EXHIBIT 10(A)
RESCISION
OF
AGREEMENT AND PLAN OF SHARE EXCHANGE
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THIS AGREEMENT of RESCISION OF THE PLAN OF SHARE EXCHANGE (the
"Agreement"), is entered into effective as of June 30, 2002 (the "Effective
Date"), by and among GREENLAND CORPORATION, a Nevada corporation ("Greenland"),
▇▇▇▇ ▇▇▇▇▇, DK Capital (its assigns) and ▇▇▇▇ ▇▇▇▇▇ stockholders of Zzyzx
("ZZ")(collectively, the "Stockholders").
WHEREAS, by agreement dated September 28, 2001, Greenalnd and the
Stockholders entered into the Agreement and Plan of Share Exchange (the
"Agreement") whereby the Stockholders exchanged collectively, 100,000 shares of
common stock of ZZ in exchange (the "ZZ Shares") for, collectively, 60
Convertible Preferred Shares of Greenland Stock (the "Greenaldn Shares")(the
"Exchange") in accordance to terms and conditions set forth in the Agreement;
WHEREAS, management of ZZ has located a purchaser for all the common stock
of ZZ, including the ZZ Shares and Greenland has not been able to meet all terms
and conditions of the Agreement;
WHEREAS, Greenland and the Stockholders desire that the Exchange be rescinded
and the ZZ Shares be returned to the Stockholders and the Greenland Shares be
returned to Greenland and the parties release each other from any and all claims
and/or causes of action, if any.
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, agreements and conditions contained herein, and in order to set forth
the terms and conditions of the Rescision of the Exchange and the mode of
carrying the same into effect, the parties hereto hereby agree to this Agreement
as follows:
ARTICLE 1.
RESCISION
The Stockholders and Greenland hereby agree for mutual consideration, to rescind
the Exchange and the Parties will agree upon a mutually acceptable date whereby
Stockholders will deliver the Greenland Shares to Greenland and Greenland will
deliver the ZZ Shares to Stockholders. Each party agrees to execute the
appropriate stock powers and/or other appropriate documentation.
ARTICLE 2
MUTUAL RELEASE
Except for those obligations arising under this Agreement, Stockholders (i)
shall and hereby do relieve, release, exonerate and forever discharge Greenland,
including without limitation its officers, directors and affiliates from any and
all claims, debts, liabilities, obligations or causes of action of whatever
nature, known or unknown, which arose in connection with and/or are related to
any action, conduct or event which occurred on or prior to the date of this
Agreement and may exist in favor of Stockholders ; and Greenland (ii) shall and
hereby does relieve, release, exonerate and forever discharge Stockholders from
any and all claims, debts, liabilities, obligations or causes of action of
whatever nature, whether known or unknown, which arose in connection with and/or
are related to any action, conduct or event which occurred on or prior to the
date of this Agreement and may exist in favor of Greenland.
WAIVER OF LIMITATION ON MUTUAL GENERAL RELEASE
The Parties expressly waive any and all rights and benefits conferred upon each
or any of them by California Civil Code Section 1542 and/or any substantially
similar provision of Nevada or Federal law, providing as follows:
A general release does not extend to claims, which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which, if
known by him, must have materially affected his settlement with the debtor.
Notwithstanding Section 1542 and/or any substantially similar provision of
Nevada or federal law, the mutual release set forth in the Release Agreement
shall have full force and effect in accordance with their particular terms. The
Parties knowingly and voluntarily waive the provision of Section 1542 and/or any
substantially similar provision of Nevada or federal law, as well as any other
statute, law or rule of similar effect, and acknowledge and agree that this
waiver is an essential and material term of this Release Agreement, and that
without such waiver this Release Agreement would not have been entered into by
the Parties.
ARTICLE 3
ASSIGNMENT
Until such time as management of ZZ completes the proposed sale, Greenland
hereby assigns to DK Capital and/or its assigns all voting rights to the ZZ
Shares for the purposes of consummating said transaction.
ARTICLE 4
NOTICE
All notices that are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be sufficient in all respects if given
in writing and delivered by hand or national overnight courier service,
transmitted by telecopy or mailed by registered or certified mail, postage
prepaid, as follows:
If to Greenland to:
▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
Greenland Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Stockholders to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Ashford Capital
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other address or addressed as any party hereto shall have designated by
notice in writing to the other parties hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement and
Plan of Share Exchange as of the day and year first above written.
GREENLAND CORPORATION ("GREENLAND")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. CEO
"STOCKHOLDERS"
s/s ▇▇▇▇ ▇▇▇▇▇ , A Shareholder
/s/ ▇▇▇▇ ▇▇▇▇▇, A Shareholder
/s/ DK Capital , A Shareholder
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇