EXHIBIT 2 (A)
AGREEMENT FOR RECISSION OF MERGER
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THIS AGREEMENT is made and entered into this ____day
of _____________, 2000, by and between Digital Video Display Technology Corp.,
a Nevada corporation, ("DVDT")and eMedia3,Inc., California corporation ("eM3").
W I T N E S S E T H:
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This Agreement is made and entered into with reference to the
following facts:
A. DVDT and eM3 entered into an Agreement and Plan of
Merger ("Merger").
B. DVDT and eM3 desire to rescind the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is agreed by the parties as follows:
1. Rescission. DVDT and eM3 agree that there was a
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mutual mistake of fact in regard to the Merger and it is in the interests of
both parties to rescind the Merger. The parties acknowledge that their
respective release of contractual rights constitutes sufficient consideration
for the rescission.
2. Miscellaneous.
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(a) Time. Time is of the essence of this
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Agreement and in the performance and enforcement of each of the promises,
covenants, representations and warranties of the parties contained herein. For
the purpose of computing any period of time prescribed herein or relating
hereto, the first day shall be excluded. If the period of time is six (6) days
or more, weekends and public holidays shall be included. An act required to be
performed on a day shall be performed at or before the close of business on such
day. If an act is required to be performed on a certain day and such day is not
a regular business day, the time of performance or measurement shall be extended
to and including the next regular business day.
(b) Entire Agreement.This Agreement constitutes
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the entire agreement of the parties and all prior rights, negotiations and
representations are merged herein.
(c) Binding Effects. This Agreement shall inure
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to the benefit of, and be binding upon, the parties and their several successors
in interested in any capacity.
(d) Applicable Law. This Agreement shall be
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construed in accordance with the laws of the State of Nevada.
(e) Notices. Any notice or notices which any
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party hereto deems necessary, useful or convenient to give to any other party
or parties hereto, at any time and from time to time,shall be in writing and
shall be personally served upon or mailed to the parties at the addresses listed
in the first paragraph of this Agreement.
(f) Attorneys' Fees and Costs. If any legal
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action or any arbitration or other proceeding is brought for the enforcement
of this Agreement or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding,
in addition to any other relief to which he may be entitled.
(g) Counterparts. This Agreement may be executed
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in any number of counterparts, each of which shall be deemed to constitute one
and the same instrument.
(h) Captions. Article and paragraph captions
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contained in this Agreement are inserted only as a matter of convenience and
reference. Said captions shall not be construed to define, limit, restrict,
extend or describe this Agreement or the intent of any provision hereof.
(i) Gender and Number. Whenever used in this
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Agreement and as required by the context of the transaction,the single number
shall include the plural, the plural number shall include the singular, and
masculine gender shall include the feminine and neuter.
(j) Form of Association. As required by the
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context, the term "person" shall include individuals, partnerships, limited
partnerships, corporations, estates and trusts.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
DIGITAL VIDEO DISPLAY TECHNOLOGY CORP.
By:___________________________________
eMEDIA3,Inc.
By:__________________________________________