MUTUAL RESCISSION
                                       OF
                      AGREEMENT AND PLAN OF REORGANIZATION
                             DATED NOVEMBER 29, 1996
                                     BETWEEN
                          LANDMARK INTERNATIONAL, INC.
                                       AND
                            LA JOLLA SECURITIES, INC.

           This MUTUAL  RESCISSION  AGREEMENT,  dated as of December  31,  1996,
between Landmark  International,  Inc., a California  corporation  (LMKI),  with
offices at 1720 E. Garry,  Suite 201, Santa Ana,  California  92705 and La Jolla
Securities Corp., a California corporation (LJSC), with offices at 1020 Prospect
Street, Suite
200, La Jolla, California 92037.

                    WHEREAS,  the  officers  of LMKI and  LJSC  have  deemed  it
           advisable and in the best interests of their respective  stockholders
           to rescind that "Agreement and Plan of Reorganization" dated November
           29, 1996 between LMKI and LJSC. That "Agreement"  specifically called
           for the acquisition of LJSC as a wholly-owned subsidiary of LMKI.

                    FOR  AND  IN  CONSIDERATION,  of  the  mutual  promises  and
           benefits  to be derived by the  parties,  they do hereby  completely,
           mutually and reciprocally release, discharge, acquit and forgive each
           other  from  all  claims,   contracts,   actions,   suits,   demands,
           agreements,   liabilities,   and  proceedings  of  every  nature  and
           description  both at law and in equity that  either  party has or may
           have against the other,  arising  from the  beginning of time to this
           date,  including  but not  limited  to, any claim  arising  from that
           "Agreement and Plan of Reorganization" dated November 29, 1996.

           THIS RELEASE shall be governed by the laws of the State of California
and shall be binding and inure to the benefits of the parties, their successors,
assigns and personal representatives.

           Signed under seal on the date first above written.

LA JOLLA SECURITIES CORP.                        LANDMARK INTERNATIONAL, INC.



Bruce A. Biddick, President - CEO
William Kettle, President

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