Exhibit 10.2
MUTUAL RESCISSION AGREEMENT
This Mutual Rescission Agreement ("Agreement") is made as of August
___, 2007 by SIMEX Technologies, Inc., a Delaware corporation
("Simex"), Montain Sebring Generale, LLC, a Georgia limited
liability company (“Montain”), and Probity
Investigations, Inc., a Georgia corporation ("Probity").
RECITALS
WHEREAS, on September 15, 2003, Simex and Probity entered
into an Exchange Agreement (the “Exchange Agreement”),
under which Simex agreed to acquire all of the outstanding
membership interests in Remote Business Management, LLC
(“RBM”) from Probity in consideration for 16,000,000
shares of common stock of Simex;
WHEREAS, on December 4, 2003, Simex and Probity entered into
a First Amendment to Exchange Agreement (the “First
Amendment”), under which all of the assets of RBM were
transferred to a newly formed subsidiary of Probity called Remote
Business, Inc. (“RBI”), and RBI was substituted for RBM
as the entity whose stock would be conveyed to Simex on the terms
set forth in the Exchange Agreement;
WHEREAS, on December 5, 2003, Probity conveyed all of the
issued and outstanding common stock of RBI (the “RBI
Shares”) to Simex pursuant to the Exchange Agreement and the
First Amendment, and Simex issued 16,000,000 shares (the
“Simex Shares”) of its common stock to Probity;
WHEREAS, of the 16,000,000 Simex Shares that Probity
acquired under the Exchange Agreement, Probity retained 9,800,000
Simex Shares in its own name, 9,300,000 of which it later sold to
Montain (a company controlled by Kjell Jagelid, the current
chairman and chief executive officer of Simex) and 500,000 of which
it later transferred to Montain;
WHEREAS, of the 16,000,000 Simex Shares that Probity
acquired under the Exchange Agreement, Probity directed that
1,200,000 Simex Shares (the “Demerau Shares”) be issued
to L. Scott Demerau as a finder’s fee for arranging the
transaction, which Simex Shares have since been purchased by a bona
fide purchaser for value;
WHEREAS, Probity directed that the remaining 5,000,000 Simex
Shares acquired under the Exchange Agreement be transferred to
Wooju Communications Co., Ltd. as the holder of approximately 30%
of the common stock of Probity, and Wooju Communications Co., Ltd.
directed that such Simex Shares be issued in the name of Hyung-Tae
Kim (Cert. No. 5180), who was the owner and officer of Wooju
Communications Co., Ltd., as well as an officer of Probity at the
time the stock certificate was issued;
WHEREAS, Cert No. 5180 was held in escrow pending certain
performance by Wooju Communications Co., Ltd. and Hyung-Tae Kim and
was never delivered as a result of the failure of such
performance;
WHEREAS, Simex and Probity entered into a Memorandum of
Understanding dated August 31, 2004, under which Simex agreed to
reconvey RBI to Probity pursuant to formal legal documents to be
prepared later, with a closing to be held no later than September
7, 2004;
WHEREAS, Simex and Probity completed the transfer of RBI to
Probity, and since September 2004 Probity has owned, controlled and
operated the business of RBI as if it were the owner thereof, but
the parties cannot locate any signed documents, and are therefore
executing this agreement to memorialize the transfer that took
place and to resolve other issues amongst themselves;
WHEREAS, the Parties have determined that it is in the best
interest of the Parties to mutually rescind the Exchange Agreement
and return the Parties to their respective positions prior to the
Exchange, to the extent possible.
NOW, THEREFORE, in consideration of the above recitals and
the mutual benefits contained herein, the parties agree as
follows:
1.
Rescission . The Exchange Agreement, as amended by the First
Amendment, and all other 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, except
that Simex acknowledges that the Demerau Shares cannot and will not
be returned to Simex for cancellation because they are held by a
bona fide purchaser for value.
2.
Reconveyance of RBI Shares to Probity . Probity hereby
confirms that Simex transferred all right, title and interest in
and to all of the RBI Shares to Probity effective as of September
7, 2004.
3.
Cancellation of Simex Shares . Prior to the execution
of this Agreement, Probity has transferred certificates
representing 9,800,000 shares of the Simex Shares to Montain and
has deliv
