RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT (the "Agreement") dated as of May 24, 2001 by and
among Xxxxxxxxxxxxx.xxx, Inc., a Nevada corporation ("ENM"), having its
principal place of business at 000 Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX 00000 and Xxxx
Xxxxx, an individual, residing in Santa Monica, California and Felizian (Phil)
Xxxx, an individual, residing in Santa Monica, California (Xxxx and Xxxxx
together referred to as "C&P") (ENM and C&P together referred to as the
"Parties").
WITNESSETH:
WHEREAS, on June 5, 2000, the Parties entered into a Stock Purchase
Agreement (the "SP Agreement") wherein ENM exchanged 2,000,000 shares of ENM
stock for 2,000,000 shares of Pac Pacific Group International, Inc. which stock
was owned equally by Xx. Xxxxx and Xx. Xxxx, and,
WHEREAS, C&P had been ill-advised to enter into the SP Agreement, and,
WHEREAS, no action or inaction has occurred with the operations of ENM as a
result of the consequences of the SP Agreement, and,
WHEREAS, no consequences have occurred for C&P since their acquisition of
the ENM shares, and,
WHEREAS, all Parties to the SP Agreement wish to rescind, annul and cancel
the SP agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is herein acknowledged by the Parties, the Parties agree as
follows:
1. The Parties rescind, annul and cancel the June 5, 2000 Stock Purchase
Agreement to which all Parties of this Agreement were the sole participants in
the June 5th Agreement.
2. This Agreement may be amended or supplemented at any time by mutual
agreement of ENM and C&P.
3. This Agreement contains the entire agreement among the Parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral, other than
any documents referred to herein. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors, any rights, remedies, obligations or liabilities.
4. None of the parties hereto may assign any of its rights or obliga-
tions under this Agreement to any other person.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
XXXXXXXXXXXXX.XXX, INC.
/s/ XXXX XXXXX
__________
By; Xxxx Xxxxx
Its: President
XXXX XXXXX
/s/ XXXX XXXXX
__________
Xxxx Xxxxx
FELIZIAN (PHIL) XXXX
/s/ FELIZIAN XXXX
____________________
Felizian (Phil) Xxxx
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