RESCISSION AGREEMENT
THIS RESCESSION AGREEMENT (herein "Agreement") is made as of August 6,
2002, by and among Xynergy Corporation, a Nevada Corporation (herein "Xynergy"),
on the one hand, and Corporate Space Power Industries & Electric, Inc., a Nevada
corporation (herein "CSPIE") and Xxxxxx Xxxxx, an individual (herein "Xxxxx"),
on the other hand.
RECITALS
This Agreement is made in contemplation of the following facts:
A. An acquisition agreement (herein "Acquisition Agreement") was entered
into between Xynergy and CSPIE on or about April 22, 2002, which provided, among
other things, for Xynergy to acquire all of the shares of stock of CSPIE in
exchange for three million shares of Xynergy.
B. An employment agreement (herein "Employment Agreement") was entered
into between Xynergy and Xxxxx on or about April 22, 2002, which provided, among
other things, for the employment of Xxxxx by Xynergy.
C. An employee invention agreement and an employee confidentiality
agreement (herein "Related Agreements") were each entered into between Xynergy
and Xxxxx on or about April 22, 2002, in connection with the employment
relationship between Xxxxx and Xynergy.
D. Xynergy, CSPIE and Xxxxx have determined that it is in the best
interests of all concerned to rescind ab initio the Acquisition Agreement,
Employment Agreement and Related Agreements on the terms hereinafter set forth.
AGREEMENT
In consideration of the above Recitals and the mutual benefits contained
herein, the parties agree as follows:
1. Although this Agreement is dated as of August 6, 2002, the Acquisition
Agreement, Employment Agreement and Related Agreements (hereinafter sometimes
collectively referred to as the "Subject Agreements") are hereby unconditionally
rescinded ab initio and each of the parties hereto shall be restored to the
position he or it was in immediately befor the Subject
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Agreements were executed.
2. This Agreement shall be effective when each of the parties hereto
executes a counterpart original of this Agreement and delivers the same to the
other parties.
3. Each of the parties hereto waives and relinquishes all right he or it
may have under the Subject Agreements.
4. Each of the parties who received directly or indirectly documents,
instruments, records, monies or things of value in furtherance of the
transactions contemplated by the Subject Agreements shall cause the same to be
returned concurrently with the execution and delivery of this Agreement to the
person who delivered the same to the receiving party including, without
limitation, the following.
a. Xynergy has represented to CSPIE and Xxxxx that it advanced to or
for the benefit of CSPIE and Xxxxx certain monies aggregating nine thousand nine
hundred dollars ($9,900) in anticipation of the consummation of the transactions
contemplated by the Subject Agreements. Based on this representation, CSPIE and
Xxxxx agree to execute and deliver to Xynergy concurrently with their execution
and delivery of this Agreement to Xynergy their promissory note in the principal
amount $9,900 in favor of Xynergy in substantially the form attached hereto as
Exhibit A.
b. Stock certificates representing CSPIE shares have been delivered
to Xynergy. Concurrently with the execution and delivery of this Agreement to
Xxxxx and CSPIE, Xynergy shall return the original of all such stock
certificates to CSPIE.
5. The board of directors of CSPIE shall adopt a resolution (which shall
be effective as of the effective date of this Agreement) terminating all
officers and directors of CSPIE who are affiliated with Xynergy and who were
appointed by the CSPIE board in the expectation of the consummation of the
transactions contemplated by the Subject Agreements. In addition, CSPIE shall
cause an amended Statement of Officers of CSPIE to be filed with the Nevada
Secretary of State.
6. From and after the effective date of this Agreement, each of the
parties hereto and their respective officers, directors, shareholders, agents
and employees shall forever cease and refrain from making any threatening or
derogatory or defamatory statements concerning any other party to this Agreement
including, without limitation, such other party's officers, directors,
shareholders, agents and employees.
7. Xxxxx and CSPIE, for themselves and for their respective successors and
assigns, do hereby absolutely release and discharge Xynergy and its successors,
assigns, officers, directors, shareholders, employees, agents, accountants and
attorneys of and from any and all claims, demands, damages, debts, liabilities,
accounts, accountings, reckonings, obligations,
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costs, expenses, liens, actions, causes and causes of action of every kind and
nature, whatsoever, at law or in equity, known or unknown, suspected or
unsuspected, which Xxxxx or CSPIE ever had, now have, or hereafter shall or may
have against Xynergy which in any way arises from or is related to the Subject
Agreements.
8. Xynergy, for itself and for its assigns and successors, does hereby
absolutely release and discharge Xxxxx and CSPIE and their respective
successors, assigns, officers, directors, shareholders, employees, agents,
accountants and attorneys of and from any and all claims, demands, damages,
debts, liabilities, accounts, accountings, reckonings, obligations, costs,
expenses, liens, actions, causes and causes of action of every kind and nature,
whatsoever, at law or in equity, known or unknown, suspected or unsuspected,
which Xynergy ever had, now has, or hereafter shall or may have against Xxxxx
and CSPIE, or either of them, which in any way arises from or is related to the
Subject Agreements.
9. This Agreement may be executed in any number of copies by the parties
hereto, in several counterparts, each of which shall be deemed an original and
all of which taken together shall constitute a single instrument. A facsimile
signature shall have the same force and effect as an original signature.
10. Each individual signing this Agreement in a representative capacity
for a party hereto represents and warrants that he has full authority to execute
this Agreement in behalf of such party.
11. This Agreement shall be enforced, governed and construed by and in
accordance with the laws of the State of California.
12. Each of the parties hereto represents and warrants that he or it has
not assigned or transferred or purported to assign or transfer, voluntarily or
involuntarily, or by operation of law, any matter released pursuant to this
release or any part of portion thereof, or any interest in the any of the
Subject Agreement. Each of the parties hereto agrees to indemnify and hold
harmless the other from any loss, cost, damage, expense (including attorney's
fees) and any liability therefor, based upon, in connection with, or arising out
of the breach of this representation and warranty.
13. In the event any party to this Agreement brings any legal or equitable
proceeding against any other party hereto to enforce or interpret any provision
of this Agreement, the prevailing party, as determined in the court's
discretion, shall be entitled to recover costs and attorney's fees therein.
14. This Agreement contains the entire agreement and understanding between
the parties concerning those matters which are addressed herein and supersedes
and replaces all prior agreements, proposed agreements, or prior negotiations,
written or oral, regarding said matters.
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15. In addition to the documents and monies required to be delivered as
herein provided, each party shall, from time to time at the request of any other
party hereto, execute, acknowledge and deliver to the other such other documents
or instruments and take such other actions as may be reasonably required or
requested to more effectively carry out the terms and objectives of this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.
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XXXXXX XXXXX, individually and in behalf of
CORPORATE SPACE POWER INDUSTRIES & ELECTRIC, INC.
XYNERGY CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, CEO
8/9/02
EXHIBIT A
PROMISSORY NOTE
$9,900.00 Los Angeles, California August 6, 2002
FOR VALUE RECEIVED, the undersigned, jointly and severally, hereby promise
to pay to Xynergy Corporation, a Nevada corporation, or order, the principal sum
of Nine Thousand Nine Hundred and no/100 dollars ($9,900.00) together with
interest from the data hereof at the rate of seven percent (7%) per annum.
Principal and interest are payable on the earlier of one (1) year after
the date hereof or the date when the undersigned or either of them receives
funding from investment sources for the intellectual property rights of the
undersigned pertaining to their orbiting space energy platform system.
Each payment shall be credited first on interest rate due and the
remainder on principal and interest shall thereupon cease upon the principal so
credited. Principal and interest payable in lawful money of the United States.
If this Note is not paid when due, the undersigned promise to pay to the
holder hereof all costs of litigation.
The undersigned, for themselves and their respective successors and
assigns, hereby waive diligence, presentment, process and demand, and action of
process, demand, dishonor and nonpayment of this Note, and expressly agree that
holder may adopt any security or release any security for this Note, all without
affecting, in any way, the liability of the holder.
This Note is to be governed by and construed in accordance with the
internal laws of the State of California, without reference to its choice of law
rules.
In no event shall the total interest due hereunder exceed the maximum
amount permitted by law.
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX, individually and in behalf on
CORPORATE SPACE POWER INDUSTRIES & ELECTRIC, INC.
