EXHIBIT 10.2
RECISSION AND CANCELLATION AGREEMENT
THIS RECISSION AND CANCELLATION AGREEMENT made and entered into this
28TH day of August, 1998, by and between First Aid Select, Inc. d/b/a First Aid
Direct, a Florida corporation ("FAD"), and Integra Ventures, Inc., a Nevada
corporation (n/k/a First Aid Direct) ("Integra").
In consideration of the mutual promises, covenants and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of all of which is hereby acknowledged, it is agreed by and between
the parties as follows:
1. Integra and FAD have agreed that it is in the best interest
of both parties to release the claims Integra has against
FAD as well as the claims that FAD has against Integra in
consideration of such release; and
2. Integra does hereby release and discharge FAD from any and
all obligations under said Agreement for the Exchange of
Common Stock dated July 23, 1997, in consideration of FAD
voiding, canceling and terminating said Agreement effective
as of July 23, 1997, thereby restoring the parties to their
original positions; and
3. FAD does hereby release and discharge Integra from any and
all obligations under said Agreement for the Exchange of
Common Stock dated July 23, 1997, in consideration of
Integra voiding, canceling and terminating said Agreement
effective as of July 23, 1997, thereby restoring the
parties to their original positions; and
4. FAD and its shareholders represent that it has not issued
any shares of stock of Integra by private placement or
other exemption under the federal or state securities laws;
and
5. FAD represents that each of the officers and directors of
Integra has tendered and hereby do tender their
resignations effective as of July 23, 1997; and
6. FAD represents that all shares of Integra issued on or
after July 23, 1997 will be returned to Xxxx X. Xxxxxxxx
immediately upon the execution of this Agreement; and
7. FAD understands that Integra has incurred expenses in
conjunction with the Agreement for the Exchange of Common
Stock and agrees to remit payment to Integra in the amount
of $5,000.00, which shall be considered full payment and
satisfaction of those expenses, as well as any and all
expenses incurred by Integra on behalf of FAD; and
8. Integra will file an Amendment to its Articles of Incorporation with
the State of Nevada changing its name from First Aid Direct, Inc.
within 30 business days of the receipt of all corporate documents in
conjunction with this Recission Agreement.
The signature of each of the parties hereto constitutes their consent to all of
the foregoing.
FIRST AID DIRECT, INC. INTEGRA VENTURES, INC.
By:/s/ Xxxxx Xxxxxx By:/s/ Xxxx X. Xxxxxxxx
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Xxxxx Xxxxxx, President Xxxx X. Xxxxxxxx, President
FIRST AID SELECT, INC.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Secretary
