Share Exchange Agreement (2001)Full Document 

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                            SHARE EXCHANGE AGREEMENT

         This AGREEMENT, dated as of February 28, 2001, by and among New
Generation Holdings, Inc. ("NGH"), a Delaware Corporation, with offices at 400
West Broadway, New York, New York 10012, New Generation Partners, Inc. ("NGP"),
a Delaware Corporation, with offices at 400 West Broadway, New York, New York
10012 (NGH, NGP and any of their affiliates are referred to collectively herein
as the "Company"), on one hand, and Bob Jordaens ("BJ"), a Belgian individual,
BJ's wholly owned management company, Icare BVBA ("Icare"), a Belgian
Corporation, with offices at Jachthoornlaan 9, Zoersel, Belgium, Rene De
Vleeschauwer ("RdV"), a Belgian individual, RdV's wholly owned management
company Rapide BVBA ("Rapide"), a Belgian Corporation, with offices at
Boterbloemlaan 82, Halle-Zoersel, Belgium, BJ, Icare, RdV and Rapide
collectively herein referred to as the "Minerva Shareholders", on the other.

                                    RECITALS

         WHEREAS, Minerva SoftCare NV ("Minerva"), a Belgian Corporation, Case
Belgie NV ("Case Be"), a Belgian Corporation, Case Nederland BV ("Case Nl"), a
Dutch Corporation and Case France SA ("Case Fr"), a French Societe Anonyme
(Minerva, Case Be, Case Nl and Case Fr are referred to collectively herein as
the "Minerva Group") are in the business of writing and marketing software, as
well as providing consulting services to the users of their software; and

         WHEREAS, NGH through its wholly owned subsidiary, NGP is engaged in the
business of providing emerging ventures with capital and consulting services to
assist in the development and expansion of their businesses; and

         WHEREAS, pursuant to that certain Share Exchange Agreement dated as of
November 17, 2000 (the "Prior Agreement"), the Company acquired 312,500 shares
of existing stock of Minerva (representing 25%), through NGP's wholly owned
subsidiary New Generation Partners, BV, from Icare and Rapide in exchange for
1,931,974 shares of the common stock of NGH; and.

         WHEREAS, Icare and Rapide equally own the remaining outstanding equity
of Minerva; and

         WHEREAS, RdV and BJ equally own sixty percent (60%) of Case Be and its
wholly owned subsidiary, Case Nl and eighty percent (80%) of Case Fr; and

         WHEREAS, RdV, BJ, Icare and Rapide desire to transfer all of the
remaining equity of the Minerva Group, with the exception of the QiD
participation, to NGP in exchange for certain shares common stock of NGH on
terms and conditions as set forth herein.

         NOW THEREFORE, the parties hereby agree as follows:

1. SHARE EXCHANGE AND RELATED MATTERS.

         (A) SHARE EXCHANGES At the Closing (as defined herein in Section 4):



              (i) INITIAL NGP EXCHANGES.

                  (A) Icare shall transfer 468,750 shares of Minerva to NGP in
         exchange for 2,682,671 shares of NGH common stock (the "Exchange
         Shares"); and

                  (B) Rapide shall transfer 468,750 shares of Minerva to NGP in
         exchange for 2,682,671 Exchange Shares.

             (ii) BJ EXCHANGES.

                  (B) BJ shall transfer shares representing 30% of the
         outstanding equity of Case Be to Minerva in exchange for 10,883 newly
         issued shares of common stock of Minerva; and

                  (C) BJ shall transfer shares representing 40% of the
         outstanding equity of Case Fr to Minerva in exchange for 725 newly
         issued shares of common stock of Minerva.

            (iii) RDV EXCHANGES.

                  (A) RdV shall transfer shares representing 30% of the
         outstanding equity of Case Be to Minerva in exchange for 10,882 newly
         issued shares of common stock of Minerva; and

                  (B) RdV shall transfer shares representing 40% of the
         outstanding equity of Case Fr to Minerva in exchange for 726 newly
         issued shares of common stock of Minerva.


             (iv) FINAL NGP EXCHANGES.

                  (A) BJ shall transfer 11,608 shares of Minerva to NGP in
         exchange for 66,461 Exchange Shares; and

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