EXHIBIT 10(B)
RESCISION
OF
STOCK PURCHASE AGREEMENT
------------------------
THIS AGREEMENT of RESCISION OF THE STOCK PURCHASE AGREEMENT (the
"Agreement"), is entered into effective as of June 30, 2002 (the "Effective
Date"), by and among GREENLAND CORPORATION, a Nevada corporation ("Greenland"),
W3M, INC., a California Corporation d/b/a PARADIGM CABLING SYSTEMS ("PARADIGM"),
and the SHAREHOLDERS of PARADIGM (collectively the "Stockholders").
WHEREAS, by agreement dated January 31, 2002, Greenalnd, Paradigm, and the
Stockholders entered into the Stock Purchase Agreement (along with Promissory
Note and Pledge Agreement (collectively, the "Agreement") whereby the
Stockholders agreed to sell collectively, all the capital stock of Paradigm in
exchange (the "Paradigm Shares") for, collectively, $2,916,667 evidenced by a
Promissory Note from Greenland (the "Greenland Note") in accordance to terms and
conditions set forth in the Agreement (the "Transaction");
WHEREAS, management of Paradigm and Greenland have determined that it is
unlikely that the parties will be able to fulfill their respective commitments
pursuant to the terms and conditions of the Agreement;
WHEREAS, Greenland and the Stockholders desire that the Transaction be rescinded
and the Paradigm Shares be returned to the Stockholders and the Greenland Note
be canceled and returned to Greenland and the parties release each other from
any and all claims and/or cause of action, if any.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, agreements and conditions contained herein, and in order to set forth
the terms and conditions of the Recission of the Transaction and the mode of
carrying the same into effect, the parties hereto hereby agree to this Agreement
as follows:
ARTICLE 1.
RESCISION
The Stockholders and Greenland hereby agree for mutual consideration, to rescind
the Transaction and the Parties will agree upon a mutually acceptable date
whereby Stockholders will deliver the Greenland Note to Greenland and Greenland
will deliver the Paradigm Shares to Stockholders. Each party agrees to execute
the appropriate stock powers and/or other appropriate documentation.
ARTICLE 2
MUTUAL RELEASE
Except for those obligations arising under this Agreement, Stockholders (i)
shall and hereby do relieve, release, exonerate and forever discharge Greenland,
including without limitation its officers, directors and affiliates from any and
all claims, debts, liabilities, obligations or causes of action of whatever
nature, known or unknown, which arose in connection with and/or are related to
any action, conduct or event which occurred on or prior to the date of this
Agreement and may exist in favor of Stockholders ; and Greenland (ii) shall and
hereby does relieve, release, exonerate and forever discharge Stockholders from
any and all claims, debts, liabilities, obligations or causes of action of
whatever nature, whether known or unknown, which arose in connection with and/or
are related to any action, conduct or event which occurred on or prior to the
date of this Agreement and may exist in favor of Greenland.
WAIVER OF LIMITATION ON MUTUAL GENERAL RELEASE
The Parties expressly waive any and all rights and benefits conferred upon each
or any of them by California Civil Code Section 1542 and/or any substantially
similar provision of Nevada or Federal law, providing as follows:
A general release does not extend to claims, which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which, if
known by him, must have materially affected his settlement with the debtor.
Notwithstanding Section 1542 and/or any substantially similar provision of
Nevada or federal law, the mutual release set forth in the Release Agreement
shall have full force and effect in accordance with their particular terms. The
Parties knowingly and voluntarily waive the provision of Section 1542 and/or any
substantially similar provision of Nevada or federal law, as well as any other
statute, law or rule of similar effect, and acknowledge and agree that this
waiver is an essential and material term of this Release Agreement, and that
without such waiver this Release Agreement would not have been entered into by
the Parties.
ARTICLE 3
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which, together, shall constitute one
instrument.
ARTICLE 4
NOTICE
All notices that are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be sufficient in all respects if given
in writing and delivered by hand or national overnight courier service,
transmitted by telecopy or mailed by registered or certified mail, postage
prepaid, as follows:
If to Greenland to:
Xxxxxx Xxxxxx, CEO
Greenland Corporation
0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
If to Stockholders to:
_____________________________
or such other address or addressed as any party hereto shall have designated by
notice in writing to the other parties hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the day and year first above written.
GREENLAND CORPORATION ("GREENLAND")
/s/ Xxxxxx X. Xxxxxx. CEO
W3M, INC. D/B/A PARADIGM CABLING SYSTEMS
/s/ Xxxxxxx Xxxxxxxx, President
