SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Environmental Remediation Holding Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
29406V100
- --------------------------------------------------------------------------------
(CUSIP Number)
John G. Igoe, Esq.
Edwards & Angell, LLP
250 Royal Palm Way, Suite 300
Palm Beach, Florida 33480
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Howard D. Talks
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not Applicable.
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable.
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America.
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 1,427,500
----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by ---------------------
----------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
1,427,500
Person
----------------------------------------------------------
With 10 Shared Dispositive Power
----------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,427,500
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
Not Applicable.
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
Approximately .29%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
This Schedule 13D is filed by Howard D. Talks (the "Reporting Person")
on his behalf. The information disclosed relates to information disclosed by Mr.
Talks, ERHC Investment Group LLC, ERHC Investment Group II LLC, ERHC Investment
Group A LLC, Samoa LLC, Ernest D. Chu, Rene Eichenberger, Daniel Levin, Gregg
Srinivasan and Noreen G. Wilson (the "Group") in Schedule 13D filed on May 21,
1999 (the "May 1999 Schedule 13D"). Mr. Talks is not filing this Schedule 13D on
behalf of any other member of the Group. The information herein is intended to
supplement and modify any information included in the May 1999 Schedule 13D
which relates to Mr. Talks. Capitalized terms not defined herein shall have the
meanings given those terms in the May 1999 Schedule 13D, a copy of which is
attached hereto as Exhibit 1.
This Schedule 13D is filed to disclose: (i) to Mr. Talks' knowledge
and belief, notice by the Issuer of breach of the Letter of Intent and
termination of the Letter of Intent by the Issuer; (ii) notice of the withdrawal
of Mr. Talks and ERHC Investment Group Inc. ("Investment Group Inc.") from
involvement in the Letter of Intent and in the transactions contemplated by the
Letter of Intent relating to the proposed purchase of Shares of Environmental
Remediation Holding Corporation ("Issuer") and the objection of the Issuer to
such notice; (iii) the withdrawal of Mr. Talks and Investment Group Inc. as part
of the Group described in the May 1999 Schedule 13D; (iv) the resignation of Mr.
Talks as managing member of Investment Group I and Investment Group II and the
replacement of Mr. Talks as managing member of Investment Group I and Investment
Group II by Ernest D. Chu; and (v) that Mr. Talks is no longer seeking to
acquire the Shares or gain control of Issuer or to thereafter replace its
existing board of directors and executive officers.
Item 1. Security and Issuer
This statement relates to the common stock, par value $.0001 per share
(the "Common Stock"), of Environmental Remediation Holding Corporation, a
corporation organized under the laws of the State of Colorado ("Issuer"), whose
principal executive offices are located at 16101 La Grande Drive, Suite 100,
Little Rock, Arkansas 72223.
Item 2. Identity and Background
This statement is filed on behalf of Howard D. Talks, an individual
citizen of the United States of America ("Reporting Person"). Mr. Talks is the
former sole managing member of each of Investment Group I and Investment Group
II and has been replaced as managing member by Ernest D. Chu. Mr. Talks' present
principal occupation is as an investor, and his principal business address is
c/o Corporate Builders, 515 North Flagler Drive, Suite 120, West Palm Beach,
Florida 33401.
During the last five years, the Reporting Person has not been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration
Not Applicable.
Item 4. Purpose of Transaction
As previously reported in the May 1999 Schedule 13D, the purpose of
the transactions contemplated by the Letter of Intent, as assigned by Investment
Group Inc. to Investment Group I, Investment Group II and Investment Group A,
was for Investment Group I, Investment Group II and Investment Group A to
acquire the Shares and thereby acquire control of Issuer. Mr. Talks and
Investment Group Inc. notified the Issuer that they withdrew from and terminated
their involvement and obligations, if any, in the Letter of Intent and in the
transactions contemplated in the Letter of Intent. The Issuer objected and did
not accept the withdrawal claiming that Mr. Talks was obligated under the Letter
of Intent and observing that the rights and obligations of Investment Group Inc.
had been assigned to Investment Group I, Investment Group II and Investment
Group A.
To the knowledge and belief of Mr. Talks, on or about August 6, 1999,
the Issuer notified Investment Group I, Investment Group II and Investment Group
A that they were in breach of the Letter of Intent and the Issuer terminated the
Letter of Intent.
While Mr. Talks still holds his profits interest as a member of
Investment Group I and Investment Group II, to his knowledge and belief, the
Group has terminated its existence as a group and is no longer acting in concert
as a group. Mr. Talks is no longer seeking to acquire Shares or to gain control
of the Issuer or to thereafter replace its existing board of directors and
executive officers.
Except as indicated above or elsewhere herein, the Reporting Person
has no present plans or proposals (although it reserves the right to develop
such plans or proposals in the future) which relate to or would result in:
a. The acquisition by any person of additional securities of Issuer,
or the disposition of securities of Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of Issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of Issuer;
f. Any other material change in Issuer's business or corporate
structure;
g. Changes in Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Issuer by any person;
h. Causing a class of securities of Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
j. Any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer
Based upon information obtained from Issuer's most recent filing with
the Commission filed on August 24, 1999 the total number of shares of Common
Stock issued and outstanding as of August 12, 1999, was 495,229,675. In
addition, Mr. Talks is the direct or indirect beneficial owner of a further
1,427,500 shares of Common Stock representing .29% percent of the total number
of shares of Common Stock issued and outstanding as of August 12, 1999.
The Reporting Person has not effected any transaction in the Common
Stock during the past sixty days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Person is not a party to any contract, arrangement,
understanding, or relationship required to be described pursuant to Item 6 of
Schedule 13D.
ITEM 7. Material To Be Filed as Exhibits
Exhibit 1. Schedule 13D filed May 21, 1999 by Mr. Talks, ERHC
Investment Group LLC, ERHC Investment Group II LLC, ERHC
Investment Group A LLC, Samoa LLC, Ernest D. Chu, Rene
Eichenberger, Daniel Levin, Gregg Srinivasan and Noreen G.
Wilson.
(The remainder of this page has been left blank
intentionally.
Please see next page for all signatures.)
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
September 16, 1999
------------------------
(Date)
/s/ HOWARD D. TALKS
-------------------------
(Signature)
Howard D. Talks
-------------------------
(Name)
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Environmental Remediation Holding Corporation
(Name of Issuer)
Common stock, par value $.0001 per share
(Title of Class of Securities)
29406V100
(CUSIP Number)
ERHC Investment Group LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
Attention: Managing Member
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 1999
(Date of Event which Requires Filing of this Statement)
<PAGE>
1 Name of Reporting Person I.R.S. Identification No. of Above Person
(entities only)
ERHC Investment Group LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 62,724,519
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 62,724,519
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
62,724,519
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
50.9%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
ERHC Investment Group II LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 8,378,204
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 8,378,204
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
8,378,204
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
ERHC Investment Group A LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power 8,378,204
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power
9 Sole Dispositive Power 8,378,204
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned By Each Reporting Person
8,378,204
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11)
6.8%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Samoa LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware, United States of America
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Ernest D. Chu
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 547,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 547,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,650,222
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11)
58.1%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Rene Eichenberger
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Switzerland
7 Sole Voting Power 137,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 137,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,240,222
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
(See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.8%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Daniel Levin
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
Switzerland; Israel
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Gregg Srinivasan
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
71,102,722
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
57.7%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Howard D. Talks
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 1,427,500
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 1,427,500
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
72,530,222
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
58.8%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Noreen G. Wilson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e)
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power 11,019,505
Number of Shares
Beneficially Owned by
Each Reporting Person
With
8 Shared Voting Power 71,102,722
9 Sole Dispositive Power 11,019,505
10 Shared Dispositive Power 71,102,722
11 Aggregate Amount Beneficially Owned By Each Reporting Person
82,122,227
12 Check Box if the Aggregate Amount in Row (11)
excludes Certain Shares (See Instructions)
13 Percent of Class Represented by Amount in Row (11)
66.6%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.0001 per share (the
"Common Stock"), of Environmental Remediation Holding Corporation, a corporation
organized under the laws of the State of Colorado ("Issuer"), whose principal
executive offices are located at 3-5 Audrey Avenue, Oyster Bay, New York 11753.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of: ERHC Investment Group LLC, a limited
liability company organized under the laws of the State of Delaware ("Investment
Group I"); ERHC Investment Group II LLC, a limited liability company organized
under the laws of the State of Delaware ("Investment Group II"); ERHC Investment
Group A LLC, a limited liability company organized under the laws of the State
of Delaware ("Investment Group A"); Samoa LLC, a limited liability company
organized under the laws of the State of Delaware ("Samoa"); Ernest D. Chu, an
individual citizen of the United States of America; Rene Eichenberger, an
individual citizen of Switzerland; Daniel Levin, an individual citizen of
Switzerland and Israel; Gregg Srinivasan, an individual citizen of the United
States of America; Howard D. Talks, an individual citizen of the United States
of America; and Noreen G. Wilson, an individual citizen of the United States of
America (Investment Group I, Investment Group II, Investment Group A, Samoa,
Messrs. Chu, Eichenberger, Levin, Srinivasan, and Talks, and Ms. Wilson are
collectively referred to herein as "Reporting Persons").
All of the membership interests in each of Investment Group I and Investment
Group II are held by Samoa, Messrs. Chu, Eichenberger, and Talks, and Ms.
Wilson. All of the voting membership interests in Investment Group A are held by
Investment Group II. All of the membership interests in Samoa are held by
Messrs. Levin and Srinivasan.
Mr. Talks is the sole managing member of each of Investment Group I and
Investment Group II. Investment Group II is the sole managing member of
Investment Group A. Messrs. Levin and Srinivasan are the sole managing members
of Samoa. None of Investment Group I, Investment Group II, Investment Group A,
or Samoa have any other managers, directors, or executive officers.
The sole purpose and business of each of Investment Group I, Investment Group
II, and Investment Group A are acquiring, owning, holding, offering for sale,
selling, assigning, pledging, financing, refinancing, and otherwise dealing with
shares of Common Stock, and the principal business and principal executive
offices of each such person are located at c/o Corporate Builders, 777 South
Flagler Drive, Suite 909, West Palm Beach, Florida 33401. The sole purpose and
business of Samoa are acquiring, owning, holding, offering for sale, selling,
assigning, pledging, financing, refinancing, and otherwise dealing with the
shares of or other equity interests in, among other companies, Investment Group
I and Investment Group II, and the principal business and principal executive
offices of such person are located at c/o Levin & Srinivasan LLP, 1776 Broadway,
New York, New York 10019. Mr. Chu's present principal occupation is as a
financial consultant, and his principal business address is c/o Corporate
Builders, 777 South Flagler Drive, Suite 909, West Palm Beach, Florida 33401.
Mr. Eichenberger's present principal occupation is as a financial consultant,
and his principal business address is c/o Corporate Builders, 777 South Flagler
Drive, Suite 909, West Palm Beach, Florida 33401. Mr. Levin's present principal
occupation is as an attorney, and his principal business address is c/o Levin &
Srinivasan LLP, 1776 Broadway, New York, New York 10019. Mr. Srinivasan's
present principal occupation is as an attorney, and his principal business
address is c/o Levin & Srinivasan LLP, 1776 Broadway, New York, New York 10019.
Mr. Talks' present principal occupation is as an investor, and his principal
business address is c/o Corporate Builders, 777 South Flagler Drive, Suite 909,
West Palm Beach, Florida 33401. Ms. Wilson's present principal occupation is as
an investor and consultant, and her principal business address is 4718 Lillian
Avenue, Palm Beach Gardens, Florida 33418.
During the last five years, none of the Reporting Persons has been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the letter of intent, dated as of April 8, 1999 (the "Letter of
Intent"), between Issuer and ERHC Investment Group, Inc., a corporation
organized under the laws of the State of Florida ("Investment Group Inc."),
Issuer and Investment Group Inc. agreed to negotiate in good faith with a view
to entering into a definitive securities purchase agreement (the "Securities
Purchase Agreement") pursuant to which Issuer would agree, among other things,
to issue to Investment Group Inc. or its assignees in one or more transactions
validly issued, fully paid, and nonassessable shares (the "Shares") of common
stock, par value $.0001 per share, of Issuer (the "Common Stock") representing
fifty-one percent of the issued and outstanding capital stock of Issuer on a
fully-diluted basis after giving effect to all of the transactions contemplated
by the Letter of Intent (i.e., 152,330,974 shares of Common Stock (see Item 5
below)) (subject to the Investors' obligation, in the event that any option,
warrant, convertible security, or other right, agreement, arrangement, or
commitment included in the calculation of fully-diluted shares of Common Stock
for purposes of determining the number of shares of Common Stock issuable to the
Investors expires by its terms without having been exercised, converted, or
exchanged, as the case may be, within sixty days after the final closing
contemplated by the Securities Purchase Agreement, to return or cause to be
returned to Issuer for cancellation the number of shares of Common Stock issued
to them attributable to such expired option, warrant, convertible security, or
other right, agreement, arrangement, or commitment).
Pursuant to the assignment, dated as of April 9, 1999 (the "Group I
Assignment"), from Investment Group Inc. to Investment Group I, Investment Group
Inc. assigned and transferred to Investment Group I all of Investment Group
Inc.'s right, title, and interest in, to, and under the Letter of Intent.
Pursuant to the assignment, dated as of April 27, 1999 (the "Group II
Assignment"), from Investment Group I to Investment Group II, Investment Group I
assigned and transferred to Investment Group II all of Investment Group I's
right, title, and interest in, to, and under the Letter of Intent with respect
to 58.82353 percent of the Shares (the "Group II Shares") (i.e., 89,606,455
shares of Common Stock (see Item 5 below)) and retained for itself all right,
title, and interest in, to, and under the Letter of Intent with respect to
41.17647 percent of the Shares (the "Group I Shares") (i.e., 62,724,519 shares
of Common Stock (see Item 5 below)).
Pursuant to the assignment, dated as of April 27, 1999 (the "Group A
Assignment"), from Investment Group II to Investment Group A, Investment Group
II assigned and transferred to Investment Group A all of Investment Group II's
right, title, and interest in, to, and under the Letter of Intent with respect
to one-third percent of the Group II Shares (the "Group A Shares") (i.e.,
29,868,818 shares of Common Stock (see Item 5 below)) and retained for itself
all right, title, and interest in, to, and under the Letter of Intent with
respect to 66.66666 percent of the Group II Shares (the "Remaining Group II
Shares") (i.e., 59,737,637 shares of Common Stock (see Item 5 below)).
Pursuant to the subscription agreement, dated as of April 27, 1999, and
delivered and effective on May 14, 1999, (the "Group I Subscription Agreement"),
between Issuer and Investment Group I, Investment Group I irrevocably subscribed
for and agreed to purchase the Group I Shares for $210,000 (subject to the
Investors' obligation, in the event that the final closing contemplated by the
Securities Purchase Agreement does not occur, to return for cancellation shares
of Common Stock such that, after giving effect to such return, the Investors
would only hold such number of shares commensurate with all amounts theretofore
paid to or at the direction of Issuer based on a pre-money, fully-diluted
valuation of Issuer equal to $5,882,352.90). The purchase price for the Group I
Shares will be contributed by certain of the Reporting Persons out of their
personal funds.
Pursuant to the subscription agreement, dated as of April 27, 1999, and
delivered and effective on May 14, 1999 (the "Group II Subscription Agreement"),
between Issuer and Investment Group II, Investment Group II subscribed for and
agreed to purchase the Remaining Group II Shares and 71.95 percent of the Group
A Shares for $2,625,000, subject in all respects to the execution and delivery
of the Securities Purchase Agreement by the parties thereto and the satisfaction
or waiver of all of the conditions to the obligations of the parties thereunder.
If the Securities Purchase Agreement is executed and delivered by the parties
thereto and all of the conditions to their respective obligations thereunder are
satisfied or waived, the purchase price for the Remaining Group II Shares will
be raised from additional investors.
Pursuant to the subscription agreement, dated as of April 27, 1999, and
delivered and effective on May 14, 1999 (the "Group A Subscription Agreement"),
between Issuer and Investment Group A, Investment Group A irrevocably subscribed
for and purchased 28.05 percent of the Group A Shares (i.e., 8,378,204 shares of
Common Stock (see Item 5 below)) for $165,000. The purchase price for the Group
A Shares was raised from certain investors who are unaffiliated with, and are
not part of any group with, any of the Reporting Persons.
Neither Issuer nor any of the Reporting Persons has entered into the Securities
Purchase Agreement, and significant conditions to the parties willingness to
enter into such agreement (including the satisfaction of certain of the
Reporting Persons, in their sole discretion, with the results of their business,
financial, accounting, and legal due diligence investigations of Issuer) remain
unsatisfied as of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions contemplated by the Letter of Intent is for
Investment Group I, Investment Group II, Investment Group A, and their
respective successors or assigns collectively to acquire the Shares and thereby
acquire control of Issuer and thereafter replace its existing board of directors
and executive officers. The purpose of the transactions contemplated by the
Group I Subscription Agreement and the Group A Subscription Agreement was to
provide Issuer sufficient working capital prior to execution and delivery of the
Securities Purchase Agreement by the parties thereto and consummation of the
transactions contemplated thereby to permit Issuer to remain solvent. In
addition, upon acquiring control of Issuer, the Reporting Persons intend to
cause Issuer: (i) to divest itself of substantially all of its assets which are
unrelated to the development of oil and gas concessions in the Democratic
Republic of Sao Tome and Principe; (ii) to close its offices located in
Lafayette, Louisiana; (iii) to change its name; and (iv) to change its state of
incorporation from Colorado to Delaware. Except as noted above, at the time the
parties to the Letter of Intent, the Group I Subscription Agreement, and the
Group A Subscription Agreement entered into such agreements, none of the
Reporting Persons had, and as of the date hereof none of the Reporting Persons
has, any plan or proposal which relates to or would result in any of the actions
or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based upon information obtained from Issuer through its counsel: (i) the total
number of shares of Common Stock issued and outstanding as of April 22, 1999,
was 52,215,302; and (ii) the total number of shares of Common Stock outstanding
as of April 22, 1999, on a fully-diluted basis assuming the exercise,
conversion, or exchange of all outstanding options, warrants, convertible or
exchangeable securities, and other rights, agreements, arrangements, or
commitments of any kind, nature, or description whatsoever relating to the
capital stock of Issuer or obligating Issuer to issue or sell any shares of
capital stock of, or any other interest in, Issuer was 146,357,210.
Accordingly, after giving effect to the issuance of the shares of Common Stock
pursuant to the Group I Subscription Agreement and the Group A Subscription
Agreement as described in Item 3 above: (i) Investment Group I is the beneficial
holder of, and, through Investment Group I, each other Reporting Person (other
than Investment Group II and Investment Group A) may be deemed to be the
beneficial owner of, 62,724,519 shares of Common Stock, representing
approximately 50.9 percent of the total number of shares of Common Stock issued
and outstanding (and approximately 28.8 percent of the total number of shares of
Common Stock outstanding on a fully-diluted basis) as of April 22, 1999; and
(ii) Investment Group A is the beneficial holder of, and, through Investment
Group A, each other Reporting Person (other than Investment Group I) may be
deemed to be the beneficial owner of, 8,378,204 shares of Common Stock,
representing approximately 6.8 percent of the total number of shares of Common
Stock issued and outstanding (and approximately 3.9 percent of the total number
of shares of Common Stock outstanding on a fully-diluted basis) as of April 22,
1999.
In addition, Messrs. Chu, Eichenberger, and Talks and Ms. Wilson are the direct
or indirect beneficial owners of a further 547,500, 137,500, 1,427,500 and
11,019,505 shares of Common Stock, respectively, representing 0.4 percent, 0.1
percent, 1.2 percent and 8.9 percent, respectively, of the total number of
shares of Common Stock issued and outstanding (and approximately 0.3 percent,
0.1 percent, 0.7 percent, and 5.1 percent, respectively, of the total number of
shares of Common Stock outstanding on a fully-diluted basis) as of April 22,
1999. Each other Reporting Person hereby expressly disclaims beneficial
ownership of all of the shares of Common Stock referred to in this paragraph and
held by Messrs. Chu, Eichenberger, or Talks or Ms. Wilson, as the case may be.
If the Securities Purchase Agreement is executed and delivered by the parties
thereto and all of the transactions contemplated by the Letter of Intent are
consummated, an aggregate of 152,330,974 shares of Common Stock would be
issuable thereunder (including the shares of Common Stock issued pursuant to the
Group I Subscription Agreement and the Group A Subscription Agreement)
Other than in connection with the transactions contemplated by the Letter of
Intent, the Group I Subscription Agreement, Group II Subscription Agreement, and
the Group A Subscription Agreement, none of the Reporting Persons has effected
any transactions in the Common Stock during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Please see Item 3 above for a description of the Letter of Intent, the
Securities Purchase Agreement, the Group I Assignment, the Group II Assignment,
the Group A Assignment, the Group I Subscription Agreement, the Group II
Subscription Agreement, and the Group A Subscription Agreement.
The respective members of Investment Group I, Investment Group II, Investment
Group A, and Samoa are parties to oral limited liability company agreements with
respect thereto.
Except as described above, and except for the joint filing agreement among the
Reporting Persons attached hereto as Exhibit 5, none of the Reporting Persons is
a party to any contract, arrangement, understanding, or relationship required to
be described pursuant to Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Letter of intent, dated as of April 8, 1999,
between Environmental Remediation Holding
Corporation and ERHC Investment Group, Inc.
Exhibit 2. Subscription agreement, dated as of April
27, 1999, and delivered and effective on May
14, 1999, between Environmental Remediation
Holding Corporation and ERHC Investment Group
LLC.
Exhibit 3. Subscription agreement, dated as of April
27, 1999, and delivered and effective on May
14, 1999, between Environmental Remediation
Holding Corporation and ERHC Investment Group
II LLC.
Exhibit 4. Subscription agreement, dated as of April
27, 1999, and delivered and effective on May
14, 1999, between Environmental Remediation
Holding Corporation and ERHC Investment Group A
LLC.
Exhibit 5. Joint filing agreement, dated as of May 21,
1999, between ERHC Investment Group LLC, ERHC
Investment Group II LLC, ERHC Investment Group
A LLC, Samoa LLC, Ernest D. Chu, Rene
Eichenberger, Daniel Levin, Gregg Srinivasan,
Howard D. Talks, and Noreen G.
Wilson.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
ERHC INVESTMENT GROUP LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
-----------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
--------------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ Howard D. Talks
-----------------------------------
Howard D. Talks
Managing Member
SAMOA LLC
Dated May 21, 1999: By: /s/ Daniel Levin
-----------------------------------
Daniel Levin
Member
/s/ ERNEST D. CHU
Dated May 21, 1999: ------------------------------------
ERNEST D. CHU
/s/ RENE EICHENBERGER
Dated May 21, 1999: ------------------------------------
RENE EICHENBERGER
<PAGE>
/s/ DANIEL LEVIN
Dated May 21, 1999: -------------------------------------
DANIEL LEVIN
/s/ GREGG SRINIVASAN
Dated May 21, 1999: ------------------------------------
GREGG SRINIVASAN
/s/ HOWARD D. TALKS
Dated May 21, 1999: ------------------------------------
HOWARD D. TALKS
/s/ NOREEN G. WILSON
Dated May 21, 1999: ------------------------------------
NOREEN G. WILSON
<PAGE>
LETTER OF INTENT
April 8, 1999
Environmental Remediation Holding Corporation
1686 General Mouton Avenue
Lafayette, LA 70508
Attention: James R. Callender, President
Dear Mr. Callender:
This letter (the "Letter of Intent") and the attached Term Sheet (which is an
integral part hereof) sets forth the general terms of the proposed transactions
in which ERHC Investment Group, Inc. and its affiliates and assigns (the
"Purchasers") will invest in Environmental Remediation Holding Corporation (the
"Company").
This Letter of Intent is not intended to be binding on either the Purchasers or
the Company, except for the respective obligations of the parties in the
following six paragraphs, and will be superseded in its entirety upon the
execution of a definite Securities Purchase Agreement and related agreements
referenced in the attached Term Sheet.
If the Board of Directors of the Company approves the transactions contemplated
by this Letter of Intent, this Letter of Intent will be binding on the Company
subject to obtaining appropriate approval of the stockholders and convertible
noteholders (if required), of the Company, which the Company will endeavor to
obtain.
If the Board of Directors of the Company approves the transactions contemplated
by this Letter of Intent as set forth in the attached Term Sheet, the Purchasers
will be obligated to make the investment on the terms and conditions set forth
in the Term Sheet; subject to the execution of definitive agreements
satisfactory to the Purchasers, including a Securities Purchase Agreement, and
subject to obtaining appropriate approval of the stockholders and convertible
noteholders (if required), of the Company.
After the execution of this Letter of Intent by you and pending the preparation
and execution of the Securities Purchase Agreement and thereafter until the
Closing, the Company will give the Purchasers and their representatives full
access to the premises and management personnel of the Company and to all
accounting, financial and other records applicable to the Company and will
furnish the Purchasers all information with respect to the business and affairs
of the Company as the Purchasers may reasonably request. In the event the
transactions contemplated hereby are not consummated, (i) the Purchasers and
their representatives will return all documents, contracts, and papers received
from the Company and any copies thereof, (ii) will not disclose to any third
person or to the public any of such information, and (iii) each party,
including, without limitation, parties which have accepted and agreed to this
Letter of Intent, will execute a general release in favor of the Purchasers from
any and all liabilities related to transactions contemplated by this Letter of
Intent and the attached Term Sheet.
As material inducement to the Purchasers to commit the financial and other
resources necessary to conduct their investigations and prepare and negotiate
the agreements contemplated by the Term Sheet, the Company covenants and agrees
that none of the Company or the Company's affiliates, agents or representatives
shall, directly or indirectly, entertain any proposals or offers from, or enter
into any negotiations, discussions, or agreements with, or provide any other
person with any information in connection with a merger or consolidation, or a
sale of any material portion of the assets or equity or debt securities of the
Company from the date of this Letter of Intent until May 30, 1999, or such
earlier date as the Purchasers advise the Company in writing that they no longer
intend to proceed with an investment in the Company.
Any and all announcements and publicity releases prior to the Closing which
relate to the investment contemplated hereby shall be subject to the parties'
mutual approval. This proposal for investment in the Company, as it may be
modified from time to time, will be held in confidence by the Company and shall
not be disclosed to any third party without the Purchasers' prior written
consent.
<PAGE>
If the foregoing is acceptable to you, kindly acknowledge your agreement by
executing this letter where indicated below before April 9, 1999.
Sincerely,
ERHC Investment Group, Inc.
By: /s/ HOWARD TALKS, PRES.
---------------------------
HOWARD D. TALKS, PRESIDENT
Date: April 8, 1999
ACCEPTED AND AGREED:
Environmental Remediation Holding Corp.
By: /s/ JAMES R. CALLENDER, SR. Date: April 9, 1999
------------------------------ ----- -------------
JAMES R. CALLENDER, PRESIDENT
By: /s/ JAMES R. CALLENDER, SR. Date: April 9, 1999
------------------------------ ----- -------------
JAMES R. CALLENDER
By: /s/ SAM L. BASS, JR. Date:
------------------------------
SAM L. BASS, JR.
By: /s/ JAMES A. GRIFFIN Date: April 8, 1999
------------------------------ ----- -------------
JAMES A. GRIFFIN
By: /s/ KEN WATERS Date: April 8, 1999
------------------------------ ----- -------------
KEN WATERS
By: /s/ ROBERT MCKNIGHT Date: April 8, 1999
------------------------------ ----- -------------
ROBERT MCKNIGHT
By: Date:
WILLIAM BEATON
By: Date:
AL COTTON
By: /s/ RICHARD MAGAR Date: April 9, 1999
------------------------------ ----- -------------
RICHARD MAGAR
<PAGE>
TERM SHEET
TERMS PROPOSED FOR
INVESTMENT BY ERHC INVESTMENTS GROUP, INC.
IN
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
This term sheet summarizes the proposed principle terms of the investment by
ERHC Investment Group, Inc. in Environmental Remediation Holding Corp. It is
based upon the fact that ERHC Investment Group, Inc. has been advised the
Existing Board of Directors has taken certain actions regarding affiliated
transactions and rescinded certain minutes. This term sheet is made in reliance
upon such changes as noted herein.
I. INVESTMENT
Issuer: Environmental Remediation Holding Corporation (the
"Company")
Purchasers:ERHC Investment Group, Inc. and its affiliates and assigns
(collectively, the "Purchasers")
Security: The Company will issue to the Purchaser Shares of Common
Stock (the "Common Shares") to be issued in installments as
the Purchase Price is paid, which in the aggregate will
equal 51% of the voting capital stock of the Company on a
fully diluted basis assuming the conversion of all
outstanding options, warrants and other convertible notes
and securities outstanding of the date of the issuance of
the Common Shares (including all stock and warrants to be
issued to other parties as contemplated in the Term Sheet).
Share Holder: The Company will take all actions reasonably necessary to
Ratification promptly hold a stockholders meeting for the purpose of
obtaining shareholder ratification following the closing of
the Term Sheet.
Assignment of ERHC Investment Group, Inc. has the right to assign any part
Rights: of the right to purchase Common Stock to affiliates and
other assigns who shall together constitute the Purchasers.
Assignment of such shares will be contingent upon assumption
of pro rata obligations under any Investment Documents (as
defined below)
Purchase Price: Aggregate of three million ($3,000,000) dollars (the
"Purchase Price")
Payment of Purchase Price: 1. The Purchase Price will be
payable to the Company in installments as follows: 165,000
at the initial closing and the balance of the $835,000 to be
invested as needed from and after the Closing to pay agreed
portion of liabilities, including accrued salaries, and for
working capital.
2. After Closing and upon approval by Purchaser and
Purchasers' counsel of agreements with the Democratic
Republic of Sao Tome and Principe ("Sao Tome") $1,000,000
will be delivered to the Escrow Account on behalf of the
Company for the benefit and release of the Government of Sao
Tome pursuant to the terms of an Escrow Agreement.
3. $1,000,000 to the Company upon approval by Sao Tome and
execution of Production Sharing Agreement between Mobil Oil
Corporation, STPETRO, Sao Tome and the Company, providing
for a 5% royalty override to the Company.
Capital Structure: Upon Consummation of the Closing Date (defined herein), the
capital structure of the Company on a fully diluted basis
(with corresponding voting interests) will be as follows:
Purchaser 51%
Existing investors, shareholders,
noteholders and existing directors
and employees (including shares and
warrants which may be issued or granted
as contemplated in the Term Sheet) 49%*
* Subject to dilution only if the Company issues equity to
Procura Financial Consultants c.c. in connection with
settlement.
Issuance of Shares: Common Shares will be issued and delivered to the Purchaser
as follows:
1. Upon the total investment of $1,000,000 to be invested as
needed from and after the Initial Closing, the following
amounts will be issued on pro rata basis as invested: 15%
2. Upon the investment of $1,000,000 to be paid to the
Government of Sao Tome: 15%
3. Upon the approval of the Production Sharing Agreement an
additional investment of $1,000,000: 15%
4. Purchaser within 10 days of making the final investment
for a total of $3,000,000 will receive the final 6% for a
total of 51% of the voting capital stock of the Company on a
fully diluted basis assuming the conversion of all
outstanding options, warrants and other convertible notes
and securities outstanding of the date of the issuance of
the Common Shares (including all stock and warrants to be
issued to other parties as contemplated in the Term Sheet)
Initial Closing The Initial Closing for issuance of the Common Shares will
Date: be on or before April 19, 1999 unless otherwise extended by
the parties, subject only to the satisfaction of the
"Conditions to the Initial Closing" set forth in the Term
Sheet (the "Initial Closing Date")
Final Closing Date: The Final Closing will be upon the signing of the Security
Purchase Agreement, Registration Rights Agreement and such
instruments or documents necessary to close the transaction
but no later than 90 days from the date of the Initial
Closing Date (the "Closing Date")
Board of Directors: Upon approval by the Existing Board of Directors of the
Company of this transaction contemplated by this Term Sheet
and the issuance of Common Shares on the Initial Closing
Date (i) The Existing Board of Directors shall cause all of
the officers of Company to resign as such date, and (ii) the
Purchaser shall have the right to cause any three members of
the current Board of Directors to resign and to fill such
vacancies with three new Board Members designated by
Purchasers. On the Closing Date, the Purchaser will have the
right to cause the remaining four members of the then
current Board of Directors not designated by the Purchaser
to resign and fill such vacancies with four new Board
Members designated by Purchaser.
Existing Board Simultaneous with the Initial Closing Date the Company will
And Employees: enter into appropriate consulting or settlement agreements
which contain an issuance of Common Stock or warrants to
purchase shares of Common Stock pursuant to acceptable terms
and conditions and seek releases when appropriate with the
following individuals.
Mr. Sam L. Bass Jr.
Mr. James R. Callender
Mr. Richard Magar
Mr. James Griffin
Mr. Robert McKnight
Mr. Al Cotton
Mr. Ken Waters
Mr. Tom Wilson
Mr. William Beaton
Mr. Nando Rita
Existing board members will be allowed to keep the shares of
stock issued for service rendered and not otherwise
rescinded subject to the standard restrictive share
provision.
Employees: Effective as of the Initial Closing Date, the Company will
as a part of such closing have or will provide severance
agreements for the following employees and consultants and
they will provide a general release for the benefit of the
Company.
Ms. Linda Mier
Ms. Karen Bajat
Mr. George Lablanc
Mr. Charles Briely
Mr. Gerry Graham
Mr. Ed Wilkerson
Ms. Dale Smith
Ms. Jennifer Riggs
Ms. Barbara Roth
Mr. Mark Herpin
Mr. Wade Williams
Miscellaneous: Steve Durland CPA will be paid $75,000 within 30 days of the
initial closing on the outstanding bill. The remainder of
the bill will be paid over the next six months in accordance
with the attached schedule.
Mintmire & Associates will be paid $50,000 of the
outstanding bill within 30 days of the initial closing.
The remainder of the accounts payable will be reviewed and a
payment schedule set-up within 30 days of the initial
closing. The Company to provide ERHC Investment Group, Inc.
and the Accounting firm a final copy of all ERHC/BAPCO
payables. The Existing Board will confirm that the payables
are true and correct to the best of their knowledge.
Prior Actions Taken
By the Existing
Board Of Directors: 1. The Board realigned the assets in its subsidiary Bass
American Petroleum ("BAPCO") and transferred BAPCO as
realigned to Mr. Bass or his assigns in exchange for the
return of 4,000,000 million shares of ERHC Common Stock
originally issued to him or his assigns as part of the
purchase of BAPCO. Mr. Bass will provide releases in
connection with the above action.
2. The Board rescinded the acquisition of the environmental
equipment from Bass World Wide Services in exchange for the
744,000 shares of ERHC Common Stock issued to Mr. Bass and
agrees to return the equipment to him or his assign. Mr.
Bass will provide releases in connection with the above
transactions.
3. The Board rescinded the acquisition of the Chevron
Agreement from Bass Environmental Services in exchange for
the 3,000,000 million shares of ERHC Common Stock issued to
Mr. Bass or his assigns and ERHC agrees to return the
Chevron Contract to Mr. Bass or his assigns. Mr. Bass will
provide releases in connection with the above transaction.
4. The Board placed a stop of the 200,000 shares of stock
issued to MYTEC & Associates.
5. The Board rescinded the distribution of a portion of the
5% royalty override interest granted on February 11, 1999
and did not ratify the supplement to its counsels' retainer
agreement covering a portion of the distribution. The above
parties will provide releases in connection with the above
transaction.
6. The Board rescinded (i) the conditional issuance of
3,000,000 shares of Common Stock to Bass, Griffin and Wilson
dated June 2, 1997. The above parties will provide releases
in connection with the above transaction; (ii) the Board
rescinded the conditional issuance granted relative to the
MIII Agreement dated July of 1997. The parties to this
transaction will provide releases in connection with the
transaction; (iii) the Board rescinded the suspension of
James Griffin from the Board.
7. The Board re-approved the issuance of 2,000,000 million
shares each of ERHC common stock to Bass, Griffin, Noreen
Wilson and Jim Callender in consideration of the formation
and legislative adoption of STPETRO and the execution of the
Mobil T.A.A. Agreement.
<PAGE>
Conditions to
Investment: The Initial Closing Date shall be conditioned upon
(A) the execution and delivery of the standstill agreement
by a majority of the noteholders entitled to amend in favor
of the Company and the Purchaser which provides a standstill
and ending October 15, 1999 in respect to certain matters,
including but not limited to the conversion of stock,
acceleration, collection, bankruptcy or foreclosures; and
(ii) the modification of the convertible noteholders to
modify the conversion formula of the notes to a floor of
$.25 per share to the purchase price and waiver of any and
all antidilution provisions or preemptive rights. (B) The
execution and delivery by the Company of a letter
representing and warranting as to the capital structure and
providing indemnity to the Purchasers; and (C) Resolutions
of the Existing Board of Directors approving and
authorization of the transactions contemplated by this Term
Sheet and all actions required to be taken as conditions to
the Initial Closing as set forth herein.
Conditions to
Investment: The Closing Date shall be conditioned upon (A) the
negotiation and execution of mutually satisfactory
definitive investment agreements reflecting the terms
hereof, including a Securities Purchase Agreement,
Registration Rights Agreement and such other instruments or
documents necessary by the Purchasers to consummate their
investment (the "Investment Documents") each containing
appropriate representations, warranties, conditions,
covenants and indemnities; (B) completion by the Purchasers
of their business, tax, accounting, regulatory,
environmental, legal and other due diligence reviews shall
have been satisfactory to the Purchasers; (C) receipt of all
necessary governmental and regulatory approval and consents
if any from third parties necessary to consummate the
transactions.
In addition, the Company gives the Purchasers permission to
open discussions during the due diligence period prior to
closing date with STPETRO, DRSTP, Mobil Oil, Procura and
Shareholders.
If the Closing Date shall not occur as contemplated in this
Term Sheet, the Company shall issue to the Purchaser Common
Stock based on a $5,882,352.90 valuation of the Company as
adjusted by the Prior Action of the Board and upon which
this Term Sheet is in reliance.
Fees and Expenses: At the Closing, the Company shall reimburse the Purchaser
for all reasonable fees and expenses incurred by each of
them in connection with their proposed investment in the
Company.
Date of Acceptance: On or before April 9, 1999.
<PAGE>
ERHC INVESTMENT GROUP LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the "Letter of
Intent"), between ERHC Investment Group, Inc., a corporation organized under the
laws of the State of Florida ("Investment Group Inc."), and Environmental
Remediation Holding Corporation, a corporation organized under the laws of the
State of Colorado (the "Company"), pursuant to which the Company agreed, among
other things: (i) to issue to Investment Group Inc. or its assignees in one or
more transactions validly issued, fully paid, and nonassessable shares (the
"Shares") of common stock, par value $.0001 per share, of the Company (the
"Common Stock") representing fifty-one percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent; and (ii) to enter into
a definitive securities purchase agreement (the "Securities Purchase Agreement")
with respect to such issuances of Common Stock. This letter agreement (as
amended, supplemented, or otherwise modified from time to time, this
"Agreement"), is intended to set forth the mutual understanding and agreement
between ERHC Investment Group LLC, a limited liability company organized under
the laws of the State of Delaware ("Investor"), the assignee of all of
Investment Group Inc.'s rights under the Letter of Intent, and the Company
regarding Investor's initial subscription for a portion of the Shares prior to
the execution and delivery of the Securities Purchase Agreement by the parties
thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
Investor hereby irrevocably subscribes for the portion of the Shares (the
"Initial Shares") representing twenty-one percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent, and Investor shall pay
therefor in lawful money of the United States of America in one or more
installments from time to time after the date hereof $210,000 in the aggregate
(the "Purchase Price"). The unpaid amount of the Purchase Price at any time
outstanding shall bear interest at the "applicable federal rate" per annum (as
such term is used for purposes of Section 1274(d) of the Internal Revenue Code
of the United States of America) as in effect on the date hereof. Upon payment
in full of the Purchase Price and all accrued interest, the Company shall issue
to Investor the Initial Shares, and shall deliver or cause to be delivered to
Investor a certificate or certificates evidencing such Initial Shares.
Upon the execution and delivery of the Securities Purchase Agreement, the terms
and provisions of the Securities Purchase Agreement shall apply to the Initial
Shares subscribed for and purchased hereby, and the other transactions
contemplated by this Agreement.
Notwithstanding anything to the contrary contained herein, if the Final Closing
(as defined in the Letter of Intent) has not occurred within ninety days after
the date hereof, Investor shall surrender to the Company for cancellation that
number of the Initial Shares such that, after giving effect to such surrender,
the remaining Initial Shares held by Investor would represent 3.57 percent of
the issued and outstanding capital stock of the Company on a fully-diluted basis
after giving effect to all of the transactions contemplated by the Letter of
Intent.
As an inducement to the Company to enter into this Agreement, Investor hereby
represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company)
this agreement constitutes a legal, valid, and binding
obligation of Investor, enforceable against Investor in
accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with Investor's
certificate of formation or similar organizational
documents, or any law or any order, writ, judgment,
injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable
to Investor; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization,
or other order of, action by, filing with, or notification
to, any governmental authority or any other person; and
<PAGE>
(iii) Investor understands that the Initial Shares have not
been registered under the Securities Act of 1933, as
amended, or the laws of any state and may not be sold or
transferred, or otherwise disposed of, without registration
under the Securities Act and applicable state securities
laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement,
the Company hereby represents and warrants to Investor as
follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by
Investor) this agreement constitutes a legal, valid, and
binding obligation of the Company, enforceable against the
Company in accordance with its terms;
(ii) The Company's execution, delivery, and performance
hereof do not and will not: (A) violate or conflict with the
Company's articles of incorporation or by-laws or similar
organizational documents, or any law or any order, writ,
judgment, injunction, decree, stipulation, determination, or
award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any
rights of any person; or (C) require any consent, approval,
authorization, or other order of, action by, filing with, or
notification to, any governmental authority or any other
person; and
(iii) Upon issuance, the Initial Shares will be validly
issued, fully paid, and nonassessable and will not be
subject to any preemptive rights, and will represent not
less than twenty-one percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification
hereto, and no consent to, or waiver, discharge, or release
of, any term or provision or breach hereof, shall be valid
or effective unless such amendment, supplement, or other
modification, or such consent, waiver, discharge, or
release, is in writing, expressly refers hereto, and is
signed by the party to be bound thereby.
If any term or other provision hereof is determined by any court of competent
jurisdiction to be invalid, illegal, or unenforceable in whole or in part by
reason of any applicable law or public policy, and such determination becomes
final and nonappealable, such term or other provision shall remain in full force
and effect to the fullest extent permitted by law, and all other terms and
provisions hereof shall remain in full force and effect in their entirety.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York.
Each party hereto hereby unconditionally and irrevocably waives all right to
trial by jury in any action, suit, or proceeding (whether based on contract,
tort, or otherwise) based upon, resulting from, arising out of, or relating to
this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement with the same effect as if such signatures
were upon the same instrument.
<PAGE>
Delivery of an executed counterpart hereof via telecopier shall be as effective
as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Please evidence your acknowledgment of and agreement to the foregoing by
executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned,
by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP LLC
By: /s/ HOWARD D. TALKS
------------------------------------
Howard D. Talks
Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
- ------------------------
Name: James A. Griffin
Title: Secretary
<PAGE>
ERHC INVESTMENT GROUP II LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the "Letter of
Intent"), between ERHC Investment Group, Inc., a corporation organized under the
laws of the State of Florida ("Investment Group Inc."), and Environmental
Remediation Holding Corporation, a corporation organized under the laws of the
State of Colorado (the "Company"), pursuant to which the Company agreed, among
other things: (i) to issue to Investment Group Inc. or its assignees in one or
more transactions validly issued, fully paid, and nonassessable shares (the
"Shares") of common stock, par value $.0001 per share, of the Company (the
"Common Stock") representing fifty-one percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent; and (ii) to enter into
a definitive securities purchase agreement (the "Securities Purchase Agreement")
with respect to such issuances of Common Stock. This letter agreement (as
amended, supplemented, or otherwise modified from time to time, this
"Agreement"), is intended to set forth the mutual understanding and agreement
between ERHC Investment Group II LLC, a limited liability company organized
under the laws of the State of Delaware ("Investor"), the assignee of certain of
Investment Group Inc.'s rights under the Letter of Intent, and the Company
regarding Investor's subscription for a portion of the Shares prior to the
execution and delivery of the Securities Purchase Agreement by the parties
thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
Investor hereby irrevocably subscribes for the portion of the Shares (the "Group
II Shares") representing 27.195 percent of the issued and outstanding capital
stock of the Company on a fully-diluted basis after giving effect to all of the
transactions contemplated by the Letter of Intent, and Investor shall pay
therefor in lawful money of the United States of America in one or more
installments from time to time after the date hereof in accordance with the
terms and conditions of the Letter of Intent $2,625,000 in the aggregate (the
"Purchase Price"). Notwithstanding anything to the contrary contained herein,
the obligations of Investor and the Company hereunder shall be subject in all
respects to the execution and delivery of the Securities Purchase Agreement and
the other terms and conditions of the Letter of Intent.
As an inducement to the Company to enter into this Agreement, Investor hereby
represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company)
this agreement constitutes a legal, valid, and binding
obligation of Investor, enforceable against Investor in
accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with Investor's
certificate of formation or similar organizational
documents, or any law or any order, writ, judgment,
injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable
to Investor; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization,
or other order of, action by, filing with, or notification
to, any governmental authority or any other person; and
(iii) Investor understands that the Group II Shares have not
been registered under the Securities Act of 1933, as
amended, or the laws of any state and may not be sold or
transferred, or otherwise disposed of, without registration
under the Securities Act and applicable state securities
laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement,
the Company hereby represents and warrants to Investor as
follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by
Investor) this agreement constitutes a legal, valid, and
binding obligation of the Company, enforceable against the
Company in accordance with its terms;
(ii) The Company's execution, delivery, and performance
hereof do not and will not: (A) violate or conflict with the
Company's articles of incorporation or by-laws or similar
organizational documents, or any law or any order, writ,
judgment, injunction, decree, stipulation, determination, or
award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any
rights of any person; or (C) require any consent, approval,
authorization, or other order of, action by, filing with, or
notification to, any governmental authority or any other
person; and
(iii) Upon issuance, the Group II Shares will be validly
issued, fully paid, and nonassessable and will not be
subject to any preemptive rights, and will represent not
less than 27.195 percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification
hereto, and no consent to, or waiver, discharge, or release
of, any term or provision or breach hereof, shall be valid
or effective unless such amendment, supplement, or other
modification, or such consent, waiver, discharge, or
release, is in writing, expressly refers hereto, and is
signed by the party to be bound thereby.
If any term or other provision hereof is determined by any court of competent
jurisdiction to be invalid, illegal, or unenforceable in whole or in part by
reason of any applicable law or public policy, and such determination becomes
final and nonappealable, such term or other provision shall remain in full force
and effect to the fullest extent permitted by law, and all other terms and
provisions hereof shall remain in full force and effect in their entirety.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York.
Each party hereto hereby unconditionally and irrevocably waives all right to
trial by jury in any action, suit, or proceeding (whether based on contract,
tort, or otherwise) based upon, resulting from, arising out of, or relating to
this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement with the same effect as if such signatures
were upon the same instrument.
Delivery of an executed counterpart hereof via telecopier shall be as effective
as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Please evidence your acknowledgment of and agreement to the foregoing by
executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned,
by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP II LLC
By: /s/ HOWARD D. TALKS
-----------------------
Howard D. Talks
Managing Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
- ------------------------
Name: James A. Griffin
Title: Secretary
<PAGE>
ERHC INVESTMENT GROUP A LLC
c/o Corporate Builders
777 South Flagler Drive, Suite 909
West Palm Beach, Florida 33401
As of April 27, 1999
Environmental Remediation
Holding Corporation
3-5 Aubry Lane
Oyster Bay, New York 11753
Attention: President
Re: Subscription Agreement
Ladies and Gentlemen:
We refer to the letter of intent, dated as of April 8, 1999 (the "Letter of
Intent"), between ERHC Investment Group, Inc., a corporation organized under the
laws of the State of Florida ("Investment Group Inc."), and Environmental
Remediation Holding Corporation, a corporation organized under the laws of the
State of Colorado (the "Company"), pursuant to which the Company agreed, among
other things: (i) to issue to Investment Group Inc. or its assignees in one or
more transactions validly issued, fully paid, and nonassessable shares (the
"Shares") of common stock, par value $.0001 per share, of the Company (the
"Common Stock") representing fifty-one percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent; and (ii) to enter into
a definitive securities purchase agreement (the "Securities Purchase Agreement")
with respect to such issuances of Common Stock. This letter agreement (as
amended, supplemented, or otherwise modified from time to time, this
"Agreement"), is intended to set forth the mutual understanding and agreement
between ERHC Investment Group A LLC, a limited liability company organized under
the laws of the State of Delaware ("Investor"), the assignee of certain of
Investment Group Inc.'s rights under the Letter of Intent, and the Company
regarding Investor's initial subscription for a portion of the Shares prior to
the execution and delivery of the Securities Purchase Agreement by the parties
thereto. In consideration of the respective agreements, covenants,
representations, and warranties hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
Investor hereby irrevocably subscribes for the portion of the Shares (the
"Initial Shares") representing 2.805 percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after giving effect to all
of the transactions contemplated by the Letter of Intent, and Investor shall pay
therefor in lawful money of the United States of America contemporaneously
herewith $165,000 in the aggregate (the "Purchase Price"). Upon payment in full
of the Purchase Price, the Company shall issue to Investor the Initial Shares,
and shall deliver or cause to be delivered to Investor a certificate or
certificates evidencing such Initial Shares.
Upon the execution and delivery of the Securities Purchase Agreement, the terms
and provisions of the Securities Purchase Agreement shall apply to the Initial
Shares subscribed for and purchased hereby, and the other transactions
contemplated by this Agreement.
As an inducement to the Company to enter into this Agreement, Investor hereby
represents and warrants to the Company that:
(i) Investor has duly executed and delivered this agreement,
and (assuming due execution and delivery by the Company)
this agreement constitutes a legal, valid, and binding
obligation of Investor, enforceable against Investor in
accordance with its terms;
(ii) Investor's execution, delivery, and performance hereof
do not and will not: (A) violate or conflict with Investor's
certificate of formation or similar organizational
documents, or any law or any order, writ, judgment,
injunction, decree, stipulation, determination, or award
entered by or with any governmental authority and applicable
to Investor; (B) violate or infringe upon any rights of any
person; or (C) require any consent, approval, authorization,
or other order of, action by, filing with, or notification
to, any governmental authority or any other person; and
(iii) Investor understands that the Initial Shares have not
been registered under the Securities Act of 1933, as
amended, or the laws of any state and may not be sold or
transferred, or otherwise disposed of, without registration
under the Securities Act and applicable state securities
laws, or pursuant to an exemption therefrom.
As an inducement to Investor to enter into this Agreement,
the Company hereby represents and warrants to Investor as
follows:
(i) The Company has duly executed and delivered this
agreement, and (assuming due execution and delivery by
Investor) this agreement constitutes a legal, valid, and
binding obligation of the Company, enforceable against the
Company in accordance with its terms;
(ii) The Company's execution, delivery, and performance
hereof do not and will not: (A) violate or conflict with the
Company's articles of incorporation or by-laws or similar
organizational documents, or any law or any order, writ,
judgment, injunction, decree, stipulation, determination, or
award entered by or with any governmental authority and
applicable to the Company; (B) violate or infringe upon any
rights of any person; or (C) require any consent, approval,
authorization, or other order of, action by, filing with, or
notification to, any governmental authority or any other
person; and
(iii) Upon issuance, the Initial Shares will be validly
issued, fully paid, and nonassessable and will not be
subject to any preemptive rights, and will represent not
less than 2.805 percent of the issued and outstanding
capital stock of the Company on a fully-diluted basis after
giving effect to all of the transactions contemplated by the
Letter of Intent.
No amendment hereof or supplement or other modification
hereto, and no consent to, or waiver, discharge, or release
of, any term or provision or breach hereof, shall be valid
or effective unless such amendment, supplement, or other
modification, or such consent, waiver, discharge, or
release, is in writing, expressly refers hereto, and is
signed by the party to be bound thereby.
If any term or other provision hereof is determined by any court of competent
jurisdiction to be invalid, illegal, or unenforceable in whole or in part by
reason of any applicable law or public policy, and such determination becomes
final and nonappealable, such term or other provision shall remain in full force
and effect to the fullest extent permitted by law, and all other terms and
provisions hereof shall remain in full force and effect in their entirety.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York.
Each party hereto hereby unconditionally and irrevocably waives all right to
trial by jury in any action, suit, or proceeding (whether based on contract,
tort, or otherwise) based upon, resulting from, arising out of, or relating to
this Agreement or any transaction or agreement contemplated hereby.
This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement with the same effect as if such signatures
were upon the same instrument.
Delivery of an executed counterpart hereof via telecopier shall be as effective
as delivery of a manually executed counterpart hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
Please evidence your acknowledgment of and agreement to the foregoing by
executing and delivering to Levin & Srinivasan LLP, counsel to the undersigned,
by telecopier at (212) 957-4565 a counterpart hereof.
Very truly yours,
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II LLC,
as managing member
By: /s/ HOWARD D. TALKS
------------------------------------
Howard D. Talks
Managing Member
ACKNOWLEDGED AND AGREED
as of April 27, 1999:
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
By: /s/ JAMES A. GRIFFIN
- ------------------------
Name: James A. Griffin
Title: Secretary
<PAGE>
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on Schedule 13D, dated
May 21, 1999 (the "Statement"), with respect to the common stock, par value
$.0001 per share, of Environmental Remediation Holding Corporation, is, and any
amendments thereto by each of the undersigned shall be, filed on behalf of each
of the undersigned pursuant to and in accordance with Rule 13d-1 promulgated
under the Securities Exchange Act of 1934, as amended, and that this agreement
shall be included as an exhibit to the Statement and each such amendment. Each
of the undersigned hereby agree that it is responsible for the timely filing of
the Statement and any amendments thereto, and for the completeness and accuracy
of the information concerning itself contained therein. This agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed or caused to be executed this
agreement as of May 21, 1999.
ERHC INVESTMENT GROUP LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
-------------------------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
-------------------------------------
Howard D. Talks
Managing Member
ERHC INVESTMENT GROUP A LLC
By: ERHC INVESTMENT GROUP II LLC
Dated May 21, 1999: By: /s/ HOWARD D. TALKS
-------------------------------------
Howard D. Talks
Managing Member
SAMOA LLC
Dated May 21, 1999: By: /s/ DANIEL LEVIN
-------------------------------------
Daniel Levin
Member
Dated May 21, 1999: /s/ ERNEST D. CHU
-------------------------------------
ERNEST D. CHU
Dated May 21, 1999: /s/ RENE EICHENBERGER
-------------------------------------
RENE EICHENBERGER
Dated May 21, 1999: /s/ DANIEL LEVIN
-------------------------------------
DANIEL LEVIN
Dated May 21, 1999 /s/ GREGG SRINIVASAN
-------------------------------------
GREGG SRINIVASAN
Dated May 21, 1999: /s/ HOWARD D. TALKS
-------------------------------------
HOWARD D. TALKS
Dated May 21, 1999: /s/ NOREEN G. WILSON
-------------------------------------
NOREEN G. WILSON
