Unassociated Document


    Exhibit
      10.2

     

     

    
      RESCISSION
        AGREEMENT

      


      Rescinding
        Asset Purchase Agreement

      Of
        August 14, 2007

      Between

      Latin
        Television, Inc.

      and

      THE
        League Publishing Inc.,

      


      


      THIS
        RESCISSION AGREEMENT
("Agreement"), dated November 15, 2007, between THE League
        Publishing, Inc. (“THE League”), a Nevada corporation, and
Latin Television, Inc. (“LTV”)(formally Stratus Entertainment,
        Inc.), a Nevada corporation, is made with reference to the following provisions,
        and shall be effective upon execution.

      


      RECITALS

      


      WHEREAS,
        THE League and LTV entered
        into an Asset Purchase Agreement (“Purchase Agreement”) on August 14, 2007,
        whereby THE League transferred all of its rights, title and interest of its
        Studio Assets, Television Rights Assets and Intellectual Property Assets
        (collectively “the assets”) to LTV in exchange for 1,500,000 shares of
        restricted common stock of LTV.  See Exhibit A.

      


      WHEREAS,
        the terms of the Purchase
        Agreement required THE League to provide to LTV an audit of the acquired
        Assets.  Despite substantial effort, THE League has been unable to
        provide an audit acceptable to LTV.

      


      WHEREAS,
        LTV and THE League agree to
        rescind the Purchase Agreement pursuant to Section 16 of such
        agreement.  LTV and THE League agree that all documents executed in
        reliance of the Purchase Agreement shall be considered null and void.
        Additionally, all stock issued pursuant to, or in reliance of, the Purchase
        Agreement shall be returned to its original stockholders or their
        assigns.

      


      WHEREAS,
        LTV and THE League recognize
        that both parties have worked together in good faith in regard to the Purchase
        Agreement and agree to hold each other harmless for the failure of its
        execution.

      


      WHEREAS,
        LTV and THE League recognize
        the value of the others respective contribution and both desire to continue
        negotiations and efforts to reorganize the transaction in a more effective
        structure.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      AGREEMENT

      


      NOW,
        THEREFORE, in
        consideration of the mutual agreements, warranties and representations contained
        in this agreement, the parties hereby agree as follows:

      


      INCORPORATION
        OF RECITALS.  The recitals and prefatory phrases and
        paragraphs set forth above are hereby incorporated in full and made part
        of this
        Agreement.

      


      RECISSION:
        The Asset Purchase Agreement of August 14, 2007 shall be rescinded, unwound
        and
        void ab initio.  All rights, title and interest of the assets
        transferred pursuant to that agreement shall be returned THE
        League.  THE League shall return 1,500,000 shares of common stock to
        LTV.  Further, all documents executed in reliance, or corollary to the
        Purchase Agreement, will be considered null and void.

      


      The
        Purchase Agreement shall be of no
        further force or effect, and no obligation, right, or liability shall attach
        to
        LTV or THE League.  Each party shall bear its own costs incurred in
        connection with the negotiation, preparation, and execution of this Rescission
        Agreement.

      


      RELEASES:    LTV,
        it’s past, present and future executives and board members hereby release,
        cancel, forgive and forever discharge and THE League from all actions, claims,
        demands, damages, obligations, liabilities, controversies and executions,
        of any
        kind or nature whatsoever, whether known or unknown, whether suspected or
        not,
        which have arisen, or may have arisen, or may arise by reason of the Purchase
        Agreement or its subsequent rescission.  LTV specifically waives any
        claim or right to assert any cause of action or alleged case of action or
        claim
        or demand which has, through oversight or error intentionally or
        unintentionally, or through a mutual mistake, have been omitted from this
        agreement.


       

      THE
        League also hereby release, cancel,
        forgive and forever discharges LTV, its officers, directors, (past, present
        and
        future), its affiliates, subsidiaries, and/or subcontractors from all actions,
        claims, demands, damages, obligations, liabilities, controversies and
        executions, of any kind or nature whatsoever, whether known or unknown, whether
        suspected or not, which have arisen, or may have arisen, or may arise by
        reason
        of the Purchase Agreement or its subsequent rescission.  THE League
        specifically waives any claim or right to assert any cause of action or alleged
        case of action or claim or demand which has, through oversight or error
        intentionally or unintentionally or through a mutual mistake, been omitted
        from
        this agreement.


       

      ENTIRE
        AGREEMENT.  This Agreement sets forth the entire agreement
        and understanding of THE League and LTV with respect to the subject matter
        hereof and supersedes all prior contemporaneous written or oral agreements,
        understandings or representations which are not specifically contained
        herein.  Both parties participated in the drafting of this Agreement
        and therefore consent that the terms of this Agreement shall not be construed
        for or against either party.  This Agreement may be amended or
        modified only by a written instrument signed by both parties.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      DISPUTE
        RESOLUTION.  The parties agree to attempt to resolve any
        claim or dispute arising out of, or relating to, this Agreement by mediation
        and
        good faith reasonable negotiation prior to resorting to litigation or other
        judicial process.  In the event that litigation arises from the terms
        or performance of this Agreement, the prevailing party shall be entitled
        to
        recover court costs and their reasonable attorney fees.

      


      COUNTERPARTS.
        This Agreement may be executed in two or more counterparts, each
        of
        which shall be deemed an original, but both of which taken together shall
        constitute one and the same Agreement.

      


      NO
        THIRD PARTY BENEFICARIES. The terms and provisions contained in this
        agreement (including the documents and the instruments referred to herein)
        are
        not intended to confer upon any person other than the parties hereto any
        rights
        or remedies hereunder.

      


      FURTHER
        ASSURANCES.  Upon the execution of this Agreement, the other
        parties shall do, execute, acknowledge and deliver all such further acts,
        assurances, deeds, assignments, transfers, conveyances and other instruments
        and
        papers as may be reasonably required or appropriate to carry out the
        transactions contemplated by this Agreement.

      


      


      IN
        WITNESS WHEREOF,
        THE League and LTV have executed this Agreement as of the
        date first above written.

      


       

      
        	Latin
                Television, Inc.	
                THE
                  League Publishing Inc.

              


        	
                f.k.a.
                  Stratus Entertainment, Inc.

              	 


        	 	 


        	 	 


        	
                By
                  /s/ Randall Appel

              	
                /s/
                  Hans Jonas Petterson

              


        	
              	
                Mr.
                  Randall Appel

              	
                Hans
                  Jonas Petterson

              


        	
                President

              	
                Chief
                  Executive Officer, Executive
                  Director

              


      

       

      
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