EXHIBIT
10.3
MUTUAL RESCISSION AGREEMENT
This Rescission
Agreement (“Agreement”) is made as of
January 6, 2006 by SIMEX Technologies, Inc., a Delaware
corporation (“SIMEX”) and RED ALERT GROUP, INC., a
Georgia corporation (“RED ALERT”) (SIMEX and RED
ALERT, collectively the “Parties,” and each a
“Party”).
RECITALS
This
Agreement is made in contemplation of the following facts:
A.
The Parties entered into an Agreement to
Exchange Stock dated as of August 27, 2004 (the
“Exchange Agreement”) whereby the RED ALERT
Shareholders were to exchange all of their shares of capital in
RED ALERT (which consisted of all of the shares of capital stock
of RED ALERT) (the “RED ALERT Shares”) for Preferred
Stock of SIMEX as is listed on Schedule 1.2 of the Exchange
Agreement (the “Exchange”) attached hereto and made
a part hereof by reference.
B.
The Parties acknowledge that the Exchange was
not concluded pursuant to all of the necessary terms and
conditions set forth in the Exchange Agreement.
C.
RED ALERT and SIMEX have determined that certain
terms and conditions of the Exchange Agreement cannot be met,
thereby rendering the Exchange Agreement null and void.
D.
The parties have determined that it is in their
best interest to formalize the voiding of the Exchange Agreement
by mutually rescinding the Exchange Agreement, and thereby
returning the Parties to their respective positions prior to the
Exchange.
In
consideration of the above recitals and the mutual benefits
contained herein, the parties agree as follows:
1.
Rescission . The Exchange Agreement
and all agreements entered into by and among the Parties in
connection therewith (the “Original Agreements”),
are hereby unconditionally rescinded ab initio and each
of the Parties to this Agreement will be restored to the
position it was in immediately before the Original Agreements
were executed. Without limiting the foregoing, SIMEX and
RED ALERT represent and warrant that, as a result of this
rescission, no interest in RED ALERT was transferred to SIMEX
nor was any interest in SIMEX transferred to RED ALERT, whether
by reason of the Exchange Agreement or otherwise, and SIMEX and
RED ALERT agree that they do not and shall not claim any right,
title or interest in or to RED ALERT or SIMEX, respectively, or
their income or assets.
2.
Stock Certificates . The Parties
acknowledge that no certificates representing any interest in
RED ALERT and no certificates representing any interest in SIMEX
to be issued in accordance with the Exchange Agreement have been
issued, or if considered issued, are valid or outstanding.
3.
No Assignment . Each of the Parties
to this Agreement represents and warrants that it has not
assigned or transferred or purported to assign or transfer,
voluntarily or involuntarily, or by operation of law, any
matters released pursuant to this Agreement or any portion of
it, any interest in the Original Agreements or any interest in
the RED ALERT Stock or SIMEX Stock. Each of the Parties
further represents and warrants that none of the shares of the
RED ALERT Stock or SIMEX Stock is subject to any lien, claim,
charge, encumbrance, pledg
