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Exhibit 2.2
RECISION AND RELEASE
This Recision and Release is made and entered into December 1, 1996 by
and among American Clinical Labs, Inc. ("ACL"), a Florida Corporation, North
American Resorts, Inc. ("North American"), a Colorado Corporation, Anthony A.
Arrigoni, D. Jerry Diamond, Richard J. Diamond and Donald R. Mastropietro.
WHEREAS, the parties entered into an agreement entitled "Agreement and
Plan of Reorganization" dated September 3, 1996, and a "Cross-Receipt and
Closing Certificate" dated October 7, 1996 and
WHEREAS, the parties have taken certain actions and entered into
certain transactions pursuant to , in connection with and as a result of said
agreement; and
WHEREAS, the parties desire to return to their individual status as if
they had never entered into said agreement; taken the actions and entered into
the transactions as aforesaid; and
WHEREAS, the certificate representing the 41,000,000 shares of North
American common stock will be returned immediately to North American's transfer
agent marked "Canceled"; and
WHEREAS, North American will send a letter to its transfer agent,
instructing it to issue a new certificate to ACL for 12,500,000 shares of North
American's restricted common stock, a copy of which is attached as Exhibit "A"
to this agreement; and
WHEREAS, the certificates representing the common and preferred stock
of Channel America (formerly EVRO Corporation) delivered to North American at
the Closing will be returned to ACL; and
WHEREAS, the Promissory Notes totaling $239,658.25 delivered to North
American at the Closing will be returned to ACL; and
WHEREAS, the liabilities totaling $283,717.16 that were assumed by
North American at the Closing will be reassumed by ACL; and
WHEREAS, Richard J. Diamond hereby resigns as an officer and director
of North American, and Donald R. Mastropietro resigns as an officer of North
American effective December 1, 1996 and have attached said resignations as
Composite Exhibit "B" to this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
recision and releases set forth herein, the parties agree as follows:
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Section 1. The aforesaid Agreement and Plan of Reorganization,
together with all contracts, agreements, understandings, sales of stock,
transactions and employment and non-competition agreements and every action and
transaction arising out of, in connection with, or consequently or incidentally
related to, the Agreement and Plan of Reorganization and other contracts,
agreements, and understandings, whether or not specifically identified in this
Recision and Release, are hereby rescinded, canceled and terminated with the
effect that the parties are restored to their respective condition and status,
inter se, which existed prior to entering into the Agreement and plan of
Reorganization and all such contracts, agreements, understandings, sale of
stock, transactions, employment and non-competition agreements.
Section 2. The parties will cooperate for the purpose of
achieving the purposes and intents of Section 1, including executing and
delivering such further and additional documents and instruments as may be
deemed necessary and desirable.
Section 3. Each of the parties, for themselves, their directors,
officers, stockholders, employees and agents, their successors, heirs and
assigns does hereby release, irrevocably and unconditionally, every other
party, their directors, officers, stockholders, employees and agents, their
successors, heirs and assigns, from any and every demand, claim, liability,
injury, suit, damage and cause of action which such party may now or hereafter
have, arising out of or in connection with the Agreement and Plan of
Reorganization and all such contracts, agreements, understandings, sales of
stock, transactions and employment and non-competition agreements, specifically
and generally identified in this Recision and Release, and the actions and
transactions arising out of, in connection with or consequently or incidentally
related thereto.
IN WITNESS WHEREOF, the parties have executed this agreement the date
first above written.
(Seal)
ATTEST: AMERICAN CLINICAL LABS, INC.
/s/ Teresa B. Fannin By: /s/ D. Jerry Diamond
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Teresa B. Fannin, Secretary D. Jerry Diamond, President
(Seal)
ATTEST: NORTH AMERICAN RESORTS, INC.
/s/ Anthony Arrigoni By: /s/ Anthony Arrigoni
- --------------------------------- -------------------------------
Anthony Arrigoni, Secretary Anthony Arrigoni, Vice President
Richard J. Diamond
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/s/ Richard J. Diamond
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Donald R. Mastropietro
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/s/ Donald R. Mastropietro
STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared D. JERRY DIAMOND, President of American
Clinical Labs, Inc., personally known to me or who has produced
__________________ as identification and who did take an oath, and he
acknowledged before me that he executed the foregoing document freely and
voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
STATE OF FLORIDA
COUNTY OF ORANGE
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared ANTHONY ARRIGONI, Vice President of North
American Resorts, Inc. personally known to me or who has produced
______________ as identification and who did take an oath, and he acknowledged
before me that he executed the foregoing document freely and voluntarily for
the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared RICHARD J. DIAMOND, personally known to
me or who has produced __________________ as identification and who did take an
oath, and he acknowledged before me that he executed the foregoing document
freely and voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared Donald R. Mastropietro, personally known
to me or who has produced __________________ as identification and who did take
an oath, and he acknowledged before me that he executed the foregoing document
freely and voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
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