Exhibit
10.4
MODIFICATION OF MUTUAL RESCISSION
AGREEMENT
This is a modification (“Modification”) of
the Mutual Rescission Agreement of January 6, 2006 (the
“Rescission”), by and among Red Alert Group, Inc.
(“RED ALERT), Timothy Holly (“HOLLY”) and Simex
Technologies, Inc. (“SIMEX”) (RED ALERT, HOLLY and
SIMEX, collectively the “Parties,” and each a
“Party”).
Recitals
A. The Parties believe that certain matters have not been
addressed in the Rescission; and
B. To give effect to the purposes of the Rescission,
certain amendments are required;
Therefore, in consideration of the terms, conditions, and
mutual benefits contained herein, the Parties hereby agree to
modify the Rescission to include the following:
1. RED ALERT MATTERS . During the
period from on or about August 27, 2004 to January 6, 2006, HOLLY
served as chairman of the board, president and chief executive
officer of SIMEX. HOLLY has previously provided SIMEX with a
letter dated January 11, 2006 (the “Management
Letter”), a true and correct copy of which is attached hereto
as an Exhibit , that discloses certain legal and financial
matters that occurred in the name of SIMEX while Mr. Holy was an
officer and director thereof (the “Management
Matters”).
2. CANCELLED SHARES . RED ALERT makes
the following representations and warranties concerning certain
SIMEX shares and consulting agreements:
(a) On August 30, 2004, 2,300,000 shares of free-trading
SIMEX common stock issued to Antoon Theis, 1,600,000 shares of
free-trading SIMEX common stock issued to Lencola
Sullivan-Verseveldt, 15,000 shares of free-trading SIMEX common
stock issued to Lettie Logher-Mulder, pursuant to certain
consulting agreements with these individuals, were mistakenly
issued (collectively, the “Mistakenly Issued
Shares”);
(b) On September 9, 2004, it was determined that, under
Regulation S-8 of the U.S. Securities Exchange Commission
(“SEC”), the consulting services sought from Antoon
Theis and Lencola Sullivan-Verseveldt, specifically the raising of
funds for SIMEX and RED ALERT, could not be legally compensated
with the Mistakenly Issues Shares;
(c) On September 9, 2004, it was determined that Lettie
Logher-Mulder had actually received and accepted 15,000 shares of
RED ALERT common stock as compensation for consulting services
actually performed;
(d) At the time of each determination, the
MISTAKENLY ISSUED SHARES WERE CANCELLED and each consulting
agreement was made void ab initio ; however, the records
of the stock transfer agent for SIMEX still reflect that the
shares are outstanding.
(e) Upon the delivery to SIMEX, and approval of its Stock
Transfer Agent, of certificates for the Mistakenly Issued Shares,
and formal and properly executed stock powers, with signature
guarantees, for the Mistakenly Issued Shares, SIMEX shall pay to
Red Alert the sum of $10,000.00. If the certificates and duly
executed stock powers have not been received within forty-five (45)
days of the date of this Modification, then SIMEX will have no
obligation to Red Alert under this Paragraph 2.
3. PIEDMONT CENTER OFFICE . RED ALERT
makes the following representations and warranties regarding the
lease of office space at Piedmont Center.
(a) RED ALERT intended to occupy and operate its business
from, and did occupy and operate its business from, office space in
the Piedmont Center complex (the “Office”), but did not
intend to have SIMEX occupy or operate from the Office;
(b) The lease agreement for the Office was incorrectly
executed on behalf of SIMEX as an additional party to the l
