EXHIBIT 10.1
                              RESCISSION AGREEMENT

     THIS  RESCISSION AGREEMENT AND RELEASE ("Agreement") is entered into by and
between  CENTRE CAPITAL CORPORATION, a Nevada corporation  ("CCCX"), and SUNDIAL
MARKETING  GROUP,  INC.,  ("Sundial")  to  be  effective as of December 6, 2000.

RECITALS:

     A.   Sundial  assigned to CCCX a five  percent (5%) royalty on net sales of
          Benex Group, Inc.  ("Benex") (the "Royalty  Interest")  pursuant to an
          Assignment  Agreement dated June 29, 2000 ("Assignment")  between CCCX
          and Sundial (the "Purchase").

     B.   No  consideration  was paid by CCCX for the  Assignment of the Royalty
          Interest.

     C.   The  Royalty  Interest  was created by a Royalty  Agreement  ("Royalty
          Agreement") made between Benex and Sundial on June 8, 2000 under which
          Benex  agreed to pay  Sundial the Royalty  Interest  conditioned  upon
          certain performance by Sundial.

     D.   The parties  desire to amicably  and  mutually  rescind and cancel the
          Assignment with CCCX returning the Royalty Interest to Sundial.

AGREEMENT:

     1.   CCCX and Sundial  hereby  mutually  rescind and cancel the  Assignment
          dated June 29, 2000 between CCCX and Sundial.

     2.   The effective date of the rescission shall be December 6, 2000.

     3.   Each party shall bear its own expenses in connection with the original
          execution of the  Assignment  and in connection  with this  Rescission
          Agreement.

     4.       (a)  General Release of CCCX.  Sundial  on  behalf  of itself, its
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          assigns, any agent, any representative, any attorney, or anyone acting
          on its' behalf,  irrevocably and  unconditionally  release and forever
          discharge CCCX and/or subsidiary companies, stockholders,  successors,
          and  CCCX's   assigns,   agents,   directors,   officers,   employees,
          representatives,  attorneys, divisions, subsidiaries,  affiliates (and
          agents, directors, officers, employees,  representatives and attorneys
          of such, customers, clients, divisions,  subsidiaries and affiliates),
          and  each of  them  (collectively,  "Releasees"),  from  all  charges,
          complaints,  claims (including but not limited to liability for breach
          of  contract,  fraud,  Texas  Deceptive  Trade &  Practices  Act,  and
          violations of federal and Texas  securities law claims),  liabilities,
          actions,  suits,  rights,  demands,  costs,  losses,  and debts of any
          nature, known or unknown, suspected or unsuspected, including, but not
          limited to,  rights under  federal,  state,  or local laws relating to
          claims  growing out of the  Assignment,  or claims  relating to fraud,
          tort, personal injury or any alleged agreement that Sundial now has or
          claims to have, or which Sundial at any time  hereinafter  may have or
          claim to have, against any of the Releasees,  provided,  however, this
          release shall not include a release of any of the terms and provisions
          of this  Agreement to be observed,  kept,  or performed on the part of
          CCCX.


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               (b)  General  Release of Sundial.  CCCX on behalf of itself,  its
                    ---------------------------
          assigns, any agent, any representative, any attorney, or anyone acting
          on its behalf,  irrevocably  and  unconditionally  release and forever
          discharge   Sundial   and/or   subsidiary   companies,   stockholders,
          successors,  and  Sundial's  assigns,  agents,  directors,   officers,
          employees,   representatives,   attorneys,  divisions,   subsidiaries,
          affiliates    (and    agents,    directors,    officers,    employees,
          representatives and attorneys of such, customers,  clients, divisions,
          subsidiaries  and  affiliates),   and  each  of  them   (collectively,
          "Releasees"),  from all charges, complaints, claims (including but not
          limited to liability for breach of contract,  fraud,  Texas  Deceptive
          Trade & Practices Act, and violations of federal and Texas  securities
          law claims),  liabilities,  actions,  suits, rights,  demands,  costs,
          losses,  and  debts of any  nature,  known or  unknown,  suspected  or
          unsuspected,  including,  but not limited to,  rights  under  federal,
          state,  or local laws relating to the Assignment or claims growing out
          of the Assignment,  or claims relating to fraud, tort, personal injury
          or any alleged agreement that CCCX now has or claims to have, or which
          CCCX at any time hereinafter may have or claim to have, against any of
          the  Releasees,  provided,  however,  this release shall not include a
          release of any of the terms and  provisions  of this  Agreement  to be
          observed, kept, or performed on the part of Sundial.

               (c)  Matters  Released.  This release includes any and all causes
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          of action that could have been asserted in connection  with or arising
          out of the  Assignment,  including but not limited to, claims  arising
          under the  Securities  Act of 1933, the Securities and Exchange Act of
          1934,  Texas  Securities  Act, Texas  Deceptive  Trade  Practices Act,
          ERISA, any claims for breach of contract,  fraud,  exemplary  damages,
          securities law  violations,  negligence and breach of fiduciary  duty,
          attorneys'  fees,  tort or personal  injury of any sort, and any claim
          under any state or  federal  statute  or  regulation,  in equity or at
          common law.

     5.   From and after the Closing, upon the reasonable request of counsel for
          CCCX, Sundial shall execute, acknowledge and deliver such documents as
          may be appropriate to carry out the  transaction  contemplated by this
          Agreement. CCCX shall execute,  acknowledge and deliver a reassignment
          of the  Royalty  Interest  back  to  Sundial  in a form  suitable  for
          recordation upon the reasonable request of counsel for Sundial.

     6.   The timing and content of any  announcements,  press releases or other
          public statements concerning the rescission of the Purchase will occur
          upon,  and be  determined  by, CCCX.  The  foregoing  notwithstanding,
          nothing  herein  shall  prohibit  any party  from  making  any  public
          disclosure  regarding  this Agreement and the nature and status of the
          transaction  contemplated  herein if in the opinion of counsel to such
          party such disclosure is required under applicable laws.

     7.   Each of the  Parties  will  cooperate  in  providing  the  information
          necessary for inclusion in any public disclosure or SEC filing,  which
          information  will in all  respects  comply with the  requirements  and
          provisions of the Securities Act.


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SUNDIAL:

SUNDIAL  MARKETING  GROUP,  INC.

By:  /S/  Ben  Nibarger
     Ben  Nibarger


CCCX:

CENTRE  CAPITAL  CORPORATION,
     a  Nevada  corporation

By:  /S/  Karl  Jacobs
     Karl  Jacobs,  CEO



(Acknowledgements  Omitted)


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