EXHIBIT 2.3
RESCISSION OF IMMMU AND IMMCEL ACQUISITION
RESCISSION AGREEMENT
This Agreement is entered into this 23rd day of October 1999 is by and
between TrimFast Group, Inc., ("TrimFast") and ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇ (the "Shareholders")
Whereas, the Shareholders previously owned all of the issued and
outstanding shares of common stock of IMMCEL Pharmaceuticals, Inc. and IMMMU,
Inc. (the "Companies); and
Whereas, TrimFast purchased all of the issued and outstanding shares of
the common stock of the Companies from the Shareholders pursuant to an agreement
dated March 17, 1999 (the "Agreement"); and
WHEREAS, the parties wish to rescind the Agreement;
NOW THEREFORE, in consideration of the mutual coventants contained herein
it is agreed:
1. On or before October 31, 1999, TrimFast shall deliver to the
Shareholders 200 shares of common stock in each entity previously purchased by
TrimFast. Said shares representing all of the issued and outstanding shares of
common stock in both Immmu and Immcel.
2. Upon delivery of the Immmu and Immcel shares, the Shardholders shall be
obligated to deliver to TrimFast a total of 225,000 shares of restricted common
stock of TrimFast previously issued to the Shareholders as follows: ▇▇▇▇▇▇▇
▇▇▇▇▇▇ 150,750 shares, ▇▇▇ ▇▇▇▇▇▇▇ 60,750 shares and ▇▇▇▇▇▇ ▇▇▇▇ 13,500 shares.
Said shares to be duly endorsed for transfer and medallion signature guaranteed.
▇. ▇▇▇▇▇▇▇ will arrange for the delivery to TrimFast of 10,OOO shares of
free trading shares which were previously issued to ▇▇▇▇▇▇ ▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇ shall also deliver to TrimFast the sum of $50,000.
3. TrimFast shall be permitted to market the Immcel and Immmu product
lines until October 31, 1999 after which time all rights, title and interest in
the product shall forever be vested with Immcel and Immmu.
4. Beginning November 1, 1999, TrimFast shall have no right to market or
promote the Immmu and Immcel products and agrees to refrain from using any
marketing material containing the Immcel and Immu product line. In the event
that any orders are received for Immmu or Immcel products after October 31,
1999, TrimFast agrees to refer these orders to Immcel or Immmu for fulfillment.
5. On or before November 1, 1999 TrimFast shall provide the shareholders
with a complete accounting of all revenues and expenses associated with the
operation Immcel and
Immmu. If the accounting indicates that TrimFast generated any profits from the
sale of the Immcel or Immmu products, then in that event, TrimFast shall forward
said profits to Immmu/Immcel. If the accounting indicates a net loss from
operations, then in that event Immmu/Immcel shall reimburse TrimFast the amount
of the net loss.
6. TrimFast warrants and represents that:
(A) The shares to be conveyed hereunder are owned free and clear of all
liens and encumbrances.
(B) Except for the shares to be conveyed hereunder, there are no other
outstanding shares, options, warrants or other rights which upon their exercise
may be converted into shares of common stock of either Immmu or Immcel.
(C) Since the execution of the Agreement, TrimFast has not incurred any
expenses on behalf of either entity except in the ordinary course of business.
(D) TrimFast has not filed for any type of trademark protection for any of
the Immmu or Immcel products.
7. Upon execution of this Agreement, each party releases and forever
discharges the other from liability of whatever kind or nature which may have or
could have arisen as a result of any misstatement in the original transfer
Agreement.
8. The parties agree and acknowledge that the purpose of this agreement is
to restore the respective parties to as close a position as possible as each
party was prior to execution of the original transfer agreement. To the extent
that either party may require the execution of additional documentation to
effectuate these ends, the parties agree to execute such additional
documentation without payment of additional consideration.
9. This Agreement shall be construed pursuant to the laws of the state of
Florida with jurisdiction for any dispute in Tampa, Florida. In the event of any
litigation, the prevailing party shall be entitled to recover all costs
including reasonable attorneys fee.
This Agreement executed the date set forth above.
TrimFast Group, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇
---------------------- ---------------
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇, pres ▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------- ---------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇