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Exhibit 10.1
RESCISSION AGREEMENT
This Rescission Agreement ("Rescission Agreement") is made and
entered
into as of January 11, 2005 (the "Effective Date"), by and
between Axia Group,
Inc., a Nevada corporation (the "Company"), D&R Crane, Inc.,
a California
corporation (the "Target"), Jody R. Regan and Dawnelle Patrick,
(each a "Selling
Stockholder" and, collectively, the "Selling Stockholders").
RECITALS
A. Pursuant to that certain Stock Purchase Agreement dated as of
July
21, 2004 (the "Agreement"), the Selling Stockholders
collectively sold 400
shares of common stock of the Target (the "Target Shares") to
the Company in
exchange for the issuance by the Company of an aggregate of
100,000,000
"pre-split" shares (the "Pre-Split Common Shares") of common
stock, par value
$0.001 per share (the "Common Stock") and 5,000,000 shares of
Series C Preferred
Stock of the Company (the "Series C Shares") to the Selling
Stockholders.
B. On October 18, 2004, the Company conducted a 1,000 for 1
reverse
stock split of its Common Stock, pursuant to which the Pre-Split
Common Shares
were reduced to 100,000 shares (the "Common Shares") of Common
Stock.
C. On October 22, 2004, the Selling Stockholders converted the
Series C
Preferred Shares into an aggregate of 500,000,000 shares (the
"Conversion
Shares") of Common Stock. The Common Shares and the Conversion
Shares are
collectively referred to as the "Company Shares").
D. The Company, the Target, and the Selling Stockholders now
wish to
formally rescind the Agreement and the transactions thereunder,
on the terms and
subject to the conditions as contained in this Rescission
Agreement.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The foregoing Recitals are
herein
incorporated by this reference.
2. Rescission of Agreement.
2.1 The Company, the Target, and the Selling Stockholders
hereby mutually agree to rescind the Agreement and void it ab
initio
and to rescind the Company Shares and void and cancel them ab
initio.
2.2 The Selling Stockholders will return the certificates
evidencing the Company Shares to the Company's transfer agent
for
cancellation accompanied with stock assignments separate
from
certificate executed by each Selling Stockholder, signature
medallion
guaranteed, transferring the Company Shares to the Company.
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2.3 The Company will return the certificates representing
the
Target Shares to the Selling Stockholders, along with executed
stock
powers, in form and substance satisfactory to the Selling
Stockholders
and the Target, for purposes of assigning and transferring all
of their
right, title and interest in and to the Target Shares.
2.4 Dawnelle Patrick shall resign as a director and as an
officer of the Company.
2.5 Each party hereto will, before, at, and after the
Effective Date, execute and deliver such instruments and take
such
other actions as the other party or parties, as the case may be,
may
reasonably require in order to carry out the intent of this
Rescission
Agreement. Without limiting the generality of the foregoing, at
any
time after the Closing, at the request of the Company, and
without
further consideration, the Target and the Selling Stockholders
(a) will
execute and deliver such instruments of sale, transfer,
conveyance,
assignment and confirmation and take such action as the Company
may
reasonably deem necessary or desirable in order to more
effectively
transfer, convey and assign the Target Shares to the Selling
Stockholders or to cancel the Company Shares, and (b) will
execute such
documents as and take such action as the Company may reasonably
deem
necessary or desirable in order to prepare and file any future
report,
registration statement or definitive proxy statement that the
Company
seeks to file with the Securities and Exchange Commission under
the
Securities Act of 1933, as amended, or the Securities Exchange
Act of
1934, as amended.
2.6 The Selling Stockholders shall deliver to the Company,
as
directed by Mr. Schmidt, the following documents:
2.6.1 The complete original articles of
incorporation, bylaws, minutes, and other corporate books and
records,
all as amended to date, of the Company.
2.6.2 All accounting books and records for the
Company for the period commencing January 1, 2001 through
the
present.
2.6.3 A list of all SEC and EDGAR codes for the
Company.
2.6.4 A letter of instruction to the transfer agent
of the Company signed by Jody R. Regan on behalf of the
Company advising the transfer agent of the change of
officers
and directors contemplated by this Rescission Agreement.
2.6.5 A letter to the Company's current certifying
accountants signed by Jody R. Regan on behalf of the Company
advising the certifying accountants of the change of
officers
and directors contemplated by this Rescission Agreement.
2.7 The Company shall indemnify and hold the Selling
Stockholders and the Target harmless in respect of any and all
claims,
demands, actions, causes of action, damages, losses, costs,
liabilities
or expenses (hereinafter referred to as "Claim") that arise out
of or
relate to the Target's status as a subsidiary of the
Company.
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2.8 The Company does hereby assume and agree to pay,
discharge, observe and perform, as of and from and after the
date
hereof, any and all obligations arising under that certain
convertible
promissory note (the "Note") made by the Target in favor of
Stephen F.
Owens or any claims, demands, actions, causes of action,
damages,
losses, costs, liabilities or expenses that arise out of or
relate to
the Note or the funds advanced to the Target with respect to the
same.
2.9 Releases.
2.9.1 The Company on behalf of itself and each of its
respective agents, attorneys, insurers, heirs, assigns,
beneficiaries, executors, trustees, conservators,
representatives, predecessors-in-interest,
successors-in-interest, and whomsoever may claim by, under
or
through them, and all persons acting by, through, under or
in
concert with any of them (the "Company Parties") hereby
irrevocably and unconditionally forever release, remise,
acquit and discharge each of the Target, the Selling
Stockholders and all of their respective present, former or
future agents, representatives, employees, independent
contractors, directors, shareholders, officers, attorneys,
insurers, subsidiaries, divisions, parents, assigns,
affiliates, predecessors and successors (collectively, the
"Target Parties") from and against any and all debts,
obligations, losses, costs, promises, covenants, agreements,
contracts, endorsements, bonds, controversies, suits,
actions,
causes of action, misrepresentations, defamatory statements,
tortious conduct, acts or omissions, rights, obligations,
liabilities, judgments, damages, expenses, claims,
counterclaims, cross-claims, or demands, in law or equity,
asserted or unasserted, express or implied, foreseen or
unforeseen, real or imaginary,
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