SEC Info - Wei Ming Lu Group - ‘SC 13D/A’ on 1/30/98 re: Amereco Inc

SEC Info℠

Home

Help

Please Sign In

Wei Ming Lu Group – ‘SC 13D/A’ on 1/30/98 re: Amereco Inc – EX-2

As of: Friday, 1/30/98 · Accession #: 1000096-98-69 · File #: 5-50919

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/30/98  Wei Ming Lu Group                 SC 13D/A               3:95K  Amereco Inc                       Mitchell Fi… Printing/FA

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          20     82K 
                          Ownership                                              
 2: EX-1        Purchase Agreement                                    10     36K 
 3: EX-2        Exhibit C - Escrow Agreement                          14     46K

EX-2 — Exhibit C – Escrow Agreement

EX-2 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 EXHIBIT C
 ---------

ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Agreement"), dated as of January 9, 1998, is made by and
among:                                                                          

     Cathay Global  Investments,  Inc.  ("Cathay"),  a Nevada  corporation,  and
     certain  of  its  affiliates,   including  (without   limitation)   Georgia
     Resources,  Inc. ("Georgia"),  a Nevada corporation,  and C.I.S.  Resources
     Limited  Liability  Company ("CIS"),  a Colorado limited  liability company
     (Cathay,  Georgia and CIS being collectively referred to herein as "the CGI
     Parties") whose addresses are 1401 Seventeenth Street,  Suite 1520, Denver,
CO 80202 (tel: 303-296-6789; fax: 303-297-0609);                      

     Capital  Aggregate  Partners,  LLC ("CAP"),  a Colorado  limited  liability
     company,  with its principal offices at 9250 E. Costilla Avenue, Suite 650,
Englewood, CO 80112 (tel: 303-732- 0414; fax 303-792-0533)            

     Amereco,  Inc.  ("Amereco"),  a  Utah  corporation,  whose  address  is 680
     Atchison Way #800 Castle Rock,  Colorado,  80104 (tel:  303-688-5160;  fax:
303-688-4287); and                                                    

     Law Offices of Diana L. Powell,  Esq.,  ("Escrow Agent"),  whose address is
     4600 S. Ulster St., Suite 700, Denver,  CO 80237 (tel:  303-804-3813;  fax:
303-740-6789).                                                        

RECITALS
--------

     The CGI Parties,  CAP and Amereco are parties to an agreement dated January
9, 1998 (the "Purchase Agreement") pursuant to which agreement CAP will purchase
from the CGI  Parties  the debt and  equity  interests  in  Amereco on the terms
described in the Purchase Agreement.                                            

     This Agreement forms a part of a transaction  being  completed  pursuant to
the Purchase  Agreement.  It is the intention of the parties that this Agreement
and the other agreements be interpreted consistently to accomplish the intent of
the parties as expressed in the Purchase Agreement.                             

     The CGI  Parties,  CAP,  and Amereco  desire that the Escrow Agent serve as
escrow  agent  hereunder,  and the  Escrow  Agent  has  agreed  to serve in that
capacity under this Agreement.                                                  

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein and in the  Purchase  Agreement,  the parties  hereby agree as
follows:                                                                        

     1.  Definitions.  Any terms not  otherwise  defined  herein  shall have the
meaning ascribed to them in the Purchase Agreement.                             

 1

EX-2 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
     2.  Appointment of Escrow Agent.  The Law Offices of Diana L. Powell,  Esq.
are hereby appointed as Escrow Agent to accept, retain and release the documents
described  herein  to be  held  in  escrow  (collectively  referred  to  as  the
"Transaction  Documents") in accordance  with the provisions of this  Agreement.
The Escrow Agent hereby accepts such  appointment  and  acknowledges  receipt of
various envelopes containing the Transaction Documents as follows:              

Envelope C-1:  All  documents   related  to  the  Shares  and  Options  and  the
assignment thereof to CAP from the CGI Parties.   
Envelope C-2:  All documents related to the Secured  Cathay/Amereco Note and the
assignment thereof to CAP from the CGI Parties.   
Envelope C-3:  All  documents  related  to the  Secured  Congress  Note  and the
assignment thereof to CAP from the CGI Parties.   
Envelope C-4:  Release by CAP of any  interest  in the Shares  and  Options  and
               related documents  contained in Envelope C-1, executed by CAP and
notarized.                                        
Envelope C-5:  Release by CAP of any interest in the Secured Cathay/Amereco Note
               and related documents  contained in Envelope C-2, executed by CAP
and notarized.                                    
Envelope C-6:  Release by CAP of any interest in the Secured  Congress  Note and
               related documents  contained in Envelope C-3, executed by CAP and
notarized.                                        

From the CGI Parties,  the Transaction  Documents in the envelopes marked "C-1,"
"C-2," and "C-3."                                                               

From CAP, the  Transaction  Documents in the envelopes  marked "C-4," "C-5," and
"C-6."                                                                          

Exhibits C-1, C-2, C-3, C-4, C-5, and C-6 which describe the documents contained
in the similarly numbered envelopes  (collectively the "Transaction  Documents")
attached hereto and incorporated  herein by this reference,  more fully describe
the above  documents to be deposited in Escrow.  The Purchase  Agreement and its
exhibits are also attached hereto for the Escrow Agent's  reference.  The Escrow
Agent agrees to accept, retain, release and deliver the Transaction Documents in
accordance with the provisions of this Escrow Agreement.                        

3. Completion/Non-Completion Certification and Escrow Release.        

          a. Completion.  Upon the completion of the  transactions  described in
the Purchase Agreement, Escrow Agent shall proceed as follows:                  

               i. Upon receipt by the Escrow Agent of either  certified funds or
verified  bank wire in the  amount of  $331,092  made  payable to Cathay for the
Shares and Options and  reimbursement  as described in Sections  3(a) and 3.4 of
the Purchase  Agreement,  Escrow Agent shall deliver to CAP the envelopes marked
C-1 and C-4, and forward said funds to Cathay.                                  

 2

EX-2 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
               ii.  Upon  receipt  by the  Escrow  Agent of  certified  funds or
verified bank wire made payable to Cathay in the amount of:                     

      (1)  $1,000,000 on or before June 15, 1998; or

                    (2)  $1,300,000  on or before  September 15, 1998 (but after
June 15, 1998); or            

                    (3)  $1,600,000  on or before  December  15, 1998 (but after
September 15, 1998); or       

                    (4)  $1,900,000  on or  before  March 15,  1999  (but  after
December 15, 1998)            

for payment of both the New 3-Year Note and the New 5-Year Note as provided  for
in said Notes,  Escrow Agent shall deliver to CAP the envelopes marked C-2, C-3,
C-5, and C-6.                                                                   

               iii. Upon receipt by the Escrow Agent of either  certified  funds
or verified bank wire for payment in full for the New 3-Year Note (other than as
set forth above but prior to  default),  Escrow  Agent shall  deliver to CAP the
envelopes marked C-2 and C-5, and forward said funds to Cathay.                 

               iv. Upon receipt by the Escrow Agent of either certified funds or
verified  bank wire for  payment in full for the New 5-Year  Note (other than as
set forth above but prior to  default),  Escrow  Agent shall  deliver to CAP the
envelopes marked C-3 and C-6, and forward said funds to Cathay.                 

          b.  Non-Completion -- CGI Shares and Options. If CAP fails to make the
payments required in Section 3(a) and 3.4 of the Purchase Agreement,  Cathay may
(not earlier than two business days after such default)  advise the Escrow Agent
as to such  default.  The Escrow  Agent  shall,  not later than the business day
following the receipt of such  notification by hand delivery or by fax,  provide
CAP a copy of Cathay's notification.  If CAP does not submit a written statement
to the Escrow Agent disputing the facts set forth within  Cathay's  notification
(which must include a reasonable  evidence of payment)  within two business days
following the date Cathay's  notification  was received by the Escrow Agent, the
Escrow Agent will:                                                              

       Deliver to Cathay the envelopes marked C-1, C-2, C-3, C-4, C-5, C-6

          c. Non-Completion --New 3-Year Note. If CAP fails to make the payments
required  pursuant to the New 3-Year Note, Cathay may advise the Escrow Agent as
to such  default.  The  Escrow  Agent  shall,  not later than the  business  day
following receipt of such notification by hand delivery or by fax, provide CAP a
copy of Cathay's notification. If CAP does not submit a written statement to the
Escrow Agent disputing the facts set forth within Cathay's  notification  (which

 3

EX-2 4th Page of 14 TOC 1st Previous Next ↓Bottom Just 4th
must include reasonable  evidence of payment) within two business days following
the date  Cathay's  notification  was received by the Escrow  Agent,  the Escrow
Agent will:                                                                     

Deliver to Cathay the envelopes marked C-2, C-3, C-5, C-6   

          d.  Non-Completion  -- New  5-Year  Note.  If CAP  fails  to make  the
payments  required pursuant to the New 5-Year Note, Cathay may advise the Escrow
Agent as to such  default.  The Escrow Agent shall,  not later than the business
day following  receipt of such  notification by hand delivery or by fax, provide
CAP a copy of Cathay's notification.  If CAP does not submit a written statement
to the Escrow Agent disputing the facts set forth within  Cathay's  notification
(which must include  reasonable  evidence of payment)  within two business  days
following the date Cathay's  notification  was received by the Escrow Agent, the
Escrow Agent will:                                                              

Deliver to Cathay the envelopes marked C-3, and C-6         

4.       Receipt of Notifications and Payments.               

          a. If the Escrow Agent receives from any person any  notifications  or
other  documentation with respect to any of the CGI Securities or the CGI Notes,
the Escrow Agent will, not later than the next business day, send a copy of such
notification or other  documentation  to both Cathay and CAP by facsimile and by
courier.                                                                        

          b. If the  Escrow  Agent  receives  from any  person  any  payment  of
dividends or distributions  with respect to the CGI Securities or any payment of
any  principal,  interest,  or other charge with  respect to the CGI Notes,  the
Escrow Agent will hold such payment for appropriate distribution upon payment or
non payment under the terms of the Purchase Agreement as described above.       

     5. Terms and  Conditions to Escrow  Agent's  Acceptance.  Acceptance by the
Escrow Agent of Escrow  Agent's  duties  under this  Agreement is subject to the
following terms and conditions, which the parties to this Agreement hereby agree
shall govern and control the rights, duties and immunities of the Escrow Agent: 

          a. Amereco  agrees to pay the fees and expenses of the Escrow Agent in
accordance  with their  existing  fee  agreement.  The Escrow Agent shall not be
liable for any act or omission to act under this  Agreement,  including  any and
all claims made against the Escrow Agent as a result of Escrow  Agent's  holding
the  Transaction  Documents,  except for Escrow Agent's own gross  negligence or
willful  misconduct.  CAP, the CGI Parties,  and Amereco  jointly and severally,
agree to  indemnify  the Escrow Agent and hold Escrow  Agent  harmless  from and
against any and all claims, losses, costs, liabilities, damages, suits, demands,
judgments or expenses (including but not limited to reasonable  attorney's fees)
claimed  against or  incurred  by the Escrow  Agent  arising  out of or related,
directly or indirectly,  to this Agreement,  except acts of gross  negligence or
willful  misconduct by the Escrow Agent. The Escrow Agent may decline to act and

 4

EX-2 5th Page of 14 TOC 1st Previous Next ↓Bottom Just 5th
shall not be liable for failure to act if the Escrow  Agent  determines  in good
faith  that  Escrow  Agent is in doubt as to Escrow  Agent's  duties  under this
Agreement.                                                                      

          b. The Escrow Agent is not a party to any of the Transaction Documents
nor does Escrow Agent make any judgment on the content, completeness or validity
of said documents.  The Escrow Agent's only responsibility is to keep safely the
Transaction  Documents  and release  them in  accordance  with the terms of this
Agreement.  The Escrow Agent's duties shall be determined only with reference to
this  Agreement and  applicable  laws,  and the Escrow Agent is not charged with
knowledge  of or any duties or  responsibilities  in  connection  with any other
document or agreement, including, but not limited to, the Purchase Agreement. In
the event that the Escrow  Agent  determines  in good faith that Escrow Agent is
uncertain  as to Escrow  Agent's  duties or rights  hereunder,  the Escrow Agent
shall be  entitled to refrain  from taking any action  other than to keep safely
the  Transaction   Documents  until  Escrow  Agent  shall  (i)  receive  written
instructions  signed by Cathay and CAP, or (ii) is directed otherwise by a court
of competent jurisdiction.                                                      

          c. The Escrow Agent may act in reliance upon any  instructions  signed
on  signature  believed by Escrow  Agent to be genuine,  and may assume that any
person  who  has  been  designated  by  CAP  and  Cathay  to  give  any  written
instructions,  notice or receipt,  or make any statements in connection with the
provisions  hereof,  has been duly  authorized  to do so. The Escrow Agent shall
have no duty to make inquiry as to the genuineness,  accuracy or validity of any
statements or instructions or any signatures on statements or instructions.  The
name and true  signatures  of each  individual  authorized  to act on  behalf of
Cathay and CAP are stated in the signature area below.                          

          d. In the event that the Escrow Agent should at any time be confronted
with  inconsistent or conflicting  claims or demands by the parties hereto,  the
Escrow  Agent shall have the right to  interplead  said  parties in any Colorado
court of  competent  jurisdiction  and  request  that such court  determine  the
respective rights of such parties with respect to this Agreement and, upon doing
so, the Escrow Agent shall be released from any  obligations  or  liabilities to
either party as a consequence of any such claims or demands.                    

          e. The  Escrow  Agent  may  execute  any of Escrow  Agent's  powers or
responsibilities hereunder and exercise any rights hereunder, either directly or
by or through Escrow Agent's agents or attorneys.  The Escrow Agent shall not be
responsible  for and shall not be under a duty to examine,  inquire into or pass
upon the validity, binding effect, execution or sufficiency of this Agreement or
of any amendment or supplement hereto.                                          

          f. During the period of Escrow Agent's tenure hereunder,  Escrow Agent
may be  unavailable  or absent from time to time due to vacation or  unavoidable
circumstances.  Escrow  Agent  will,  whenever  possible,  notify all parties in
advance of the anticipated  length of Escrow Agent's  unavailability or absence,
and make alternative  arrangements for  implementation  of Escrow Agent's duties
hereunder if necessary, and any advisements or notification periods provided for
in  this  Escrow  Agreement  may  be  tolled   accordingly  as  imposed  by  the
circumstances.                                                                  

 5

EX-2 6th Page of 14 TOC 1st Previous Next ↓Bottom Just 6th
6. Resignation of Escrow Agent.                                       

          a.  The  Escrow  Agent  shall  have the  right  at any time to  resign
hereunder by giving written notice of Escrow Agent's  resignation to the parties
hereto,  at the  addresses  set forth  herein or at such  other  address  as the
parties shall provide, at least thirty (30) days prior to the date specified for
such  resignation  to take  effect.  If after  sixty  (60) days from the date of
delivery of Escrow  Agent's  written notice of intent to resign the Escrow Agent
has not received a written  designation of a successor  escrow agent, the Escrow
Agent's sole responsibility shall be, in Escrow Agent's sole discretion,  either
to retain custody of the Transaction  Documents until Escrow Agent receives such
designation,  or to apply to a  Colorado  court of  competent  jurisdiction  for
appointment of a successor  escrow agent,  and after such appointment to have no
further duties or responsibilities in connection herewith,  and the Escrow Agent
shall be relieved of all liability  hereunder,  except for any liability arising
out of the Escrow Agent's gross negligence or willful misconduct.               

     7. Notices. Any notices or other communications required or permitted to be
given  hereunder shall be in writing and shall be deemed given and received when
so delivered personally,  by overnight courier, by facsimile  transmission (with
receipt  confirmed  by  telephone  or by  automatic  transmission  report) or by
registered or certified mail, postage prepaid and return receipt  requested,  to
the addresses and at the facsimile numbers set forth below:                     

Cathay Global Investments, Inc.                               
Georgia Resources, Inc.                                       
C.I.S. Resources Limited Liability Company                    
1401 Seventeenth Street, Suite 1520, Denver, CO 80202         
(tel: 303-296-6789; fax: 303-297-0609)                        

      Capital Aggregate Partners, LLC, 9250 E. Costilla Avenue, Suite 650,
Englewood, CO 80112 (tel: 303-732-0414; fax 303-792-0533)     

Amereco, Inc., 680 Atchison Way #800                          
     Castle Rock, Colorado, 80104 (tel: 303-688-5160; fax: 303-688-4287)

Diana L. Powell, Esq., 4600 S. Ulster St., Suite 700,         
Denver, CO  80237 (tel: 303-804-3813; fax: 303-740-6789).     

Herrick K. Lidstone, Jr., Esq., Friedlob, Sanderson,          
Raskin, Paulson & Tourtillott, LLC                            
1400 Glenarm Place, Denver, Colorado 80202 fax: 303-595-3159  

     Addresses (or the person to whose attention notices are to be given) may be
changed by giving written notice pursuant to this Section.  Any notice hereunder
may be  given  on  behalf  of any  party  by its  counsel  or  other  authorized
representative.                                                                 

 6

EX-2 7th Page of 14 TOC 1st Previous Next ↓Bottom Just 7th
     8.  Governing  Law. This  Agreement is governed by the laws of the State of
Colorado  without regard to its conflict of law  provisions,  and shall inure to
the benefit of and be binding upon the successors,  assigns,  heirs and personal
representatives of the parties hereto.                                          

     9.  Amendment  and  Nonwaiver.  This  Agreement  may be amended,  modified,
superseded or canceled, and any of the terms or conditions hereof may be waived,
only by a written instrument  executed by each party hereto, or in the case of a
waiver, by the party waiving compliance. The failure of any party at any time or
times to require  performance of any provisions hereof shall in no manner affect
its  right at a later  time to  enforce  the  same.  No  waiver  of any party or
condition, or of the breach of any term contained in this Agreement,  whether by
conduct  or  otherwise,  in any one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver  of any  other  condition  or of the  breach  of any  other  term of this
Agreement.  No party may  assign any  rights,  duties or  obligations  hereunder
unless all other parties have given their prior written consent.                

     10.  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference  only and  shall not  affect  the  meaning  or  interpretation  of any
provision of this Agreement.                                                    

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts;  each such executed  counterpart  shall be deemed an original land
all such counterpart together shall constitute one and the same instrument.     

 (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

 7

EX-2 8th Page of 14 TOC 1st Previous Next ↓Bottom Just 8th
     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of and the date first above written.                                  

CATHAY GLOBAL INVESTMENTS, INC.              C.I.S. RESOURCES LIMITED LIABILITY 
                 COMPANY
                                             By Continental Integrated Services,
                               Inc., its sole Member
By: /s/  Earl B. Wing                                                           
--------------------------------                                          
Earl B. Wing, Vice President                                              
                              By: /s/  Chih-Hui Lu
                                                --------------------------------
                                                Chih-Hui Lu, Secretary/Treasurer

GEORGIA RESOURCES, INC.                                                         

By: /s/  Chih-Hui Lu                                                            
---------------------------------                                         
Chih-Hui Lu, Secretary/Treasurer                                          

CAPITAL AGGREGATE PARTNERS, LLC                                                 

By: /s/  Gary J. Graham                                                         
---------------------------------                                         
Gary J. Graham, Manager                                                   

AMERECO, INC.                                LAW OFFICES OF                     
                               DIANA L. POWELL, ESQ.

By: /s/  Kenneth W. Tribbey                  /s/  Diana L. Powell               
   ----------------------------------        -----------------------------------
Kenneth W. Tribbey, Vice President                                        

 8

EX-2 9th Page of 14 TOC 1st Previous Next ↓Bottom Just 9th
 EXHIBIT C-1

Documents  to be  Deposited by the CGI  Parties:  All  documents  related to the
Shares and Options and the assignment thereof to CAP from the CGI Parties.      

Document Description                                                  
--------------------                                                  

1.   One or more  certificates  representing an aggregate of 3,635,165 shares of
     Amereco common stock in  transferable  form indorsed to CAP with signatures
     medallion  guaranteed,  and/or  assignments,  stock  powers,  and/or  other
     legally  acceptable  documentation,  with the records of Amereco reflecting
     the  address of the Escrow  Agent as the record  address  for Cathay  (such
   address not to be changed without the written consent of CAP and Cathay).

2.   Option  agreements  representing  the right to acquire  1,563,994 shares of
     Amereco  common  stock on  various  terms  and  conditions,  together  with
executed assignments thereof from the optionees to CAP.               

 9

EX-2 10th Page of 14 TOC 1st Previous Next ↓Bottom Just 10th
 EXHIBIT C-2

Documents  to be  Deposited  by Cathay:  All  documents  related to the  Secured
Cathay/Amereco Note and the assignment thereof to CAP from the CGI Parties.     

Document Description                                                  
--------------------                                                  

1.   Secured Loan  Agreement  effective as of April 18, 1997,  between  Amereco,
Inc. and Cathay Global Investments, Inc.                              

2.   Promissory Note dated as of April 18, 1997, from Amereco,  Inc. ("Amereco")
     to Cathay Global  Investments,  Inc.  ("Cathay") in the principal amount of
     $947,618.81,  together  with  executed  assignment  thereof  from Cathay to
Capital Aggregate Partners, LLC.                                      

3.                                                                              

4.   Registration  Rights  Agreement  effective  as of April 18,  1997,  between
Amereco and Cathay.                                                   

5.   Pledge  Agreement dated June 20, 1997,  between Amereco and Cathay pledging
     all of the shares of the issued and  outstanding  common  stock of Omnivest
     Resources,  Inc.,  wholly-owned  subsidiary  of Amereco,  which  shares are
     evidenced by  Certificate 14 (for  4,501,801  shares),  together with blank
stock powers executed by Amereco in form for transfer by delivery.    

6.   Pledge  Agreement dated June 20, 1997,  between Steven H. Miller and Cathay
     pledging all of the shares of the issued and  outstanding  common stock and
     preferred stock of Amereco held by Steven H. Miller as of January 31, 1997,
     which shares are evidenced by Certificates 3054 (for 671,245 shares),  2548
     (for 822,200  shares) and 2790 (for  450,000  shares)  (collectively  being
     38,869 shares  following a reverse stock split  previously  accomplished by
     Amereco),  and  options  to  acquire  350,000  shares  pursuant  to  option
     agreements  dated  November 10, 1992,  and October 10, 1995,  together with
     blank stock powers executed by Mr. Miller in form for transfer by delivery.

7.   Pledge Agreement dated June 20, 1997, between Kenneth W. Tribbey and Cathay
     pledging all of the shares of the issued and  outstanding  common stock and
     preferred  stock of Amereco  held by Kenneth W.  Tribbey as of January  31,
     1997, which shares are evidenced by Certificates 2549 (for 800,000 shares),
     2791 (for 450,000 shares) and 3055 (for 671,245 shares) (collectively being
     38,425 shares  following a reverse stock split  previously  accomplished by
     Amereco),  and  options  to  acquire  350,000  shares  pursuant  to  option
     agreements  dated  November 10, 1992,  and October 10, 1995,  together with
     blank  stock  powers  executed  by Mr.  Tribbey  in form  for  transfer  by
delivery.                                                             

10

EX-2 11th Page of 14 TOC 1st Previous Next ↓Bottom Just 11th
 EXHIBIT C-3

Secured Congress Note Documents:  All documents  related to the Secured Congress
Note and the assignment thereof to CAP from the CGI Parties.                    

1.   The First Amended and Restated Loan and Security Agreement between Omnivest
     Resources,  Inc.  ("ORI")  and  Congress  Financial  Corporation  (Western)
     ("Congress")  dated  August 1, 1996,  as amended by the First  Amendment to
     First  Amended  and  Restated  Loan  and  Security  Agreement  and  Related
     Documents  dated August 2, 1996, the Second  Amendment to First Amended and
     Restated Loan and Security  Agreement and Related Documents dated March 17,
     1997,  and the Third  Amendment  to First  Amended  and  Restated  Loan and
Security Agreement and Related Documents dated April 18, 1997.        

2.   First Amended and Restated Term  Promissory Note dated August 1, 1996, from
     ORI to  Congress  in the  principal  amount of  $2,375,000,  together  with
     executed assignment thereof from Cathay to Capital Aggregate Partners, LLC.

3.   The UCC  financing  statements  filed  against  ORI by  Congress  with  the
     Colorado Central Indexing System,  the Georgia Central Indexing System, the
     Utah  Secretary  of State and  Douglas  County,  Colorado,  subject  to the
releases described in the other Loan Documents.                       

4.   The Guaranty from Amereco, Inc. to Congress dated August 1, 1996.          

11

EX-2 12th Page of 14 TOC 1st Previous Next ↓Bottom Just 12th
 EXHIBIT C-4

RELEASE AND ASSIGNMENT
----------------------

     Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla  Avenue,  Suite 650,  Englewood,  CO 80112  ("CAP"),
hereby releases,  remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S.  Resources Limited Liability Company,  and Georgia Resources,  Inc.
(in such  amounts as such  interests  were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-1 (the "C-1 Assets") which exhibit is attached hereto and
by this reference  incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998,  the date as of which the C-1 Assets ere
placed into escrow.                                                             

Dated: January 14, 1998                                                         
to be effective as of January 9, 1998.                                          

                                       CAPITAL AGGREGATE PARTNERS, LLC

                               By: /s/  Gary J. Graham
                                               ---------------------------------
                                         Gary J. Graham, Manager and
                                       Authorized Representative

12

EX-2 13th Page of 14 TOC 1st Previous Next ↓Bottom Just 13th
 EXHIBIT C-5

RELEASE AND ASSIGNMENT
----------------------

     Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla  Avenue,  Suite 650,  Englewood,  CO 80112  ("CAP"),
hereby releases,  remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S.  Resources Limited Liability Company,  and Georgia Resources,  Inc.
(in such  amounts as such  interests  were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-2 (the "C-2 Assets") which exhibit is attached hereto and
by this reference  incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998,  the date as of which the C-2 Assets ere
placed into escrow.                                                             

Dated: January 14, 1998                                                         
to be effective as of January 9, 1998.                                          

                                       CAPITAL AGGREGATE PARTNERS, LLC

                               By: /s/  Gary J. Graham
                                               ---------------------------------
                                           Gary J. Graham, Manager and
                                         Authorized Representative

13

EX-2 Last Page of 14 TOC 1st Previous Next ↓Bottom Just 14th
 EXHIBIT C-6

RELEASE AND ASSIGNMENT
----------------------

     Capital Aggregate Partners, LLC, a Colorado limited liability company whose
address is 9250 E. Costilla  Avenue,  Suite 650,  Englewood,  CO 80112  ("CAP"),
hereby releases,  remises, assigns, and quitclaims to Cathay Global Investments,
Inc., C.I.S.  Resources Limited Liability Company,  and Georgia Resources,  Inc.
(in such  amounts as such  interests  were held prior to January 9, 1998) all of
CAP's right, title and interest in and to the documents, instruments, and assets
described on EXHIBIT C-3 (the "C-3 Assets") which exhibit is attached hereto and
by this reference  incorporated herein. This Release and Assignment is effective
for all purposes as of January 9, 1998,  the date as of which the C-3 Assets ere
placed into escrow.                                                             

Dated: January 14, 1998                                                         
to be effective as of January 9, 1998.                                          

                                       CAPITAL AGGREGATE PARTNERS, LLC

                               By: /s/  Gary J. Graham
                                               ---------------------------------
                                         Gary J. Graham, Manager and
                                       Authorized Representative

14

EX-2	1st Page of 14	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-2	2nd Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-2	3rd Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-2	4th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-2	5th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-2	6th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-2	7th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-2	8th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-2	9th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-2	10th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-2	11th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-2	12th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-2	13th Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-2	Last Page of 14	TOC	1st	Previous	Next	↓Bottom	Just 14th

Dates Referenced Herein

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	3/15/99	3		None on these Dates
	12/15/98	3
	9/15/98	3
	6/15/98	3
Filed on:	1/30/98
	1/14/98	12	14
	1/9/98	1	14
	6/20/97	10
	4/18/97	10	11
	3/17/97	11
	1/31/97	10
	8/2/96	11
	8/1/96	11
	10/10/95	10
	11/10/92	10
				List all Filings

↑Top

Filing Submission 0001000096-98-000069 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wei Ming Lu Group – ‘SC 13D/A’ on 1/30/98 re: Amereco Inc – EX-2

As of: Friday, 1/30/98 · Accession #: 1000096-98-69 · File #: 5-50919

Previous ‘SC 13D’: ‘SC 13D’ on 5/8/97 · Next & Latest: ‘SC 13D/A’ on 9/29/98

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-2 — Exhibit C – Escrow Agreement

Dates Referenced Herein

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents