RESCISSION AGREEMENT
This RESCISSION AGREEMENT (this
“Agreement”) is made as of October 28, 2005 by and
among NT Holding Corp., a Nevada corporation (“NT”),
Alan Lew (“Lew”), Communications Holding Corp.
(“CHC”), Newfair Associates Limited
(“Newfair”) and IW Asset Management Limited (“IW
Asset Mgt”), Kong Kwan Tung (“Tung”), Michael
Chin Som Hsia (“Hsia”), Rick Key International
Investment Limited (“Rick Key”), Investing in Industry,
Inc. (“Investing in Industry”), Robert Papiri
(“Papiri”) and Perfect Field Limited (“Perfect
Field,” collectively with NT, Alan Lew, CHC, Newfair, IW
Asset Mgt, Tung, Hsia, Rick Key, Investing in Industry, Papiri
referred to herein as the “Parties”), and is made with
reference to the following undisputed facts:
A. NT,
Lew, Newfair, IW Asset Mgt and Perfect Field entered into that
certain Agreement for Share Exchange dated August 15, 2005 (the
“Share Exchange Agreement”) pursuant to which NT
acquired all of the issued and outstanding common stock of Newfair
(the “Newfair Stock”) and NT issued to IW Asset Mgt
15,957,280 shares of its common stock (the “IW Asset Mgt
Stock”), Kong Kwan Tung 3,489,320 shares of its common stock
(the “Tung Stock”), Michael Chin Som Hsia 500,000
shares of its common stock (the “Hsia Stock”), Rick Key
International Investment Limited (the “Rick Key
Stock”), Investing in Industry, Inc. 157,500 shares of its
common stock (the “Investing in Industry Stock”),
Robert Papiri 157,500 shares of its common stock (the “Papiri
Stock”) and Alan Lew 200,000 shares of its common stock (the
“Lew Stock”).
B. The
transactions contemplated by the Share Exchange Agreement closed on
August 15, 2005 (the “Closing Date”).
C. On
the Closing Date the Parties agreed that the new management of NT
would timely file its Amendment to Current Report on Form 8K (the
“8K/A”)to attach financial statements of Newfair as
required by the rules and regulations promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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D.
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Lew was notified that the 8K/A would not be
filed on time.
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E. The
Parties now desire to rescind all transactions and actions
contemplated by the Share Exchange Agreement as set forth
herein.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Rescission . Effective as of the original date of this
agreement, August 15, 2005, and anything in the Share Exchange
Agreement to the contrary notwithstanding, all transactions,
actions, covenants set forth in the Share Exchange Agreement are
hereby rescinded and all Parties hereby agree to co-operate with
reverting the Parties back to before the Closing Date.
2.
Return of Shares . NT shall return all of the Newfair Stock
acquired pursuant to the Share Exchange Agreement back to IW Asset
Mgt and Perfect Field in the same proportion as held by IW Asset
Mgt and Perfect Field immediately prior to the Closing Date. Each
of IW Asset Mgt, Kong Kwan Tung, Michael Chin Som Hsia, Rick Key
International Investment Limited, Investing in Industry, Inc.,
Robert Papiri and Lew shall return the IW Asset Mgt Stock, the Tung
Stock, the Hsia Stock, the Rick Key Stock, the Investing in
Industry Stock, the Papiri Stock and the Lew Stock, respectively
back to NT and such share of stock shall be cancelled.
3.
Management Replacement . Yue Wei and Ivan Wong of NT shall
resign as Directors as of the date of this Agreement. The current
officers of NT shall also resign as of the date of this Agreement
and Alan Lew shall be appo
