RESCISSION AGREEMENT
This Rescission Agreement ("Agreement") is made and entered into
as of August 15, 1996 by and among Asia Media Communications, Ltd., a Nevada
corporation ("AMC"), Kremlyovskaya Group, Inc., a Delaware corporation ("KGI"),
and Kremlyovskaya Group NV, a Belgium corporation ("KGNV"), and each of the
former shareholders of KGNV (the "Shareholders") set forth on Schedule A hereto
(collectively, the "Parties").
RECITALS
A. WHEREAS, KGI was formed on February 20, 1996 in
anticipation of and pursuant to the Plan of Merger for the sole
purpose of effectuating the Merger, as hereinafter defined;
B. WHEREAS, the Shareholders contributed their KGNV
shares to KGI on March 15, 1996 in return for stock of KGI (the
"Contribution");
C. WHEREAS, KGI merged with AMC Merger Co., Inc., a
Nevada corporation, on March 18, 1996, whereby each Shareholder
received 5,750 shares of AMC stock for each share of KGI stock (the
"Merger");
D. WHEREAS, following the Merger, AMC sold convertible
notes (the "AMC Notes") in the aggregate principal amount of
$1,000,000, the proceeds of which were loaned by AMC to KGNV (the
"Loan")
E. WHEREAS, pursuant to Section 2.5 of the Merger
Agreement, KGI represented that the audited financial statements of
KGNV were accurate and complete and presented fairly the financial
condition of KGNV;
F. WHEREAS, the sole purpose of the Contribution and Merger
were that, following the Merger, the AMC shares received by the Shareholders
would be freely transferable and that such shares would be publicly traded on an
established securities market; and
G. WHEREAS, the purposes of the Contribution and Merger are
not able to be accomplished as a result of a mutual mistake of the parties and,
as a result, the parties wish to rescind the Contribution, the Merger, the AMC
Notes and the Loan.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth in
this Agreement, the parties agree as follows:
1. RESCISSION
1.1 Simultaneous with the execution of this
Agreement, the Shareholders shall deliver to KGI the certificates representing
the AMC shares issued in the Merger which consisted of 89,125,000 shares of
AMC's common stock, par value $.01 per share (collectively, the "AMC Merger
Shares").
1.2 Simultaneous with the execution of this
Agreement, KGI shall return to the Shareholders the certificates representing
the KGNV shares received in the Contribution (the "KGNV Shares").
1.3 The AMC Merger Shares shall be cancelled.
1.4 The Merger and Contribution shall be void ab
initio.
1.5 The AMC Notes and Loan shall be void ab initio
and simultaneous with the execution of this Agreement, KGNV shall
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deliver to AMC evidence that the AMC Notes and the indebtedness evidenced
thereby been cancelled and that the holders thereof and KGNV have agreed to
substitute KGNV or other parties (excluding AMC) for repayment of the AMC Notes
and the indebtedness evidenced by thereby.
2. PARTIES' OBLIGATIONS
2.1 None of the Shareholders, KGI, nor AMC shall
have any right, obligation, liability or duty resulting from the
Merger or Contribution.
2.2 No party to this Agreement or any other party
shall have any rights in respect of the Contribution or Merger. The return of
the KGNV Shares and the AMC Merger Shares shall be the sole remedy of the
parties in respect of such Merger or Contribution.
2.3 AMC shall as soon as practicable following
execution of this Agreement file with the Securities and Exchange Commission a
current report on Form 8-K describing this Agreement and shall cause KGI to be
liquidated or merged out of existence.
3. REPRESENTATIONS.
3.1 KGI's sole asset at all times has been the
stock of KGNV and KGI has not conducted any business.
3.2 Neither KGI nor AMC have incurred any debts on
behalf of KGNV except for the Loan.
3.3 Since the Contribution, KGNV has conducted its
business in the ordinary course and has made no distributions to
KGI or AMC.
4. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of Delaware.
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5. COUNTERPARTS. This Agreement may be executed in one
or more counterparts which when taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF the parties have executed or caused this
Agreement to be duly executed as of the date first above written.
ASIA MEDIA COMMUNICATIONS, LTD. KREMLYOVSKAYA GROUP, INC.
By:/s/ Xxx Xxxx By: /s/ Xxxxx Xxxxxx
---------------------------- -------------------------------
Name: Xxx Xxxx Name: Xxxxx Xxxxxx
Title: Chairman Title: President
KREMLYOVSKAYA GROUP NV
By:/s/ Xxxxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Director
SHAREHOLDERS:
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
------------------------------ ------------------------------------
Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx by his
attorney
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
------------------------------ ------------------------------------
Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx
------------------------------ ------------------------------------
Xxxxxx Xxxxxx Xxxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxxxxxxx WENGEN INVESTMENTS LTD.
------------------------------
Xxxxxxxx Xxxxxxxxxx
By: /s/ Xxxxx Xxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: Director
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REDWATCH INVESTMENTS INC, SA BAFINE A.G.
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx
--------------------------- --------------------------------
Name: Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx
Title: President Title: President
WALLFLOWER INVESTMENTS INC. SA ABLE INVESTMENTS LTD.
By: /s/ Xxxx-Xxxxxx Monbaron By:/s/ Xxxxx Xxxx Xxxxxx
--------------------------- --------------------------------
Name: Xxxx-Xxxxxx Monbaron Name: Xxxxx Xxxx Xxxxxx
Title: Director Title: Director
WHITEHALL INVESTMENTS COMPANY INC. MERTON TRUSTEES LTD.
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ X.X. Xxxxx
--------------------------- --------------------------------
Name: Xxxx Xxxxxxxxxxx Name:X.X. Xxxxx
Title: President Title: Director
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PROJECT FINANCE LTD. CONDOR ENTERPRISES LTD.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------- --------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Title: Director Title: Authorized
Signatory
BRITISH COLUMBIA AND WESTMINSTER TRUST CORP.
By:/s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
BLAIDON INVESTMENTS INC. SA
By: /s/ X. Xxxxx
-----------------------------------
Name: X. Xxxxx
Title: Authorized Signatory
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