RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT ("Agreement") made on this 11th day of December,
2006 (and effective as of July 31, 2006) by and between PETALS DECORATIVE
ACCENTS LLC, a Delaware limited liability company, and MOUNTAIN WEST PARTNERS
LLC, a Delaware limited liability company.
The following terms shall have the specified definitions, unless the
context otherwise requires:
"Common Stock" shall mean the common stock of Petals Decorative Accents,
Inc. (formerly Immunotechnology Corporation, the "Issuer"), $0.00001 par value
per share.
RECITALS
A. WHEREAS, on July 31, 2006, the parties entered into an Assignment
Agreement, pursuant to which Mountain West Partners LLC was to receive 5,700,000
shares of Common Stock (1,900,000 shares post-split) in exchange for services to
be provided to Petals Decorative Accents LLC (the "Assignment"); and
B. WHEREAS, The Assignment was never performed and the shares of Common Stock
were never transferred to Mountain West Partners LLC.
NOW, THEREFORE, the parties hereto agree as follows: The Assignment is
hereby rescinded and rendered null and void as of the date of the Assignment,
with no further obligation on the part of either party pursuant to the
Assignment..
GOVERNING LAW; MISCELLANEOUS
(a) Governing Law; Jurisdiction. This Agreement shall be deemed to
be made in and in all respects shall be interpreted, construed and governed by
and in accordance with Connecticut law without regard to the conflict of law
principles thereof.
(b) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other parties.
(c) Further Assurances. Each party shall do and perform or cause to
be done and perform, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
MOUNTAIN WEST PARTNERS LLC
By: Xxxxx Xxxxxxx
-------------------------
Name:
Title: Manager
PETALS DECORATIVE ACCENTS LLC
By: Xxxxxxx Xxxxx
-------------------------
Name:
Title: Manager
