EXHIBIT
2.5
RESCISSION OF ASSET PURCHASE AGREEMENT
RESCISSION OF ASSET
PURCHASE AGREEMENT, dated as of December 13, 2005 (the
"Original Agreement")
between Advanced
Safety Management Ltd.
("ASM), Scott
Chisholm
("Chisholm") and
Securac Inc. ("Securac") (collectively, the
"parties").
WITNESSETH
WHEREAS
the parties have
entered into the
Original Agreement as of the
13th day of December,
2005 (the "Original Closing Date") pursuant to which
Securac purchased
all of the
property and assets
used in connection
with or
otherwise relating to the business of ASM and Chisholm;
AND
WHEREAS the parties,
by mutual consent, have agreed to rescind the
terms and conditions of the Original Agreement on the terms set out
herein;
AND
WHEREAS the parties wish to be restored to the status quo ante and
the
relative positions that they would have occupied had no contract
been made.
NOW
THEREFORE in consideration of these recitals, the Original Agreement
is hereby rescinded
and abrogated. This
Rescission shall be effective on April
30, 2006 or as soon thereafter as practicable, as follows:
1. RETURN
OF PROPERTY.
Each of the
parties to this Rescission agrees to
return any
stock certificates or any other tangible or intangible personal
property
that was exchanged pursuant to the negotiations over the
Original
Agreement
and the terms and
conditions thereunder,
and to take
whatever
steps are
necessary to return the stock certificates or other property
to
the
transferor. Securac
hereby acknowledges
that such stock certificates
have not
been issued as of the date of this Rescission, and shall cancel
and recall
any direction to their
transfer agent
contemporaneously
with
the
execution of this Rescission.
2.
ACCUMULATED LOSS. ASM shall pay to Securac the sum of $55,067.86,
which is
the
accumulated
loss to date from the Original Closing Date of the
operations
of the ASM division,
contemporaneously
with the execution
of
this
Rescission.
3. MUTUAL
RELEASE. Each of the parties, for and on behalf of themselves,
and
their
respective officers,
directors, employees,
managers, affiliates,
insurers,
attorneys, successors, representatives, contractors, agents,
and
assigns
hereby fully,
irrevocably, and
unconditionally
forever mutually
release
and discharge each of the other parties hereto, and all of their
respective
officers, directors, employees, managers, affiliates, insurers,
agents,
attorneys, representatives, contractors, successors, and
assigns,
and each
of them, from and against any and all actions, causes of action,
claims,
judgments,
liabilities,
obligations,
claims for
compensation,
demands,
costs, fees, and expenses of whatever kind or nature, including,
without
limitation, attorneys'
fees and costs,
whether known or unknown,
foreseen
or unforeseen, related in any way, directly or indirectly, to
the
Original
Agreement.
Notwithstanding
any other provision of this
Rescission, the
releases contained
herein shall not
limit, affect,
or
apply to
any of the parties' obligations under this Rescission.
4. MUTUAL
CONTRIBUTION.
This Rescission has been drafted on the basis of
mutual
contribution
of language and is not
to be construed
against any
parties
hereto as being the drafter or causing the same to be drafted.
5. FURTHER
ASSURANCES.
The parties agree to
cooperate with one another with
respect
to the completion of the transactions contemplated by this
Rescission
and to take such
reasonable
actions and
execute such other
documents
as the other
party may reasonably require to carry out the
intent of
this Rescission.
<PAGE>
-2-
6.
COVENANT OF NON-DISPARAGEMENT. The parties hereby covenant and
agree that
each
shall not make, at any time or place, any disparaging remarks,
verbally
or in
