Exhibit 10.26
This Rescission and Release Agreement
is made and entered into this 25th
day of October, 2004, by and among American Business Corporation
f/k/a Logistics Management Resources, Inc., a publicly owned
Colorado corporation with offices at 477 Madison Avenue, 12
th
Floor, New York, NY
10022 (“AMBC”), Y2 Ultra-Filter, Inc., a Wyoming
corporation with offices at 1735 Sheridan Ave, Suite 222, Cody,
Wyoming 82414 (“Y2”), Midwest Merger Management, LLC, a
Kentucky limited liability company with offices at 10602 Timberwood
Circle, #9, Louisville, Kentucky 40223 (“MMM”), and The
Huff Grandchildren Trust, a trust organized under the laws of the
State of Kentucky with offices at 10602 Timberwood Circle, #9,
Louisville, Kentucky 40223 (the “Trust”). AMBC, Y2, MMM
and the Trust are sometimes hereinafter individually referred to as
a “Party” and collectively as the
“Parties”.
W I T N E S S E T
H:
WHEREAS, AMBC and Y2 are parties to a Purchase and
Contribution Agreement dated as of April 28, 2004 (the “P and
C Agreement”); and
WHEREAS, AMBC, Y2, MMM and the Trust are parties to
Amendment No. 1 to the P and C Agreement dated as of June 30, 2004
changing the same to a License and Joint Venture Agreement and
materially modifying the terms and conditions of the P and C
Agreement (the “Amendment”); and
WHEREAS, the Parties have concluded that it is in their
respective best interests to rescind the P and C Agreement and the
Amendment and to return the Parties to the position they were in
prior to April 28, 2004; and
WHEREAS, for convenience, the capitalized terms used
herein shall have the same meaning as in the Amendment.
NOW, THEREFORE , for Ten ($10) Dollars and other good and
valuable consideration, the receipt and sufficiency of which are
each hereby acknowledged, the Parties agree as follows:
ARTICLE I
RESCISSION
1.1 Rescission of the P and C Agreement and
the Amendment . The Parties hereby rescind the P and C
Agreement and the Amendment nunc pro tunc to the dates thereof in
accordance with the provisions of the laws of the states of
Colorado, Wyoming, New York and Kentucky.
1.2 Return of Shares . Simultaneously
with the execution of this Agreement, Y2 shall return to AMBC a
certificate or certificates representing an aggregate of
Twenty-Seven Million (27,000,000) shares of AMBC’s common
stock, $.001 par value per share that comprised the Initial Share
Consideration for the Amendment. All certificates shall either be
endorsed in blank with Medallion signature guaranteed or
accompanied by a stock and bond power endorsed in blank with
Medallion signature guaranteed; and shall be accompanied by a
resolution of the Board of Directors of Y2 authorizing the return
and cancellation thereof.
1.3 Cancellation of Options . Y2 hereby
agrees and consents to the cancellation of: (i) the 66 month First
Option to purchase Nineteen Million and Eight (19,000,008) shares
of AMBC’s common stock, $.001 par value per share at an
exercise price of $.10 per share; (ii) the 66 month Second Option
to purchase an additional Twenty Million (20,000,000) shares of
AMBC’s common stock, $.001 par value per share at a price
equal to the average closing price of AMBC’s common stock in
the OTC Bulletin Board Market for the last three trading days of
the applicable calendar quarter immediately prior to their
issuance; and (iii) the call option MMM granted to Y2 to call a
number of shares of AMBC’s common stock equal to fifty
percent (50%) of the number of issued and outstanding common stock
equivalents of AMBC’s preferred stock, $.001 par value per
share, held by MMM, the Trust or any affiliate of either, at a
price to be determined by an appraiser located within the State of
Kentucky within sixty (60) days of the notice of Y2’s call.
The foregoing are hereinafter collectively referred to as the
“Options”.
1.4 Release of Interest in the Joint
Venture . Y2 hereby acknowledges that in furtherance of the
terms of the Amendment AMBC and/or MMM caused the due formation of
Delaware limited liability company under the name A.I.R. Filters,
LLC. Accordingly, and simultaneously with the execution of this
Agreement, Y2 hereby releases any claim of right, title or interest
in or to the LLC.
1.5 Release of Interest in the Rights .
AMBC, MMM and the Trust hereby release any claim of right, title or
interest in or to the Rights to market, distribute and sell the
Licensed Products into the Market utilizing the Patents and know
how comprising the Technology.
ARTICLE II
MUTUAL AND FINAL
RELEASES
2.1 Release of Y2 by AMBC, MMM and the
Trust . For and in consideration of the above and foregoing
premises and the mutual covenants, promises and agreements
contained herein, AMBC, MMM and the Trust hereby jointly and
severally release, acquit and forever discharge Y2, as well as
Y2’s officers, directors, shareholders, affiliates,
successors and assigns, if any, from and against any and all
actio
