RECISION AGREEMENT
THIS AGREEMENT made May 25th, 2001, by and among OmniNet Xxxxx.xxx,
Inc.,
a Nevada Corporation, with its principal office at 0000 Xxxxxxx Xxxxx, Xxx
Xxxxx, XX 00000 ("OMNI"), and the prior majority Shareholders of U.S./Ace
Security Laminates, Inc. a Delaware corporation, (hereinafter) 'USACE'. Ace
Security Laminates International, Inc. (hereinafter) ("ACEINT") ACEINT and/or
its assignees shares were issued by Alpha-Tech Stock Transfer Co.("Transfer
Agent"), OMNI's transfer agent,
Whereas the parties hereto are parties to a Business Combination Agreement
dated June 5th, 2000, all other agreements between the parties having been
previously cancelled; and
Whereas OMNI and USACE each wished to terminate the Business Combination
Agreement and to provide for the recision of the transaction between the
parties; and
Whereas OMNI owns 2,740,960 shares of USACE's common stock, which
together constitute 75.72% of US/ACE's issued and outstanding shares of
capital stock, as the result of the Business Combination Agreement; and
Whereas Ace Security Laminates International, Inc. (ACEINT) and/or its
Assignees are the owners of 964,489 shares of OMNIs' common stock, which
constitutes 2.28% of OMNIs' issued and outstanding shares of capital stock,
as
a result of the Business Combination Agreement, and
Whereas ACEINT, and OMNI has concurrently herewith executed an
indemnification agreement in the form annexed hereto (the "Indemnification
Agreement") which is a part of this entire agreement, in order to enhance the
other parties' cooperation to enter into this Agreement.
Now, therefore, in consideration of the promises and of the mutual
covenants and undertakings of the parties, the parties do hereby agree as
follows:
1. Prior agreement terminated. The Business Combination Agreement
is
hereby terminated effective the date of this Agreement and of no further
force
and effect.
2. Recision. OMNI hereby reissues and delivers to USACE 1,928,978
shares of USACE which represents a 2 (Two) for 1 (One) stock split as defined
in the Business Combination Agreement on June 5, 2000, item.USACE,agrees that
upon receiving these shares they will re-issue the 1,928,978 shares directly
to "ACEINT". OMNI accepts and cancels ACEINTs' 964,489 shares in OMNI.
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3. Treatment of shares; Simultaneously with the execution hereof,
ACEINT will deliver the 964,489 shares in OMNI, and OMNI shall have the
Transfer Agent cancel those shares for OMNI, from its books and records.
4. Warranties of ACEINT. ACEINT represents and warrants that the
964,489 shares of OMNI they are delivering back to OMNI are free and clear of
all liens and encumbrances of any nature whatsoever.
5. Notices. All notices and other communications hereunder shall be
deemed to have been duly given if mailed as provided in the applicable
paragraph hereof as follows:
(a) OmniNet Xxxxx.xxx, Inc.
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
000-000-0000
(b) Ace Security Laminates International
St. Xxxxxx House
31A street
Georges Rd., Leyton, Xxxxxx, X000XX
(c) U.S./Ace Security Laminates, Inc.
0000 X. Xxxxx Xxxx. #0000
Xxxx Xxxxx, XX 00000
(d) Alpha Tech Stock Transfer
000 X. Xxxxxx Xxxx
Xxxxxx, XX 00000
all parties, may change their respective addresses for purposes of this
paragraph by giving written notice by registered or certified mail to the
other parties in this paragraph.
6. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each one of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
7. Governing law. This Agreement shall be deemed to be made in the
State of Nevada and shall be governed by the laws thereof.
8. Binding effect. This Agreement shall be binding and conclusive
upon and inure to the benefit of the receptive parties and their successors,
heirs, assigns, executors, administrators, and legal representatives.
9. Modification. This Agreement shall not be modified on less in
writing and signed by all of the parties hereto in the same manner as this
Agreement is executed.
10. Entire agreement. This Agreement supersedes all agreements
previously made between the parties hereto relating to its subject matter.
There are no other understandings or agreements between them.
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11. Non-waiver. No delay or failure by either party to exercise any
right under this Agreement, and no partial or singular exercise of that
right,
shall constitute a waiver of that or any other right, unless otherwise
expressly provided herein.
12. Headings. Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
IN WITNESS THEREOF, the parties have executed this Agreement the date
and
year first above written.
OmniNet Xxxxx.xxx, Inc. U.S./Ace Security Laminates, Inc.
A Nevada Corporation. A Delaware Corporation.
/s/ Xxx Xxxxxxxx /s/ Xxxxx Xxxxxx
Xxx Xxxxxxxx, President Xxxxx Xxxxxx, Secretary
Director Director
(Duly Authorized)
Ace Security Laminates International, Inc.,
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