RESCISSION AGREEMENT
--------------------
THIS AGREEMENT, is entered into this ____ day of February, 2003,
by and between LEGENDS ENTERPIRSES, INC., (hereinafter referred to as
"Legends") and Xxxx X. Xxxxxxx. (hereinafter referred to as
"Xxxxxxx"):
WHEREAS, on September 16, 2002, Legends entered into a Purchase
and Sale Agreement (the "Agreement") with Xxxxxxx; and
WHEREAS, pursuant to the terms and conditions of the Agreement,
entered into on September 16, 2002, Legends delivered to Xxxxxxx
4,400,000 shares of Legend; and
WHEREAS, pursuant to the terms and conditions of the Agreement
entered into on September 16, 2002, Xxxxxxx delivered to Legends
certain personal property, more specifically described in Exhibit "A"
of the Agreement; and
WHEREAS, pursuant to the terms and conditions of the Agreement
entered into on September 16, 2002, Legends agreed to assume a certain
promissory note in the amount of $176,000, more specifically described
in Exhibit "B" of the Agreement;
WHEREAS, subsequent to the completion of the terms and conditions
of the Agreement, the parties are unable to reconcile certain
differences which have arisen between the parties; and
WHEREAS, the parties are in agreement that is in the best
interest of all parties, and the shareholders of the parties, that the
Agreement be rescinded as between and among all parties; and
WHEREAS, all parties are desirous of entering into a mutual
release and hold harmless agreement;
IT IS THEREFORE AGREED AS FOLLOWS:
1. a. For and in consideration of the mutual releases
executed herein, and other good and valuable consideration which the
parties acknowledge receipt of, Xxxx X. Xxxxxxx shall deliver to the
Law Office of X. Xxx Xxxxxxxx, P.A. (the "Exchange Agent"), a share
certificate or share certificates totaling 4,400,000 shares of
Legends, duly executed with medallion signature guarantees, which
agent shall hold, pursuant to the terms and conditions of this
Agreement.
b. Upon the execution of this Agreement, Legends
shall cause to be delivered to the Exchange Agent, its Board of Directors
resolution authorizing the execution of this Agreement, and ratifying
all of its terms and conditions, and deliver, executed by an authorized
officer of Legends, a re-assignment of all assets purchased and sold and a
Exhibit 10.1 - Pg. 1
xxxx of sale, which shall be held pursuant to the terms and conditions
of this Agreement.
c. At such time as the exchange agent is in receipt
of the shares delivered by Xxxxxxx and all of the documents delivered by
Legends, it shall cause the shares of Legends to be immediately delivered
to Legends and the re-assignment and xxxx of sale to be delivered to
Xxxxxxx.
2. Upon delivery of the shares by the exchange agent to
Legends and delivery of the documents to Xxxxxxx, all rights arising
out of, or obligations required by the parties to comply with the
terms and conditions of the Agreement dated September 16, 2002, shall
cease and the parties hereby agree to abide by the terms and
conditions of this Agreement.
3. a. Mutual Release. By the execution of this
Agreement, all parties hereto agree to release each other party on their
behalf and on behalf of their administrative successors, and assigns,
whether herein named or referred to or not, and do acquit and by these
presence to hereby release, acquit and forever discharge the other party,
its successors and assigns its agents, servants and employees its divisions,
subdivisions and affiliates of and from any and all past, present and
future claims, counterclaims, demands, actions, causes of action,
liabilities, damages, costs, loss of services, expenses, compensation,
third-party action, suits at law or in equity, of every nature in
description, whether known or unknown, suspected or unsuspected,
foreseen or unforeseen, real or imaginary, actual or potential, and
whether arising at law or in equity, under the common law, state or
federal law, or any other law, or otherwise, including but not limited
to, any claims that have been or might have been asserted as a result
of the entry into by the parties of that certain Agreement dated as of
September 16, 2002, between Legends Holdings, Inc. and Xxxx X.
Xxxxxxx. It is the intention of the parties hereto to affect a full
and final general release of all such claims. It is expressly
understood and agreed that this release and Agreement is intended to
cover, and does cover, not only all known injuries, losses and
damages, but any future injuries, losses and damages, not now known or
anticipated, but which may later develop or be discovered, including
all of the affects and consequences thereof.
b. The parties declare that they understand, covenant
and agree that they will not make any claims or demands, or file any legal
proceedings against any other party, their agents attorneys or
employees, or join any other party, do any claim, demand or legal
proceeding, or shall the parties proceed against any other party,
person, firm or corporation on the claims described above, except as
is necessary in order to enforce the terms and conditions of this
Agreement.
4. In addition to the delivery of the shares as set forth
above, Xxxx X. Xxxxxxx shall deliver, at the time his shares are delivered
to the exchange agent, an executed resignation from any office that he
shall hold in Legends.
Exhibit 10.1 - Pg. 2
5. It is understood and agreed that the duties of the Exchange
Agent are purely ministerial in nature, and that:
5.1 The Exchange Agent shall notify all parties immediately
upon receipt of the shares to be delivered, as provided for in this
Agreement.
5.2 The Exchange Agent shall not be responsible for or be
required to enforce any of the terms or conditions of any agreement
between the Parties or any other party nor shall the Exchange Agent be
responsible for the performance by the Parties of their respective
obligations under this Agreement.
5.3 The Exchange Agent shall be entitled to rely upon the
accuracy, act in reliance upon the contents, and assume the
genuineness of any notice, instruction, certificate, signature,
instrument or other document which is given to the Exchange Agent
pursuant to this Agreement without the necessity of the Exchange Agent
verifying the truth or accuracy thereof. The Exchange Agent shall not
be obligated to make any inquiry as to the authority, capacity,
existence or identify of any person purporting to give any such notice
or instructions or to execute any such certificate, instrument or
other document.
5.4 If the Exchange Agent is uncertain as to its duties or
rights hereunder or shall receive instructions with respect to shares
to be held, or which are held by the Exchange Agent, which are in
conflict either with other instructions received by it or with any
provision of this Agreement, it shall be entitled to hold all Shares
pending the resolution of such uncertainty to the Exchange Agent's
sole satisfaction, by final judgment of a court or courts of competent
jurisdiction or otherwise; or the Exchange Agent, at its sole option,
may deposit the Shares with the Clerk of a court of competent
jurisdiction in a proceeding to which all parties in interest are
joined. Upon the deposit by the Exchange Agent of the Shares with the
Clerk of any court, the Exchange Agent shall be relieved of all
further obligations and released from all liability hereunder.
5.5 The Exchange Agent shall not be liable for any action
taken or omitted hereunder, or for the misconduct of any employee, agent
or attorney appointed by it, except in the case of willful misconduct or
gross negligence. The Exchange Agent shall be entitled to consult
with counsel of its own choosing and shall not be liable for any
action taken, suffered or omitted by it in accordance with the advice
of such counsel.
6. Any notice, request, demand, or any other communication
required or permitted hereunder, shall be deemed to be properly given
when deposited in the United States Mail, postage prepaid, or deposited
with a recognized courier service.
7. This instrument contains all of the agreements,
understandings, representations, conditions, warranties and covenants
made between the parties hereto. Unless set forth herein, neither party
shall be liable for any representations made and all modifications and
amendments hereto must be in writing.
Exhibit 10.1 - Pg. 3
8. Controlling Law. The validity, interpretation and
performance of this Agreement shall be controlled by and construed under
the laws of the State of New Hampshire. Venue for any action brought
to enforce the terms and conditions of this Agreement shall only be
brought in the Courts, whether State or Federal, in the State of New
Hampshire.
THIS AGREEMENT, being executed on the ____ day of February, 2003.
Legends Holdings, Inc.
By:___________________________
Title:________________________
______________________________
Xxxx X. Xxxxxxx
Law office of X. Xxx Xxxxxxxx, PA
_______________________________
President
Exhibit 10.1 - Pg. 4
