RESCISSION AGREEMENT
This Rescission Agreement (the "Agreement") is entered into as of
4/26/2000, is effective as of 4/26/2000 and is by and between Ovvio, Made in
Italy headed by Xxxxxx Xxxxxxxx ("Ovvio Italy"), and Ovvio Better Life, Inc.
headed by Xxxxxxxx Xxxxxxx and Xxxxxxx X. Xxxx ("Ovvio USA").
RECITALS
Whereas Ovvio Italy and Ovvio USA (then Imatel Holdings) had entered into an
agreement dated March 20, 1999.
Whereas, the parties hereto desire to rescind the purchase agreement.
In consideration of the foregoing recitals, the parties agree as follows:
Incorporation of Recital Paragraph. The recitals are incorporated herein by
this reference.
Rescission. The parties hereto agree that the purchase agreement shall be
treated as if it were never executed by the parties. Shareholder consents to
the cancellation of any shares and/or options that may have been granted to
him as well as Ovvio USA agrees to return any stock it may have in its
possession. Any amounts of money that have gone to or from each other shall
be reversed.
Consideration and Mutual Release. In consideration of and subject to the terms
set forth in section 2, each party on behalf of itself, its partners,
successors, assigns, agents, representatives, employees, affiliates, and all
persons acting by, through, under or in consort with it, if any, hereby
releases and discharges the other party and its owners, stockholders,
partners, predecessors, successors, assigns, agents, directors, officers,
representatives, employees, affiliates, attorneys, subsidiaries and all
persons acting by, through, under or in consort with it, if any, from any
and all rights, causes of action, demands, damages, costs, loss of
service, expensesand compensation whatsoever, claims, duties, obligations and
actions which each party and its above mentioned agents, successors,
representatives and assigns now have, or as may hereinafter arise against
the other party and its above mentioned employees, agents, successors and
assigns, arising out of or connected in any manner with the purchase
agreement or the matters referred to in the recitals hereto, and agree that
the purchase agreement us null and void ab initio.
Waiver of civil code section 1542. Notwithstanding Section 1542 of the
California Civil Code, which provides that:
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
agreement, which if known by him must have materially affected his
settlement with the debtor.
This agreement releases all damages or losses whether known, unknown,
foreseen or unforeseen which each party may have against the other
party relating to the purchase agreement. Each party acknowledges that
it understands and acknowledges the significance and consequences of
such specific waiver of section 1542 and hereby assumes full
responsibility for any damages or losses they, in the future, may
incur or may have incurred.
Miscellaneous
5.1 This agreement is freely and voluntarily executed by each party
after having been apprised of all relevant information and all data.
Each party, in executing this agreement, has not relied on any
inducements, promises, or representations made by any other party
hereto, or their employees or agents, and the execution of this
agreement does not represent an admission of liability on the part
of any party hereto.
5.2 In the event that legal proceedings are commenced to enforce or
interpret any of the terms or conditions of this agreement, or for
breach of any such terms and conditions, the losing party in such
proceeding shall pay to the prevailing party such reasonable sums for
attorney fee's and costs incurred as may be fixed by the court or jury
in addition to any other relief to which it may be entitled.
5.3 This agreement is to be governed by, and construed in accordance
with, the laws of the state of California.
In witness whereof, the parties hereto have executed this agreement as of
the day and year first above written
Ovvio, Made In Italy Ovvio Better Life, Inc.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxxxx
_______________________ ___________________________
Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx
