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EXHIBIT 2.3
SHARE EXCHANGE PURCHASE AGREEMENT
THIS SHARE EXCHANGE PURCHASE AGREEMENT ("Agreement") is entered into as
of this 8th day of November, 2000, by and among ERESOURCE CAPITAL GROUP, INC., a
Delaware corporation (hereinafter referred to as "Buyer"), AVENEL VENTURES,
INC., a Nevada corporation (hereafter referred to as the "Company") and the
individuals listed on the signature pages hereto (each, a "Seller" and
collectively, the "Sellers"), being the sole shareholders of the Company
WHEREAS, Sellers are the owners of record and beneficially own Six
Million Seven Hundred Thousand (6,700,000) shares (the "Shares") of the issued
and outstanding shares of the Company's common stock par value $.001 per share
(the "Common Stock") representing 100% of the capital stock of the Company; and
WHEREAS, Sellers desire to sell the Shares to Buyer, and Buyer desires
to purchase the Shares, upon the terms and conditions set forth herein.
NOW, THEREFORE in consideration of the mutual promises and covenants
contained herein, and for other good valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, and subject to the
accuracy of the representations and warranties of the parties, the parties
hereto agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof,
at the Closing (as defined in Section 1.2 below), Sellers agree to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from
Sellers, the Shares.
1.2 CLOSING. The purchase shall be consummated at a closing
("Closing") to take place at 9:00 o'clock a.m., at the offices of Buyer's
counsel within two (2) weeks after shareholder ratification of Buyer's
acquisition of DM Marketing, Inc. ("DMM"), a Delaware corporation (the "Closing
Date"); unless another time, place or date are otherwise agreed to in writing by
Buyer and the Company.
1.3 PURCHASE PRICE. The purchase price ("Purchase Price") for the
Shares shall be Six Million Seven Hundred Thousand (6,700,000) shares of Common
Stock of the Buyer ("Buyer's Shares"). The purchase price shall be paid at
Closing, by issuance and delivery of Buyer's Shares to Sellers, with each Seller
receiving the number of Buyer's Shares set forth opposite each Seller's name on
Schedule 2.1(a) of the Disclosure Letter entered into between Buyer and the
Company and delivered herewith (the "Disclosure Letter"), against receipt of
certificates representing the Shares, if any, duly endorsed for transfer to
Buyer.
1.4 OTHER AGREEMENTS. At the Closing, the indicated parties shall
execute and deliver the following additional agreements:
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(a) Stock certificates representing all of the Shares, if
any, duly endorsed to Buyer and in blank or assignments separate from
the certificates, transferring the Shares from Sellers to Buyer; and
(b) Investment Representation Letter to the Buyer from
Sellers, substantially in the form attached hereto as Exhibit 1.4.
1.5 BASIC AGREEMENTS AND TRANSACTION DEFINED. This Agreement, the
Disclosure Letter, and the other agreements listed in Section 1.4, are sometimes
referred to as the "Basic Agreement". The transactions contemplated by the Basic
Agreement are sometimes referred to as the "Transactions".
1.6 ASSIGNMENT OF LST TRANSACTION. The Company has been
negotiating for the acquisition of LST, Inc., a Delaware corporation in the
business of home networking technology ("LST"). As further consideration for the
Purchase Price, the Company hereby sells, transfers and assigns to Buyer all of
the Company's negotiating rights and interest in LST, including in connection
with any proposed term sheet, and agrees to recommend to LST that it consider
being acquired by Buyer in lieu of the Company.
1.7 EMPLOYMENT AGREEMENTS. Simultaneously herewith, and effective
as of the date hereof, Michael Pruitt and Melinda Morris Zanoni must each enter
into and deliver employment agreements with the Buyer, substantially in the
forms attached hereto as Exhibit 1.7.
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY.
Sellers represent and warrant to Buyer as follows:
(a) TITLE TO THE SHARES. At Closing, Sellers shall own of
record and beneficially the number of the Shares of the Company listed
on Schedule 2.1(a) of the Disclosure Letter, free and clear of all
liens, encumbrances, pledges, claims, options, charges and assessments
of any nature whatsoever, with full right and lawful authority to
transfer the Shares to Buyer. No person has any preemptive rights or
rights of first refusal with respect to any of the Shares, except for
the Company. There exists no voting agreement, voting trust, or
outstanding proxy with respect to any of the Shares. There are no
outstanding rights, options, warrants, calls, commitments, or any other
agreements of any character, whether oral or written, with respect to
the Shares.
(b) ORGANIZATION. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of
the state of Nevada. The Company has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its
business. The Company is duly qualified and in good standing as a
foreign corporation in each jurisdiction where its ownership of
property or operation of its business requires qualification.
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(c) AUTHORIZED CAPITALIZATION. The authorized
capitalization of the Company consists of 100,000,000 shares of Common
Stock, $.001 par value per share, of which 6,700,000 shares have been
issued and are outstanding. The Shares have been duly authorized,
validly issued, are fully paid and nonassessable with no personal
liability attaching to the ownership thereof and were offered, issued,
sold and delivered by the Company in compliance with all applicable
state and federal laws. The Company does not have any outstanding
rights, options, warrants, calls, commitments, conversion or any other
agreements of any character, whether oral or written, obligating it to
issue any shares of its capital stock, whether authorized or not. The
Company is not a party to and is not bound by any agreement, contract,
arrangement or understanding, whether oral or written, giving any
person or entity any interest in, or any right to share, participate in
or receive any portion of, the Company's income, profits or assets, or
obligating the Company to distribute any portion of its income, profits
or assets.
(d) AUTHORITY. Sellers have full power and lawful
authority to execute and deliver the Basic Agreements and to consummate
and perform the Transactions contemplated thereby. The Basic Agreements
constitute (or shall, upon execution, constitute) valid and legally
binding obligations upon Sellers, enforceable in accordance with their
terms. Neither the execution and delivery of the Basic Agreements by
Sellers, nor the consummation and performance of the transactions
contemplated thereby, (i) conflicts with, requires the consent, waiver
or approval of, results in a breach of or default under, or gives to
others any interest or right of termination, cancellation or
acceleration in or with respect to, any agreement by which Sellers or
the Company is a party or by which Sellers or the Company or any of
their respective properties or assets are bound or affected, or (ii)
will result in the imposition of any claim, lien, encumbrance or
restriction of any kind upon the assets of the Company.
(e) COMPANY FINANCIAL STATEMENTS. The financial
statements of the Company delivered to Buyer (the "Company Financial
Statements") are complete, were prepared in accordance with generally
accepted accounting principles applied on a basis consistent with prior
periods and fairly present the financial position of the Company as of
September 30, 2000 and, except as disclosed to Buyer, there have been
no material changes thereafter.
(f) NO UNDISCLOSED LIABILITIES. Except as set forth in
the Company Financial Statements and as set forth on Schedule 2.1(f) of
the Disclosure Letter, the Company is not aware of any material
liabilities for which the Company or its subsidiary is currently is
liable or will become liable in the future.
(g) COMPLIANCE WITH LAWS. To the Company's knowledge,
neither the Company nor its subsidiary is in violation of any federal,
state, local or other law, ordinance, rule or regulation applicable to
its business, and has not received any actual or threatened complaint,
citation or notice of violation or investigation from any governmental
authority.
(h) NO LITIGATION. There are no actions, suits, claims,
complaints or proceedings pending or, to the Company's knowledge,
threatened against the Company
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or its subsidiary, at law or in equity, or before or by any
governmental department, commission, court, board, bureau, agency or
instrumentality; and there are no facts which would provide a valid
basis for any such action, suit or proceeding. There are no orders,
judgments or decrees of any governmental authority outstanding which
specifically apply to the Company, its subsidiary or any of their
assets.
(i) DISCLOSURE. All statements of Sellers contained in
the Basic Agreements and in the Disclosure Letter by or on behalf of
the Company or Sellers to Buyer are true, and correct in all material
respects and do not omit any material fact necessary to make the
statements contained therein not misleading in light of the
circumstances under which they were made. There are no facts known to
Sellers which could have a material adverse affect upon the business,
financial condition, results of operations, assets or liabilities of
the Company, which have not been disclosed to Buyer in the Basic
Agreements.
(j) MATERIAL CONTRACTS. Each of the Company and its
subsidiary has in all material respects performed all of its
obligations required to be performed by it through the date hereof, and
is not in default or alleged to be in default in any material respect,
under any contract and to the Company's knowledge, there exists no
event, condition or occurrence which, after notice or lapse of time or
both, which constitutes such a default.
(k) TAXES. Each of the Company and its subsidiary has
timely filed all federal, state, local and foreign tax returns and tax
reports required to be filed with the appropriate governmental agency
in all jurisdictions in which such returns and reports are required to
be filed, excepting only those taxes which will not be due until after
the Closing. All such returns and reports are true, correct and
complete, and all amounts shown as owing on them have been paid,
including all interest, penalties, deficiencies and assessments
heretofore levied or assessed against the Company or its subsidiary.
There is no agreement for extension of time of payment of any taxes of
the Company or its subsidiary. There is no examination or audit pending
or threatened by the Internal Revenue Service or by any state or local
taxing authority with respect to tax matters of the Company or its
subsidiary.
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Sellers as follows:
(a) ORGANIZATION. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of
the state of Delaware. Buyer has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its
business. Buyer is duly qualified and in good standing as a foreign
corporation in each jurisdiction where its ownership of property or
operation of its business requires qualification.
(b) AUTHORIZED CAPITALIZATION. The authorized
capitalization of the Buyer consists solely of One Hundred Million
(100,000,000) shares of Common Stock $.04 par value per share, of which
50,888,654 shares have been issued and are outstanding as of October
19, 2000. Except as set forth on Schedule 2.2(b) of the Disclosure
Letter, there
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are no outstanding subscriptions, options, warrants, calls, rights
(including preemptive rights) or agreements for the purchase or
acquisition from the Buyer of any shares of its capital stock or any
securities exchangeable for or convertible into such equity securities.
At Closing, all issued and outstanding stock of Buyer, including the
Buyer's Shares, will have been duly authorized, validly issued, are
fully paid and nonassessable with no personal liability attaching to
the ownership thereof and were offered, issued, sold and delivered by
the Buyer in compliance with all applicable state and federal laws.
Sellers will receive all right, title and interest to the Buyer's
Shares free and clear of all liens, pledges, mortgages, security
interests and claims whatsoever, except restrictions imposed by state
and federal securities laws.
(c) AUTHORITY. Buyer has full power and lawful authority
to execute and deliver the Basic Agreements and to consummate and
perform the Transactions contemplated thereby. The Basic Agreements
constitute (or shall, upon execution, constitute) valid and legally
binding obligations upon Buyer, enforceable in accordance with their
terms. Neither the execution and delivery of the Basic Agreements by
Buyer, nor the consummation and performance of the Transactions
contemplated thereby, (i) conflicts with, requires the consent, waiver
or approval of, results in a breach of or default under, or gives to
others any interest or right of termination, cancellation or
acceleration in or with respect to, any agreement by which Buyer is a
party or by which Buyer or any of its properties or assets are bound or
affected, or (ii) will result in the imposition of any claim, lien,
encumbrance or restriction of any kind upon the assets of Buyer.
(d) NO UNDISCLOSED LIABILITIES. Except as set forth in
Buyer's financial statements previously delivered to Sellers, and as
set forth on Schedule 2.2(d) of the Disclosure Letter or as otherwise
disclosed in Buyer's filings with the Securities and Exchange
Commission, Buyer is not aware of any material liabilities for which
the Buyer or its subsidiaries is liable or will become liable in the
future.
(e) INVESTMENT INTENT. Buyer is acquiring the Shares of
its own account, for investment purposes only, and not with a view to
the sale or distribution of any part thereof and Buyer has no present
intention of selling, granting participation in, or otherwise
distributing the same. Buyer understands the specific risks related to
an investment in the Shares, especially as it relates to the financial
performance of the Company.
(f) COMPLIANCE WITH LAWS. To Buyer's knowledge, neither
Buyer nor any of its subsidiaries is in violation of any federal,
state, local or other law, ordinance, rule or regulation applicable to
its business, and has not received any actual or threatened complaint,
citation or notice of violation or investigation from any governmental
authority.
(g) NO LITIGATION. Except as set forth on Schedule 2.2(g)
of the Disclosure Letter, there are no actions, suits, claims,
complaints or proceedings pending or, to Buyer's knowledge, threatened
against Buyer or any of its subsidiaries, at law or in equity, or
before or by any governmental department, commission, court, board,
bureau,
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agency or instrumentality; and there are no facts which would provide a
valid basis for any such action, suit or proceeding. There are no
orders, judgments or decrees of any governmental authority outstanding
which specifically apply to Buyer, any of its subsidiaries or any of
their assets.
(h) DISCLOSURE. All statements of Buyer contained in the
Basic Agreements and in the Disclosure Letter by or on behalf of Buyer
are true, and correct in all material respects and do not omit any
material fact necessary to make the statements contained therein not
misleading in light of the circumstances under which they were made.
There are no facts known to Buyer which could have a material adverse
affect upon the business, financial condition, results of operations,
assets or liabilities of Buyer, which have not been disclosed in the
Basic Agreements.
(i) MATERIAL CONTRACTS. Buyer and each of its
subsidiaries has in all material respects performed all of its
obligations required to be performed by it through the date hereof, and
is not in default or alleged to be in default in any material respect,
under any contract and, to the Buyer's knowledge, there exists no
event, condition or occurrence which, after notice or lapse of time or
both, which constitutes such a default.
(j) SEC FILINGS. Buyer has filed all reports, schedules,
forms, statements and other documents with the SEC pursuant to
applicable state and federal securities laws through the date hereof
(the "SEC Documents") and the SEC Documents constitute all documents
requires to have been filed by Buyer pursuant to such laws.
(k) TAXES. Except as set forth in Schedule 2.2(k) of the
Disclosure Letter, Buyer and each of its subsidiaries has timely filed
all federal, state, local and foreign tax returns and tax reports
required to be filed with the appropriate governmental agency in all
jurisdictions in which such returns and reports are required to be
filed, excepting only those taxes which will not be due until after the
Closing. All such returns and reports are true, correct and complete,
and all amounts shown as owing on them have been paid, including all
interest, penalties, deficiencies and assessments heretofore levied or
assessed against Buyer or any of its subsidiaries. There is no
agreement for extension of time of payment of any taxes of Buyer or any
of its subsidiaries. There is no examination or audit pending or
threatened by the Internal Revenue Service or by any state or local
taxing authority with respect to tax matters of Buyer or any of its
subsidiaries.
(l) REAL PROPERTY. All of the real property owned by
Buyer or its subsidiaries is listed on Schedule 2.2(l) of the
Disclosure Letter. Buyer's and its subsidiaries' use and occupancy of
such property is in material compliance with all regulations, codes,
ordinances and statutes, including, without limitation, all
environmental protection laws and regulations, occupational safety and
health regulations.
(m) INSURANCE. Buyer maintains insurance policies
covering the assets, business, equipment, properties, employees,
officers and directors of Buyer and its subsidiaries which are of the
type and in amounts customarily carried by persons conducting
businesses similar to those of Buyer and its subsidiaries. There is no
material
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claim by Buyer or any of its subsidiaries pending under any of the
insurance policies as to which coverage has been questioned, denied or
disputed by the underwriters of such policies.
III.
COVENANTS
3.1 COVENANTS. Sellers, on behalf of the Company and its
subsidiary, and Buyer, on behalf of itself and each of its subsidiaries, each
covenant and agree to, from the date hereof to the Closing without the prior
written consent of the other:
(a) ORDINARY COURSE OF BUSINESS. Operate its business
only in the ordinary course and use its best efforts to preserve its
business, properties, assets, organization, goodwill and relationships
with persons with whom it has business dealings.
(b) COMPENSATION. Not (i) enter into or alter any
employment agreements, (ii) grant any severance or increase in
compensation other than normal merit increases consistent with its
general prevailing practices to any officer or employee, (iii) enter
into or alter any labor or collective bargaining agreement or any bonus
or other employee fringe benefit, or (iv) adopt or amend any employee
stock option plan.
(c) NO INDEBTEDNESS. Not create, incur, assume, guarantee
or otherwise become liable with respect to any obligation for borrowed
money, indebtedness, capitalized lease or similar obligation, except in
the ordinary course of business consistent with past practices where
the entire net proceeds thereof are deposited with and used by and in
connection with the business.
(d) MAINTAIN BOOKS. Maintain its books, accounts and
records in the usual, regular and ordinary business manner and in
accordance with generally accepted accounting principles applied on a
basis consistent with past practices.
(e) NO AMENDMENTS. (i) Not amend its corporate charter or
bylaws (or similar documents) or material contracts, and (ii) maintain
its corporate existence, licenses, permits, powers and rights in full
force and effect.
(f) TAXES AND ACCOUNTING MATTERS. (i) File when due all
federal, state and local tax returns and reports which shall be
accurate and complete, including, but not limited to, income,
franchise, excise, ad valorem, and other taxes with respect to its
business and properties, and to pay as they become due all taxes or
assessments, except for taxes for which adequate reserves are
established and which are being contested in good faith by appropriate
proceedings, and (ii) not change its accounting methods or practices or
any depreciation, amortization or inventory valuation policies or
practices.
(g) NO SECURITIES ISSUANCES OR CHANGES/NO DISTRIBUTIONS.
(i) Not issue any shares of any class of capital stock, or enter into
any contract, option, warrant or right calling for the issuance of any
such shares of capital stock, or create or issue any securities
convertible into any securities (except in the case of Buyer for the
transactions
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contemplated herein), (ii) not accelerate or amend the period of
exercisability of options or restricted stock or reprice any options or
warrants or authorize cash payments in exchange for any options or
warrants, and (iii) not declare or pay any dividends on or make any
other distributions in any form in respect of capital stock, or split,
combine or reclassify any capital stock.
(h) DUE COMPLIANCE. Comply in all material respects with
all laws, regulations, rules and ordinances applicable to it and to the
conduct of its business.
(i) CONSENTS. Use its best efforts to obtain the consent
or approval of each person or entity whose consent or approval is
required for the consummation of the Transactions contemplated hereby
and to do all things necessary to consummate the Transactions
contemplated by the Basic Agreements.
(j) AGREEMENTS. Agree to take any of the actions
described in subsections (a)-(i) above.
3.2 APPLICATIONS.
(a) Buyer shall use its best efforts to cause the Buyer's
Shares to be issued pursuant to this Agreement to be listed for trading
on the American Stock Exchange no later than Closing.
(b) Buyer shall use its best efforts to cause the issuance of
the Buyer's Shares to be exempt from registration under applicable
federal and state securities laws and shall take all reasonable steps
as may be necessary to comply with such laws.
3.3 MANAGEMENT OF THE COMPANY. The Company and the Sellers hereby
acknowledge and agree that Buyer shall manage the Company from the date hereof
through the Closing and agree to take all reasonable and necessary action as
requested by Buyer in order to facilitate such management. The Sellers hereby
agree to vote their securities to elect Arthur G. Weiss, Chairman of the Board
of Buyer, to the Company's Board of Directors as soon as reasonably practicable.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLERS TO CLOSE
The obligation of Sellers to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, which may be
waived in whole or in part by Sellers:
4.1 PAYMENTS. Sellers shall have received from Buyer the Buyer's
Shares to be issued at the Closing by Buyer.
4.2 AMERICAN STOCK EXCHANGE. Buyer's Common Stock shall be listed
and trading on the American Stock Exchange and shall not be subject to any
trading halt, suspension or pending de-listing procedures.
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V.
MODIFICATION, WAIVERS, TERMINATION
AND PRESS RELEASES
5.1 MODIFICATION. Buyer and the Company may amend, modify or
supplement this Agreement in any manner as they may mutually agree in writing.
5.2 WAIVERS. Buyer and the Company may in writing extend the time
for or waive compliance by the other with any of the covenants or conditions of
the other contained herein.
5.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated
and the purchase of the Shares may be abandoned before the Closing:
(a) By the mutual written consent of Sellers and Buyer;
(b) By Sellers, if conditions precedent set forth in Article
IV shall not have been satisfied in all material respects on or before
the Closing Date (as the same may be extended from time to time).
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefore. Termination shall not relieve any
party from liability for any willful breach of this Agreement.
5.4 PRESS RELEASES/FILINGS. Buyer and the Company will use their
best efforts to consult with each other and agree before issuing any press
release or otherwise making any public disclosure with respect to the
Transactions contemplated hereby. Buyer shall file this Agreement with the SEC
on Form 8-K as soon as practicable after the Closing and, in any event, within
fifteen (15) business days after the Closing.
VI.
MISCELLANEOUS
6.1 SURVIVAL. Except for the provisions of Section 5.4 and Article
VI which shall survive the Closing or termination hereof, this Agreement,
including the representations and warranties contained in this Agreement and in
any certificate, exhibit or other document delivered pursuant to this Agreement,
shall terminate as of the Closing. No investigation made by any party hereto or
their representatives shall constitute a waiver of any representation or
warranty, and no such representation or warranty shall be merged into the
Closing.
6.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements
and the certificates and other instruments delivered by or on behalf of the
parties pursuant thereto, constitute the entire agreement between the parties.
The terms and conditions of the Basic Agreements shall inure to the benefit of
and be binding upon the respective heirs, legal representatives, successors and
assigns of the parties hereto. Nothing in the Basic Agreements,
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expressed or implied, confers any rights or remedies upon any party other than
the parties hereto and their respective heirs, legal representatives, successors
and assigns.
6.3 APPLICABLE LAW. The Basic Agreements are made pursuant to,
and will be construed under, the laws of the State of Delaware.
6.4 NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and will be deemed to have been
duly given when personally delivered, delivered by a nationally recognized
overnight delivery service, sent via facsimile transmission (receipt confirmed),
or three (3) business days after it is deposited in the United States mail,
certified or registered, return receipt requested, postage prepaid, to:
(a) If to Sellers or to the Company, to:
c/o Avenel Ventures, Inc.
5935 Carnegie Boulevard
Suite 101
Charlotte, NC 28209
Facsimile (704) 553-7136
Attn: Melinda Morris Zanoni, Esq.
(b) If to Buyer, to:
eResource Capital Group, Inc.
3343 Peachtree Road, N.E.
Suite 130
Atlanta, GA 30326
Facsimile: (404) 760-2571
Arthur G. Weiss, Chairman
These addresses may be changed from time to time by like written notice
to the other party.
6.5 HEADINGS. The headings contained in this Agreement are for
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
6.6 COUNTERPARTS. This Agreement may be executed in counterparts
(whether by facsimile or otherwise), each of which will be deemed an original
and all of which together will constitute one instrument.
6.7 SEVERABILITY. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. The
remaining provisions of this Agreement shall be given effect to the maximum
extent then permitted by law.
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6.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable
remedy or right available to a party shall not constitute a waiver of such
right, nor shall any such forbearance, failure or actual waiver imply or
constitute waiver of any subsequent default or breach.
6.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any
legal proceeding based upon this Agreement shall be entitled to reasonable
attorneys' fees and expenses and court costs.
6.10 EXPENSES. Each party shall pay all fees and expenses incurred
by it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
6.11 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith. This
Agreement has been negotiated by and submitted to the scrutiny of Sellers and
Buyer and their counsel and shall be given a fair and reasonable interpretation
in accordance with the words hereof, without consideration or weight being given
to its having been drafted by any party hereto or its counsel.
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IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the date first written above.
"BUYER"
ERESOURCE CAPITAL GROUP, INC.
BY:
-------------------------------------
ARTHUR G. WEISS
ITS: CHAIRMAN OF THE BOARD
"COMPANY"
AVENEL VENTURES, INC.
BY:
-------------------------------------
MELINDA MORRIS ZANONI
ITS: EXECUTIVE VICE PRESIDENT
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The undersigned shareholders of Avenel Ventures, Inc. hereby agree to
and join that certain Share Exchange Purchase Agreement as of the date first
written above.
"SELLERS"
- ------------------------------------ ------------------------------------
Michael D. Pruitt David Crescenzo
- ------------------------------------ ------------------------------------
Melinda Morris Zanoni Joel A. Freeman
- ------------------------------------ ------------------------------------
Georgi Dienst William I. Kissinger
- ------------------------------------ ------------------------------------
Steve Zink Steven J. Murfin
- ------------------------------------ ------------------------------------
Joseph W. Veight William R. Shaw
- ------------------------------------ LOGISOFT CORP.
Pamela B. Ellisberg
By:
---------------------------------
- ------------------------------------ Print Name:
Bruce M. Goldfarb ----------------------
Its:
-----------------------------
- ------------------------------------ BRINK ENTERPRISES, INC.
Frances Leslie
By:
---------------------------------
- ------------------------------------ Print Name:
Richard Reckenbeil ----------------------
Its:
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