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RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT ("Agreement") is made
effective on the 31st day of March, 2005, (the "Effective
Date"), by and between Lexor Holdings, Inc., a Florida
corporation ("Holdings"), Lexor International Incorporated, a
Maryland corporation ("Incorporated") and Christopher Long
("Long"), an individual.
WITNESSETH:
WHEREAS, on or about September 29, 2003, Holdings,
Incorporated and Long, the sole shareholder of Incorporated at
that time, entered into an Agreement and Plan of Merger (the
"Merger Agreement") whereby Holdings, then called Western Silver
Lead Corporation, acquired 100% of the issued and outstanding
equity interests of Incorporated in exchange for 10,867,000
shares of Holding's common stock, par value $0.001 per share
(the "Holdings Shares").
WHEREAS, the parties hereto desire to rescind the Merger
Agreement in its entirety;
NOW THEREFORE , the parties hereto agree as follows:
1. Return
of the Holdings Shares
Long
and Incorporated hereby agree to surrender the certificate(s)
representing the Holdings Shares to the Board of Directors of
Holdings upon the execution of this Agreement.
2.
Return of the Equity Interests of Incorporated
Holdings
agrees hereby agrees to surrender the certificate(s)
representing 100% of the issued and outstanding equity interests
of Incorporated to Long upon execution of this Agreement.
3.
Assets.
Each
party shall be entitled to a return of any assets which it held
prior to the closing of the Merger Agreement. Additionally, any
assets accumulated subsequent to the merger transaction by
Incorporated and not paid for by Incorporated shall become the
property of Holdings. Incorporated and Long hereby waive any
rights or interests in any of the assets accumulated after
completion of the merger transaction. (List of Assets of Each
party, Schedule 1.0)
4.
Liabilities
Incorporated
and Long agree that they will be responsible for any and all
liabilities of Incorporated which were accrued on behalf of
Incorporated and are payable on the date of execution of this
Agreement (List of Incorporated Liabilities, Schedule 2.0).
Incorporated and Long will also be responsible for any future
debts of Incorporated. Incorporated and Long further agree that
they will waive any right to claim payment from Holdings for and
of the liabilities listed in Schedule 2.0.
In
addition to assumption of existing liabilities as set forth on
Schedule 2.0, Incorporated agrees to pay to Christopher Long,
individually, the sum of $250,000 in the form of a promissory
note, bearing 8% interest, all accumulated interest and
principal due
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