Form 8-K, Exhibit 10.1
RESCISSION
AGREEMENT
This Rescission Agreement ("Agreement") is
entered into and effective as of November 17, 2008, by and between General Red
International, Inc, a Texas corporation ("Company"), Xingping Hou
("Xingping Hou"), Xingguo
General Red Navel Orange Preservation Company, Ltd.
(“Xingguo”) and
Xingguo General Fruits Development Company, Ltd. ("General
Fruits"). All parties to this Agreement are hereinafter
collectively referred to as “Parties”.
RECITALS
WHEREAS, on August 08, 2008,
the Company entered five agreements (including a Consultation
Agreement, an Operating Agreement, a Proxy Agreement, a Share
Pledge Agreement, and an Option Agreement, collectively referred to
as "Control Transaction Agreements”) with Xingguo, Xingping
Hou and General Fruits.
WHEREAS, the Parties wish to rescind and
nullify Control Transaction
Agreements and the issuance
of any shares of common stock that are issued to Xingping Hou
pursuant to the Control
Transaction Agreements.
NOW THEREFORE, the Parties agree as follows:
Section 1. Rescission. The Parties hereby agree
that the Control Transaction Agreements entered on August 08, 2008,
including a Consultation
Agreement, an Operating Agreement, a Proxy Agreement, a Share
Pledge Agreement, and an Option Agreement, are rescinded and
nullified and are of no force and effect from the outset, effective
on the date first
