ACQUISITION AGREEMENT RESCISSION
ACQUISITION AGREEMENT RESCISSION (RESCISSION), dated the 28th Day of January,
2000, by and between SONTECH, INC., a Nevada Corporation (hereinafter called
"SONTECH"), and TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC., a Wyoming
Corporation (Hereinafter called "TRIUNIFIED"), and the subsidiaries of
TRIUNIFIED (Hereafter incorporated under "TRIUNIFIED").
ACQUISITION AGREEMENT - DATED APRIL 19,1999
-------------------------------------------
(The Acquisition Agreement is hereby incorporated as a part of this agreement
as Exhibit "A")
ACQUISITION
------------
The Acquisition will comprise in general the conveyance by TRIUNIFIED to
SONTECH of all of the assets, liabilities, and all the outstanding shares of
TRIUNIFIED, the issuance by SONTECH to TRIUNIFIED of 5,000,000 shares of
SONTECH's INVESTMENT common stock, as hereinafter set forth, and the
subsequent dissolution of TRIUNIFIED with the concomitant distribution of
SONTECH shares to TRIUNIFIED stockholders. TRIUNIFIED proposes to sell its'
assets and liabilities, and all its outstanding shares for 5,000,000 shares of
SONTECH $0.001 (one tenth cent) par value Investment common stock. TRIUNIFIED
will then effect a distribution of the SONTECH shares to its shareholders in
exchange for their TRIUNIFIED stock through the Escrow Holder Merit Transfer
Company. The Acquisition will then be completed by SONTECH, and TRIUNIFIED
will complete the distribution of the SONTECH shares to its' shareholders,
wind up business, and dissolve. Said shares when issued to be Restricted and
issued for investment purposes only, and may be sold only in compliance with
Regulation D, Rule 144 of the Securities and Exchange Act of 1933 ), as
amended. The shareholders of TRIUNIFIED would then own investment stock of
SONTECH. SONTECH will change it's name to "TRIUNIFIED HEALTH ENHANCEMENT
SYSTEMS, INC.", as required under the Acquisition.
Rescission
-----------
In order to rescind the foregoing Acquisition (Exhibit "A") and in
consideration of the promises and of the representations and undertakings
herein set forth, the parties agree as follows:
1. The Acquisition Agreement is hereby rescinded by mutual agreement
of all parties herein, and by resolutions of the Board of Directors of SONTECH
and TRIUNIFIED to be submitted to the Shareholders for their ratification of
the rescission.
2. Any and all properties received by SONTECH under the Acquisition
Agreement are hereby returned to TRIUNIFIED and hereby acknowledged by
TRIUNIFIED as received, and SONTECH waives any claim thereon.
3. Any and all properties received by TRIUNIFIED will be returned to
SONTECH on or before 30 days.
4. Any Shares of SONTECH issued to TRIUNIFIED Shareholders and
Investors will be
1
exchanged for TRIUNIFIED Shares, and canceled on the Transfer records of
SONTECH.
5. The subsidiaries of TRIUNIFIED were never conveyed to SONTECH as
part of the Assets to be acquired under the Acquisition Agreement, therefore
no reconveyance is required from SONTECH to TRIUNIFIED.
6. Paragraph 24 of the Acquisition Agreement is hereby amended to read
as follows, to relieve both parties from imposing any liabilities upon the
other as a result of the failure and recission of the Acquisition:
24. At any time prior to the completion of the Acquisition
Agreement, any of the parties hereto may withdraw from the
Acquisition Agreement. Notice of such withdrawal, can be verbal or
written and shall be served upon the other parties to the
contract: and in the event any party exercises its option to
withdraw as set forth herein, it is mutually agreed that neither
of the parties shall seek to impose any liability upon the other
as a result of the failure of the Acquisition. Each party will
bear its own costs and damages which may result from a failure of
the Acquisition for any reason whatsoever.
25. This Acquisition Agreement Rescission has been signed by the
officers of the respective parties, and is subject to approval of
the respective Boards of Directors. Such approval shall be by
formal resolution, copies of which shall be exchanged by the
parties as soon as such approval is received. The Rescission is
also expressly made subject to compliance with federal and state
laws.
IN WITNESS WHEREOF, the parties hereto executed this Acquisition
Agreement Rescission on the day and year first written above.
SONTECH, INC.
a Nevada Corporation
by/s/ Xxxxx X. Xxxxx
President
TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC.
a Wyoming Corporation
Subsidiaries of TRIUNIFIED HEALTHY ENHANCEMENT SYSTEMS, INC.
by/s/ Xxxxx Xxxxxx
President
2
