EXHIBIT 10.1
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT AND RELEASE ("Agreement") is entered into by and
between CENTRE CAPITAL CORPORATION, a Nevada corporation ("CCCX"), and SUNDIAL
MARKETING GROUP, INC., ("Sundial") to be effective as of December 6, 2000.
RECITALS:
A. Sundial assigned to CCCX a five percent (5%) royalty on net sales of
Benex Group, Inc. ("Benex") (the "Royalty Interest") pursuant to an
Assignment Agreement dated June 29, 2000 ("Assignment") between CCCX
and Sundial (the "Purchase").
B. No consideration was paid by CCCX for the Assignment of the Royalty
Interest.
C. The Royalty Interest was created by a Royalty Agreement ("Royalty
Agreement") made between Benex and Sundial on June 8, 2000 under which
Benex agreed to pay Sundial the Royalty Interest conditioned upon
certain performance by Sundial.
D. The parties desire to amicably and mutually rescind and cancel the
Assignment with CCCX returning the Royalty Interest to Sundial.
AGREEMENT:
1. CCCX and Sundial hereby mutually rescind and cancel the Assignment
dated June 29, 2000 between CCCX and Sundial.
2. The effective date of the rescission shall be December 6, 2000.
3. Each party shall bear its own expenses in connection with the original
execution of the Assignment and in connection with this Rescission
Agreement.
4. (a) General Release of CCCX. Sundial on behalf of itself, its
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assigns, any agent, any representative, any attorney, or anyone acting
on its' behalf, irrevocably and unconditionally release and forever
discharge CCCX and/or subsidiary companies, stockholders, successors,
and CCCX's assigns, agents, directors, officers, employees,
representatives, attorneys, divisions, subsidiaries, affiliates (and
agents, directors, officers, employees, representatives and attorneys
of such, customers, clients, divisions, subsidiaries and affiliates),
and each of them (collectively, "Releasees"), from all charges,
complaints, claims (including but not limited to liability for breach
of contract, fraud, Texas Deceptive Trade & Practices Act, and
violations of federal and Texas securities law claims), liabilities,
actions, suits, rights, demands, costs, losses, and debts of any
nature, known or unknown, suspected or unsuspected, including, but not
limited to, rights under federal, state, or local laws relating to
claims growing out of the Assignment, or claims relating to fraud,
tort, personal injury or any alleged agreement that Sundial now has or
claims to have, or which Sundial at any time hereinafter may have or
claim to have, against any of the Releasees, provided, however, this
release shall not include a release of any of the terms and provisions
of this Agreement to be observed, kept, or performed on the part of
CCCX.
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(b) General Release of Sundial. CCCX on behalf of itself, its
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assigns, any agent, any representative, any attorney, or anyone acting
on its behalf, irrevocably and unconditionally release and forever
discharge Sundial and/or subsidiary companies, stockholders,
successors, and Sundial's assigns, agents, directors, officers,
employees, representatives, attorneys, divisions, subsidiaries,
affiliates (and agents, directors, officers, employees,
representatives and attorneys of such, customers, clients, divisions,
subsidiaries and affiliates), and each of them (collectively,
"Releasees"), from all charges, complaints, claims (including but not
limited to liability for breach of contract, fraud, Texas Deceptive
Trade & Practices Act, and violations of federal and Texas securities
law claims), liabilities, actions, suits, rights, demands, costs,
losses, and debts of any nature, known or unknown, suspected or
unsuspected, including, but not limited to, rights under federal,
state, or local laws relating to the Assignment or claims growing out
of the Assignment, or claims relating to fraud, tort, personal injury
or any alleged agreement that CCCX now has or claims to have, or which
CCCX at any time hereinafter may have or claim to have, against any of
the Releasees, provided, however, this release shall not include a
release of any of the terms and provisions of this Agreement to be
observed, kept, or performed on the part of Sundial.
(c) Matters Released. This release includes any and all causes
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of action that could have been asserted in connection with or arising
out of the Assignment, including but not limited to, claims arising
under the Securities Act of 1933, the Securities and Exchange Act of
1934, Texas Securities Act, Texas Deceptive Trade Practices Act,
ERISA, any claims for breach of contract, fraud, exemplary damages,
securities law violations, negligence and breach of fiduciary duty,
attorneys' fees, tort or personal injury of any sort, and any claim
under any state or federal statute or regulation, in equity or at
common law.
5. From and after the Closing, upon the reasonable request of counsel for
CCCX, Sundial shall execute, acknowledge and deliver such documents as
may be appropriate to carry out the transaction contemplated by this
Agreement. CCCX shall execute, acknowledge and deliver a reassignment
of the Royalty Interest back to Sundial in a form suitable for
recordation upon the reasonable request of counsel for Sundial.
6. The timing and content of any announcements, press releases or other
public statements concerning the rescission of the Purchase will occur
upon, and be determined by, CCCX. The foregoing notwithstanding,
nothing herein shall prohibit any party from making any public
disclosure regarding this Agreement and the nature and status of the
transaction contemplated herein if in the opinion of counsel to such
party such disclosure is required under applicable laws.
7. Each of the Parties will cooperate in providing the information
necessary for inclusion in any public disclosure or SEC filing, which
information will in all respects comply with the requirements and
provisions of the Securities Act.
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SUNDIAL:
SUNDIAL MARKETING GROUP, INC.
By: /S/ Ben Nibarger
Ben Nibarger
CCCX:
CENTRE CAPITAL CORPORATION,
a Nevada corporation
By: /S/ Karl Jacobs
Karl Jacobs, CEO
(Acknowledgements Omitted)
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