<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
EVANS SYSTEMS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
299211102
(CUSIP NUMBER)
RICHARD DIX
I-NET HOLDINGS, INC.
3011 E. HICKORY PARK CIRCLE
SUGAR LAND, TEXAS 77479
(281) 491-9769
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 23, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of the 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 ("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> 2
CUSIP NO. 299211102 SCHEDULE 13D
(1) Names of Reporting Person: I-Net Holdings, Inc.
I.R.S. Identification Nos. of Above Persons (entities only): 76-0629752
- --------------------------------------------------------------------------------
(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 (See Item 3)
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization: Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------------------------------------------
ficially (8) Shared Voting Power 1,553,460(1)
Owned by ------------------------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,553,460
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 38.5%(2)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
- --------------------------------------------------------------------------------
- ----------------
(1) Voting power is shared among I-Net, Richard Dix and the Evans Parties
(as defined in Item 3).
(2) The percentage is based on 4,032,340 shares issued and outstanding as
of January 10, 2000 as represented in the Merger Agreement (as defined in Item
3).
2
<PAGE> 3
CUSIP NO. 299211102 SCHEDULE 13D
(1) Names of Reporting Person: Richard Dix
I.R.S. Identification Nos. of Above Persons (entities only)
- --------------------------------------------------------------------------------
(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 (See Item 3)
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization: Texas
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------------------------------------------
ficially (8) Shared Voting Power 1,553,460(3)
Owned by ------------------------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------------------------
Person With (10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,553,460
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 38.5%(4)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
- -----------------------
(3) Voting power is shared among I-Net, Richard Dix and the Evans Parties
(as defined in Item 3).
(4) The percentage is based on 4,032,340 shares issued and outstanding as
of January 10, 2000 as represented in the Merger Agreement (as defined in Item
3).
3
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share, of
Evans Systems, Inc., a Texas corporation ("Evans"), whose principal executive
offices are located at 750 Avenue F. North, Bay City, Texas 77404. This
statement is being filed because I-Net Holdings, Inc., a Delaware corporation
("I-Net"), has entered into a Voting Agreement dated January 23, 2000 (the
"Voting Agreement") with respect to certain shares of Evans Common Stock in
connection with the Merger (as defined below).
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by I-Net and its sole stockholder
and director, Richard Dix. I-Net is a newly formed company that will be
primarily engaged in the business of acquiring, developing and managing a
network of Internet companies that engage in business-to-business e-commerce.
I-Net's business plan calls for the development of various subsidiaries that are
involved in e-commerce as well as taking strategic equity positions in existing
companies that provide synergies with its e-commerce subsidiaries. Richard Dix's
principal occupation is the management of I-Net and his employment is conducted
at I-Net's principal executive offices as described below.
I-Net's and Richard Dix's principal executive offices are located at 3011
E. Hickory Park Circle, Sugar Land, Texas 77479 and their telephone number at
that address is (281) 491-9769. The filing of this statement on Schedule 13D
shall not be construed as an admission that I-Net or Richard Dix is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this statement.
During the past five years, neither I-Net nor Richard Dix has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
To the best of the knowledge of I-Net and Richard Dix, neither I-Net nor
Richard Dix has been the subject of a civil judgement, 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 within the last five years.
Richard Dix is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 23, 2000, J.L. Evans, Sr., J.L. Evans Systems, Ltd. (the "Evans
Parties") and I-Net entered into the Voting Agreement simultaneously with the
execution by I-Net, Evans, I-Net Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Evans (the "Merger Sub"), and the stockholders of
I-Net of an Agreement and Plan of Merger providing for the merger (the "Merger")
of the Merger Sub with and into I-Net, as more fully described in Item 4. This
Agreement and Plan of Merger was further modified by an Amended and Restated
Agreement and Plan of Merger by and among I-Net, Evans, the Merger Sub and the
stockholders of I-Net, dated as of January 31, 2000 (the "Merger Agreement").
The Evans Parties entered into the Voting Agreement in order to induce I-Net and
Richard Dix to enter into the Merger Agreement and related agreements, and no
separate consideration in cash or property was paid by I-Net or Richard Dix to
the Evans Parties in consideration of the Voting Agreement.
4
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION.
This filing refers to the Voting Agreement, pursuant to which, among other
things, the Evans Parties have agreed, subject to certain conditions, to vote
the 1,553,460 shares of Evans Common Stock of which they are the record owner in
favor of the Merger at a meeting of the stockholders of Evans that will be
called for the purpose of voting on the Merger and related matters and to vote
all of such shares of Evans Common Stock against any combination proposal or
other matter that may interfere or be inconsistent with the Merger, including,
without limitation, a competing transaction. In addition, the Evans Parties have
agreed, among other things, that they will not sell, transfer, pledge or
otherwise dispose of any shares of the Evans Common Stock covered by the Voting
Agreement to any person, other than I-Net, prior to the termination of the
Merger Agreement, unless such person agrees in writing to be bound by the terms
of the Voting Agreement. The foregoing summary of the Voting Agreement is
qualified in its entirety by reference to a copy of the Voting Agreement
included as Exhibit 2.1 to this Schedule 13D and incorporated herein, in its
entirety, by reference.
The Merger Agreement provides that, on the Effective Date (as defined in
the Merger Agreement) the Merger Sub shall be merged with and into I-Net, with
I-Net continuing its existence as a wholly-owned subsidiary of Evans. Once the
Merger is consummated, the Merger Sub will cease to exist as a corporation and
all of its business, assets, liabilities and obligations will be merged with and
into I-Net, and I-Net will remain the surviving corporation. Following the
Merger, the directors and officers of Evans will be the persons listed on
Schedule 8.9 of the Merger Agreement, which has been filed as Exhibit 2.2 to
this Schedule 13D. As a result of the Merger, each outstanding share of the
common stock, par value $.001 per share, of I-Net ("I-Net Common Stock"), other
than treasury shares, or shares held by Evans or any of its subsidiaries, will
be converted into the right to receive the number of shares of Evans Common
Stock equal to (i) the sum of (A) 15,000,000 and (B) the number of shares of
I-Net Common Stock issuable pursuant to I-Net's Existing Company Option (as
defined in the Merger Agreement) and (C) the number of shares of I-Net Common
Stock issuable pursuant to Future Employee Options (as defined in Section 6.1 of
the Merger Agreement), divided by (ii) the sum of (A) the number of shares of
I-Net Common Stock outstanding immediately prior to the Effective Time and (B)
the number of shares of I-Net Common Stock issuable pursuant to I-Net's Existing
Company Option and (C) the number of shares of I-Net Common Stock issuable
pursuant to I-Net's Future Employee Options (the "Exchange Ratio"), subject to
adjustment as set forth in the Merger Agreement. At the effective time of the
Merger, each outstanding option to purchase I-Net Common Stock shall be
converted into an option to purchase the number of shares of Evans Common Stock
equal to the Exchange Ratio multiplied by the number of shares of I-Net Common
Stock issuable pursuant to such option. The exercise price of each option will
be equal to the exercise price for each share of I-Net Common Stock subject to
such option divided by the Exchange Ratio.
The foregoing summary of the Merger Agreement is qualified in its entirety
by reference to copies of the Merger Agreement incorporated by reference as
Exhibit 2.3 and incorporated herein in its entirety by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement, Evans represented to I-Net, that as of
January 10, 2000 there were 4,032,340 outstanding shares of Evans Common Stock.
As a result of executing the Voting Agreement, I-Net and Richard Dix may be
deemed to beneficially own and have shared voting power with respect to the
1,553,460 shares of Evans Common Stock covered thereby, which, based on such
representation, constitutes approximately 38.5% of the total issued and
outstanding shares of Evans Common Stock as of January 10, 2000.
Other than the transactions described herein, neither I-Net nor Richard
Dix has effected any transactions in shares of Evans Common Stock during the
preceding sixty days.
5
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Concurrent with the closing of the Merger, I-Net, the I-Net
stockholders and Evans will enter into a Registration Rights Agreement whereby
I-Net will be given, among other things, certain demand and piggy-back
registration rights. Other than the foregoing, the Merger Agreement and the
Voting Agreement, to the best knowledge of I-Net and Richard Dix, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 of this Schedule 13D and between such persons
and any person with respect to any securities of Evans, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangement, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement between I-Net Holdings, Inc.
and Richard Dix dated February 2, 2000.
Exhibit 2.1: Voting Agreement between I-Net Holdings, Inc., J.L.
Evans, Sr. and J.L. Evans Systems, Ltd. dated
January 23, 2000.
Exhibit 2.2: Directors and Officers of the Surviving Corporation
following the Merger (Schedule 8.9 to the Amended and
Restated Agreement and Plan of Merger).
Exhibit 2.3: Amended and Restated Agreement and Plan of Merger
among Evans Systems, Inc., I-Net Acquisition Corp.,
I-Net Holdings, Inc. and the stockholders of I-Net
Holdings, Inc. dated January 31, 2000 (filed as
Exhibit 99.1 to Evans Systems, Inc.'s Current Report
on Form 8-K, dated January 23, 2000, and incorporated
herein by reference).
6
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 2, 2000 I-Net Holdings, Inc.
By: /s/ RICHARD DIX
-----------------------------------
Name: Richard Dix
Title: President
Dated February 2, 2000 /s/ RICHARD DIX
------------------------------------------
Richard Dix
7
<PAGE> 8
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit 1: Joint Filing Agreement between I-Net Holdings, Inc. and
Richard Dix dated February 2, 2000.
Exhibit 2.1: Voting Agreement between I-Net Holdings, Inc., J.L. Evans, Sr.
and J.L. Evans Systems, Ltd. dated January 23, 2000.
Exhibit 2.2: Directors and Officers of the Surviving Corporation following
the Merger (Schedule 8.9 to the Amended and Restated Agreement
and Plan of Merger).
Exhibit 2.3: Amended and Restated Agreement and Plan of Merger among Evans
Systems, Inc., I-Net Acquisition Corp., I-Net Holdings, Inc.
and the stockholders of I-Net Holdings, Inc. dated January 31,
2000 (filed as Exhibit 99.1 to Evans Systems, Inc.'s Current
Report on Form 8-K, dated January 23, 2000, and incorporated
herein by reference).
</TABLE>
<PAGE> 1
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13D dated February 2, 2000, to which this
Agreement is filed as an exhibit, are filed on behalf of each of them.
Dated: February 2, 2000 I-Net Holdings, Inc.
By: /s/ RICHARD DIX
-------------------------
Name: Richard Dix
Title: President
Dated: February 2, 2000 /s/ RICHARD DIX
----------------------------------
Richard Dix
8
<PAGE> 1
EXHIBIT 2.1
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of January 23, 2000 between I-Net
Holdings, Inc., a Delaware corporation ("I-Net"), and J.L. Evans, Sr. ("Evans")
and each of Evans' affiliates whose name appears on the signature page hereto
(each a "Stockholder" and collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Stockholders beneficially own an
aggregate of 1,553,460 shares of Common Stock, par value $.01 per share ("EVSI
Common Stock"), of Evans Systems, Inc. a Texas corporation ( "EVSI") (such
shares of EVSI Common Stock and any shares of EVSI Common Stock acquired by the
Stockholders after the date hereof, the "Shares");
WHEREAS, I-Net is prepared to enter into an Agreement and Plan of Merger
among EVSI, I-Net and I-Net Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of EVSI ("Sub"), (as amended from time to time, the "Merger
Agreement") providing for the merger of I-Net with Sub (the "Merger"), as a
result of which I-Net will become a wholly owned subsidiary of EVSI;
WHEREAS, in order to encourage I-Net to enter into the Merger Agreement
with EVSI, the Stockholders are willing to enter into certain arrangements with
respect to the Shares;
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual promises set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Stockholders' Support of the Merger. From the date hereof until the
earliest to occur of (i) the termination of the Merger Agreement, and (ii) the
consummation of the Merger:
(a) Each Stockholder agrees that it will maintain beneficial
ownership of its Shares and will not, directly or indirectly, (i) sell,
transfer, pledge or otherwise dispose of any Shares to any person other
than I-Net or its designee unless such person shall have agreed in writing
to be bound by the terms of this Agreement, or (ii) grant a proxy with
respect to any Shares to any person other than I-Net or its designee, or
grant an option with respect to any of the foregoing, or enter into any
other agreement or arrangement with respect to any of the foregoing.
Notwithstanding anything herein to the contrary, it is expressly
acknowledged that J.L. Evans Systems, Ltd. has pledged an aggregate of
684,250 shares of EVSI Common Stock to secure a margin loan with MacDonald
Investments and that nothing shall prevent the disposition or further
pledge of such shares to satisfy the obligations under such loan.
<PAGE> 2
(b) Each Stockholder will not initiate, solicit or encourage
(including by way of furnishing information or assistance), or take any
other action to facilitate, any inquiries or the making of any proposal
relating to, or that may reasonably be expected to lead to, any merger,
consolidation, share exchange, business combination or similar transaction
involving EVSI or any of its subsidiaries or the acquisition in any manner,
directly or indirectly, of a material equity interest in any voting
securities of, or a substantial portion of the assets of, EVSI or any of
its subsidiaries, other than the transactions contemplated by this
Agreement, the TSC Agreement (as defined in the Merger Agreement) or the
Merger Agreement (a "Competing Transaction"), or enter into discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to, or endorse, any Competing
Transaction, or authorize or permit any investment banker, financial
advisor, attorney, accountant or other representative retained by the
Stockholder to take any such action. Each Stockholder shall promptly notify
I-Net of all relevant terms of any such inquiries or proposals received by
such Stockholder or by any such investment banker, financial advisor,
attorney, accountant or other representative relating to any of such
matters and if such inquiry or proposal is in writing, such Stockholder
shall deliver or cause to be delivered to I-Net a copy of such inquiry or
proposal.
(c) Each Stockholder agrees that it will vote all Shares (i) in favor
of approval of the Merger Agreement and any other matters that are
conditions to consummation of the Merger and (ii) subject to the provisions
of paragraph (d) below, against any combination proposal or other matter
that may interfere or be inconsistent with the Merger (including without
limitation a Competing Transaction).
(d) Each Stockholder agrees that, if requested by I-Net, such
Stockholder will not attend and such Stockholder will not vote its Shares
at any annual or special meeting of stockholders at which a Competing
Transaction is being considered, or execute any written consent of
stockholders relating directly or indirectly to a Competing Transaction,
during such period.
(e) Each Stockholder acknowledges that the terms of this Agreement
will be required to be described, and this Agreement will be required to be
filed, in certain securities law filings relating to the Merger.
(f) To the extent inconsistent with the provisions of this Section 1,
each Stockholder hereby revokes any and all proxies with respect to its
Shares or any other voting securities of EVSI held by such Stockholder.
Notwithstanding anything to the contrary set forth herein, this Agreement
shall not restrict any Stockholder from acting in accordance with its fiduciary
duties as an officer or director of EVSI.
2
<PAGE> 3
2. Miscellaneous
(a) The Stockholders, on the one hand, and I-Net, on the other,
acknowledge and agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any
state thereof having jurisdiction, in addition to any other stockholder to
which they may be entitled at law or equity.
(b) Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
(c) All notices, consents, requests, instructions, approvals and
other communications provided for herein shall be validly given, made or
served, if in writing and delivered personally, by telecopy or sent by
registered mail, postage prepaid:
If to I-Net:
I-Net Holdings,Inc.
3011 E. Hickory Park Circle
Sugar Land, Texas 77479
Attention: Mr.Richard Dix
Facsimile No.:(281) 491-9763
with a copy to:
Thompson & Knight L.L.P.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 72501
Attention: Craig N.Adams
Fax No: (214)969-1751
If to the Stockholders:
Evans Systems, Inc.
720 Avenue F North
Bay City, Texas 77414
Attention:J.L. Evans, Sr.
Fax:(409)244-5070
3
<PAGE> 4
or to such other address or telecopy number as any party may, from time to
time, designate in a written notice given in a like manner. Notice given by
telecopy shall be deemed delivered on the day the sender receives telecopy
confirmation that such notice was received at the telecopy number of the
addressee. Notice given by mail as set out above shall be deemed delivered
three days after the date the same is postmarked.
(d) From and after the termination of this Agreement, the covenants
of the parties set forth herein shall be of no further force or effect and
the parties shall be under no further obligation with respect thereto.
(e) Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:
(i) Merger. "Merger" shall mean the transaction referred to in
the second whereas clause of this Agreement, or any amendment to or
modification that does not adversely affect the economic value of the
Merger to the Stockholders pursuant to the transaction set forth in
the Merger Agreement.
(ii) Person. A "person" shall mean any individual, firm,
corporation, partnership, trust, limited liability company or other
entity.
(f) Due Authorization; No Conflicts. Each Stockholder hereby
represents and warrants to I-Net as follows: such Stockholder has full
power and authority to enter into this Agreement. Neither the execution or
delivery of this Agreement nor the consummation of the transactions
contemplated herein will (a) conflict with or result in a breach, default
or violation of any agreement, proxy, document, instrument, judgment,
decree, order, governmental permit, certificate, license, law, statute,
rule or regulation to which such Stockholder is a party or to which it is
subject, (b) result in the creation of any lien, charge or other
encumbrance on any of its Shares or (c) require such Stockholder to obtain
the consent of any private non-governmental third party. No consent,
action, approval or authorization of, or registration, declaration or
filing with, any governmental department, commission, agency or other
instrumentality or any other person or entity is required to authorize, or
is otherwise required in connection with, the execution and delivery of
this Agreement or each Stockholder's performance of the terms of this
Agreement or the validity or enforceability of this Agreement.
(g) Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns, but, except as
contemplated pursuant to paragraph 1(a), shall not be assignable by any
party hereto without the prior written consent of the other parties hereto.
(h) Waiver. No party may waive any of the terms or conditions of this
Agreement except by a duly signed writing referring to the specific
provision to be waived.
4
<PAGE> 5
(i) Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Texas.
(j) Entire Agreement. This Agreement constitutes the entire
agreement, and supersedes all other and prior agreements and
understandings, both written and oral, among the parties hereto.
(k) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Stockholder and I-Net have each caused this
Agreement to be duly executed as of the day and year first above written.
I-NET HOLDINGS, INC.
By: /s/ RICHARD DIX
------------------------------------------
Richard Dix
Chairman and Chief Executive Officer
/s/ J.L. EVANS, SR.
-------------------
J.L. Evans, Sr.
J.L. EVANS SYSTEMS, LTD.
By: J.L. EVANS MANAGEMENT, INC., its General
Partner
By: /s/ J.L. EVANS, SR.
--------------------------------------
Name: J.L. Evans, Sr.
Title: President
5
<PAGE> 1
EXHIBIT 2.2
SCHEDULE 8.9
At the Effective Time, the Board of Directors of EVSI shall consist of the
following Persons:
Richard Dix
Lloyd Shoppa
Jack Thompkins
Nancy Upton
J.L. Evans, Sr.
2 outside directors to be designated by EVSI and reasonably
acceptable to the Company
The officers of EVSI shall consist of the following Person:
Richard Dix - Chairman of the Board and Chief Executive Officer
9
