TERMINATION AGREEMENT AND
RELEASE
THIS
TERMINATION AGREEMENT AND RELEASE (the “Agreement”) is
made and entered into as of May 18, 2005, by and among BECOMING
ART, INC., a Nevada corporation (“ Parent ”),
20/20 ACQUISITION, INC., a Delaware corporation and a wholly-owned
subsidiary of Parent (“ Acquisition Corp. ”),
and 20/20 TECHNOLOGIES, INC., a Delaware corporation (the “
Company ”) (collectively referred to as
“Released Parties”). The Released Parties and their
officers, directors, attorneys, agents and affiliates are sometimes
referred to herein individually as a “Party” and
collectively as the “Parties.”
BACKGROUND
WHEREAS, on
April 19, 2005, the Parties entered into an Agreement and Plan
of Merger (the “Merger Agreement”) in which Parent was
to acquire all of the outstanding capital
stock of the
Company through the merger (the “Merger”) of
Acquisition Corp. and the Company, with the Company being the
surviving corporation.
WHEREAS, the
Merger was subject to certain conditions which have not been met;
and
WHEREAS, the
Parties have agreed that the Merger Agreement and all its related
effects shall be terminated in all respects and that they shall
each be returned to their respective
positions prior
to entering into the Merger Agreement as of the date of this
Agreement (the “Termination” or “Termination
Date”); and
WHEREAS, the
Parties hereto desire to set forth their respective rights and
obligations with respect to the Termination;
NOW, THEREFORE,
in consideration of the premises and of the mutual agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency
of which are
hereby acknowledged, the Parties hereby covenant and agree as
follows:
(a) All rights and obligations
between the Parties, including, without limitation, the Merger
Agreement, and any obligations identified in any securities filings
made pursuant thereto, are duly and effectively terminated as of
the Termination Date.
(b) As a result of the Termination, the Parties each
specifically acknowledge and agree, without limitation,
that:
1. The Merger has not occurred
and will not occur;
2. No shares of common
stock of any of the Parties have or will be issued or exchanged by
or between the Parties; and
3. No officers or
directors of any of the Parties have resigned and none of the
officers or directors of the Company have or will be appointed to
the board of directors or as officers of the Parent.
2.
RELEASES. In exchange for the benefits received under this
Agreement, to which they may not otherwise be entitled, the Parties
hereby agree not to pursue or further any action, cause of action,
right, suit, debt, compensation, expense, liability, contract,
co
