NEW GENERATION HOLDINGS INC
EX-10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2040708zex-10_1.txt
<DESCRIPTION>EX-10.1
<TEXT>

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                                                                    EXHIBIT 10.1

                            SHARE EXCHANGE AGREEMENT

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

                                    RECITALS

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

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

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

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

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

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

         NOW THEREFORE, the parties hereby agree as follows:

1. SHARE EXCHANGE AND RELATED MATTERS.

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

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              (i) INITIAL NGP EXCHANGES.

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

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

             (ii) BJ EXCHANGES.

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

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

            (iii) RDV EXCHANGES.

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

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


             (iv) FINAL NGP EXCHANGES.

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

                  (B) RdV shall transfer 11,608 shares of Minerva to NGP in
         exchange for 66,461 Exchange Shares.

         (b) RESTRICTION. The Exchange Shares shall be restricted shares
issued pursuant to Regulation S.


         (c) BOARD OF MINERVA GROUP. The Company shall have the right to
nominate two (2) members of the Board(s) of Directors of Minerva and the Minerva
Shareholders agree to vote for the election of such member(s). Initially, the
Company designates Paul Hokfelt and Marcel Rokegem as directors.


         (d) BOARDS OF NGH AND NGP. The Minerva Shareholders shall have the
right to nominate two (2) members of the Board(s) of Directors of NGH and NGP
and the Company agrees to take such action as may be necessary to increase the
size of the Boards and to recommend the election of such nominees by the
existing Directors of the Company. Initially, the Minerva Shareholders designate
RdV and BJ as directors.

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         (e) RELATED PARTY TRANSACTIONS. The parties agree that all
arrangements and agreements that the Company and the Minerva Group and any party
that is related to the either of the Company or the Minerva Group shall be
concluded at arms length.


2. REPRESENTATIONS AND WARRANTIES OF THE MINERVA GROUP AND THE MINERVA
SHAREHOLDERS. The Minerva Group and the Minerva Shareholders hereby make the
following representations and warranties to the Company.

         (a) ORGANIZATION. Each entity of the Minerva Group is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and is duly authorized to carry on the business
presently conducted by it. Icare and Rapide equally own one hundred percent
(100%) of the outstanding equity of Minerva, RdV and BJ equally own sixty
percent (60%) of Case Be and its wholly owned subsidiary, Case Nl and eighty
percent (80%) of Case Fr. All of the foregoing issued and outstanding shares
(the "Shares") of capital stock are owned by the Minerva Shareholders free and
clear of all liens and encumbrances of any kind. Except for the existing
minority interests in Case Be and Case Fr, the Shares represent all of the
issued and outstanding shares, of all types or classes, of the Minerva Group and
there are no outstanding options, warrants, convertible or exchangeable
securities or other rights to purchase shares of capital stock of any entity in
the Minerva Group.

         (b) PENDING CLAIMS. Except as disclosed in Schedule 2(b), there is
no litigation, suit, action, claim, arbitration, administrative or legal or
other proceeding, or governmental investigation pending or, to the Minerva
Group's or the Minerva Shareholders' knowledge threatened, against any member of
the Minerva Group and there are no unasserted claims possible of assertion
involving the business of the Minerva Group which the Minerva Group has notice
or knowledge; there are no audits by a governmental authority, claims for unpaid
taxes of any kind, or other similar actions, proceedings or disputes pending or,
to the Minerva Group's knowledge, threatened against or affecting the business
of the Minerva Group; there are no unpaid judgments of any kind against the
Minerva Group or the Minerva Shareholders relating to the business; and neither
the Minerva Group nor the Minerva Shareholders are charged with or, to either
the Minerva Group's or the Minerva Shareholders' knowledge threatened, with a
charge or violation or, to either the Minerva Group's or the Minerva
Shareholders' knowledge, is it under investigation with respect to any alleged
violation of any provision of any federal, state, local or foreign law or
administrative ruling or regulation relating to any aspect of the business. To
the best knowledge of the Minerva Group and the Minerva Shareholders, there are
no liabilities or potential liabilities of the Minerva Group which in the
aggregate exceed Fifty Thousand Dollars ($50,000).

         (c) TITLE TO ASSETS. Each member of the Minerva Group is the sole and
exclusive owner of, and has good and marketable title to, all of its assets,
rights, properties, claims, contracts and business of every kind, nature,
character and description, tangible and intangible, personal, real or mixed,
wherever located, free and clear of all liens, mortgages, pledges, claims,
encumbrances, security interests, covenants, easements, rights of way, equities,
options, rights of first refusal, assessments, defects in title, encroachments,
charges or any other burden of restriction of any kind or nature (collectively,
"Liens"); and no other person, firm or corporation has or will have on the
Closing Date any interest whatsoever in any of such assets.

         (d) NO BREACH OR VIOLATION. The execution, delivery and performance of
this Agreement and any other agreements contemplated hereby between the parties
hereto by the

                                      -3-

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Minerva Group and the consummation of the transactions contemplated by this
Agreement or any other agreements contemplated hereby will not (i) result in or
constitute a breach or an event that, with notice or lapse of time or both,
would be a default, breach or other violation of the articles of organization of
any member of the Minerva Group; (ii) violate (with or without the giving of
notice or the lapse of time or both), or require any consent, approval, filing
or notice under, any provision of any law, rule or regulation, court or
administrative order, writ, judgment or decree applicable to the Minerva Group,
the business or any of the assets of the Minerva Group, and (iii) with or
without the giving of notice or the lapse of time or both (A) violate or
conflict with, or result in the breach, suspension or termination of any
provision of, or constitute a default under, or result in the acceleration of
the performance of the obligations of any of the Minerva Group under, or (B)
result in the creation of any Liens upon all or any portion of the properties,
assets or the business of the Minerva Group pursuant to, the articles of
organization of any member of the Minerva Group, or any indenture, mortgage,
deed of trust, lease, agreement, contract or instrument to which a member of the
Minerva Group is a party or by which any member of the Minerva Group, its assets
or business is bound.

         (e) CORPORATE DOCUMENTS. The Minerva Group have furnished to the
Company for its examination true and correct copies of the articles of
organization, bylaws and minute books of each member of the Minerva Group.

         (f) CONDUCT OF BUSINESS. From the date of this Agreement until the
Closing, the Minerva Group shall operate its business in the ordinary course and
in a commercially reasonable manner and will make all reasonably necessary
efforts to preserve intact its business, its relationships with third parties,
all memberships, if any, that it presently holds, the goodwill it has accrued
and the services, to the extent practicable, of its existing officers,
employees, and directors

3. THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Minerva Group and the Minerva Shareholders, their respective
successors and assigns, that:

         (a) ORGANIZATION .The Company is a corporation duly organized, existing
and in good standing under the laws of the State of Delaware, and is not
presently and has not since its incorporation been the subject of any
governmental or quasi-governmental inquiry or review which would materially
adversely effect its business or operations, nor to the knowledge of the
Company, is any such inquiry or review pending or threatened.

         (b) AUTHORITY. The Company has taken all necessary corporate action on
its part as may be required under the laws of the jurisdiction of organization
and under its charter documents to authorize the execution, delivery and
carrying out of this Agreement on behalf of the Company.

         (c) ENFORCEABILITY. The Company has the full right, power, legal
capacity and authority to enter into and perform its respective obligations
under this Agreement. The execution, delivery and performance by the Company of
this Agreement and any other agreements contemplated hereby and the consummation
by them of the transactions contemplated hereby and thereby have been duly
authorized by the by the Board of Directors of the Company. No other corporate
or stockholder action is necessary for the authorization, execution, delivery
and performance by the Company of this Agreement and any other agreements
between the parties contemplated hereby and the consummation by the Company of


                                      -4-
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the transactions contemplated hereby or thereby. This Agreement has been duly
executed and delivered by the Company and constitutes a valid and legally
binding obligation of the Company, enforceable against each of them in
accordance with the terms hereof.

         (d) NO BREACH OR VIOLATION. The execution, delivery and performance of
this Agreement and any other agreements contemplated hereby between the parties
hereto by the Company and the consummation of the transactions contemplated by
this Agreement or any other agreements contemplated hereby will not (a) result
in or constitute a breach or an event that, with notice or lapse of time or
both, would be a default, breach or other violation of the articles of
incorporation or bylaws of the Company; (b) violate (with or without the giving
of notice or the lapse of time or both), or require any consent, approval,
filing or notice under, any provision of any law, rule or regulation, court or
administrative order, writ, judgment or decree applicable to the Company; and
(c) with or without the giving of notice or the lapse of time or both violate or
conflict with, or result in the breach, suspension or termination of any
provision of, or constitute a default under, or result in the acceleration of
the performance of any obligations of the Company.

         (e) SEC FILINGS. Each of the documents filed by the Company with the
SEC (including all financial statements included therein) (the "SEC Filings") at
the time of filing thereof conformed with the requirements of the Securities Act
of 1933, as amended and the Rules and Regulations promulgated thereto, and none
of the SEC Filings at the time of filing thereof contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein and necessary to make the statements therein in light of the
circumstances under which they were made, not misleading.

4. THE CLOSING. The closing ("Closing") of the Share Exchange and any other
transactions contemplated by this Agreement shall take place at the offices of
the Company at 9:00 a.m., on February 28, 2001, or at such other place and time
and on such other date, as the parties may agree upon in writing ("Closing
Date"). Notwithstanding the foregoing, the delivery of shares required under
Section 1(a)(i) shall be consummated on or prior to the date hereof.

5. OBLIGATIONS OF THE MINERVA SHAREHOLDERS. At the Closing, the Minerva
Shareholders shall cause the Minerva's official share registry to reflect the
delivery to the Company of the Minerva Shares, in form and substance reasonably
satisfactory to the Company.

6. OBLIGATIONS OF THE COMPANY. At the Closing, the Company shall deliver or
cause to be delivered to the Minerva Shareholders the Exchange Shares in form
and substance reasonably satisfactory to the Minerva Shareholders.

7. MISCELLANEOUS.

         (a) ASSIGNMENT. This Agreement may not be assigned by any party without
the prior written consent of the other parties.

         (b) WAIVERS. Any delay or forbearance by either party in exercising any
right hereunder shall not be deemed a waiver of that right.

         (c) SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, then the meaning


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of such provision shall be construed so as to render it enforceable, to the
extent feasible; and if no feasible interpretation would save such provision, it
shall be severed from this Agreement and the remainder shall remain in full
force and effect. However, in the event such provision is considered an
essential element of this Agreement, the parties shall promptly negotiate a
replacement thereof.

         (d) PARTIAL INVALIDITY. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.

         (e) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of Belgium, without regard to conflicts of law
principles.

         (f) BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties, their successors, and permitted assigns.

         (g) NEGOTIATED AGREEMENT. This Agreement is the result of negotiations
between the parties. Accordingly, no party to this Agreement shall be deemed to
be the author of this Agreement and there shall be no presumption that this
Agreement is to be construed for or against any party to this Agreement on the
basis of the authorship of this Agreement.

         (h) HEADINGS. The headings in this Agreement are inserted merely for
the purpose of convenience and shall not affect the meaning or interpretation of
this Agreement.

         (i) COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. This Agreement may be
executed by facsimile signatures.




                        (Signatures follow on next page)



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.


NEW GENERATION HOLDINGS, INC.                ICARE BVBA


By:                                          By:
   -------------------------------              -------------------------------

============================                 ============================
Name: Jacques Mot                            Name: Bob Jordaens
Title: Chairman                              Title:

NEW GENERATION PARTNERS, INC.                RAPIDE BVBA


By:                                          By:
   -------------------------------              -------------------------------

============================                 ============================
Name: Paul Hokfelt                           Name: Rene De Vleeschauwer
Title: Chief Executive Officer               Title:










                                             ---------------------

                                             ============================
                                             Bob Jordaens


                                             ---------------------

                                             ============================
                                             Rene De Vleeschauwer


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