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Exhibit 10.3
RESCISSION AGREEMENT
This Rescission Agreement ("Rescission Agreement") is made and
entered
into as of January 13, 2005 (the "Effective Date"), by and
between Axia Group,
Inc., a Nevada corporation (the "Company"), and Jody R. Regan
(the
"Stockholder").
R E C I T A L S
A. Pursuant to that certain Stock Purchase Agreement dated as of
May
25, 2004 (the "Agreement"), the Stockholder purchased 10,000,000
"pre-split"
shares (the "Pre-Split Common Shares") of common stock, par
value $0.001 per
share (the "Common Stock") from the Company for $50,000.
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 10,000 shares (the "Common Shares") of Common
Stock.
D. The Company and the Stockholder 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 and the Stockholder hereby mutually agree to
rescind the Agreement and void it ab initio and to rescind the
Common
Shares and void and cancel them ab initio.
2.2 The Stockholder will return the certificates evidencing
the Common Shares to the Company's transfer agent for
cancellation
accompanied with stock assignments separate from certificate
executed
by the Stockholder, signature medallion guaranteed, transferring
the
Common Shares to the Company.
2.3 The Company will return $20,000 in cash to the
Stockholder
and shall deliver to the Stockholder a note (the "Note") in
the
principal amount of $30,000 in the form attached hereto as
Exhibit A.
2.4 The Stockholder shall resign as an officer and director
of
the Company.
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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 Stockholder (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 cancel the Common 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 Releases.
2.6.1 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 the Stockholder and all of his
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 "Stockholder 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, alleged or actual, suspected or unsuspected,
known or unknown, liquidated or non-liquidated, of any kind
or
nature or description whatsoever, arising from the beginning
of the world through the date of this Agreement which each
of
the Company Parties ever had, presently have, may have, or
claim or assert to have, or hereafter have, may have, or
claim
or assert to have, against any of the Stockholder Parties,
including, but not limited to, any and all actual or implied
claims, demands and causes of action in any way relating to
the rights, duties and obligations under the Agreement (the
"Company Released Claims"); provided, however, that this
release shall not affect the rights of the Company Parties
under this Rescission Agreement or under any other
agreement,
certificate or instrument executed and delivered pursuant to
this Rescission Agreement.
2.6.2 The Stockholder Parties on behalf of themselves
and each of their respective agents, attorneys, insurers,
heirs, assigns, beneficiaries, executors, trustees,
conservators, representatives, predecessors-in-interest,
successors-in-interest, and whomsoever may claim by, under
or
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through them, and all persons acting by, through, under or
in
concert with any of them hereby irrevocably and
unconditionally forever release, remise, acquit and
discharge
each and all of the Company Parties and all of their
respective present, former or future agents,
representatives,
employees, independent contractors, directors, shareholders,
officers, attorneys, insure
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