Unassociated Document


    ______________________

    


    


    AGREEMENT
      AND PLAN OF EXCHANGE

    


    


    EMVELCO
      RE CORP.

    


    and

     

    


    VERGE
      LIVING CORPORATION

    


     

    _______________________

    


    
 

    December
      31, 2006

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AGREEMENT
      AND PLAN OF EXCHANGE

    


    


    THIS
      EXCHANGE AGREEMENT (the "Agreement") is made and entered into on
      December 31, 2006 by and among EUROWEB INTERNATIONAL CORP., a Delaware
      corporation (hereinafter referred to as “Euroweb”) and EMVELCO RE CORP., a
      Nevada corporation and wholly owned subsidiary of Euroweb (f/k/a Euroweb RE
      Corp.) (hereinafter referred to as "ERC") on the one hand, and VERGE LIVING
      CORPORATION, a Nevada corporation (f/k/a The Aquitania Corp.) (hereinafter
      referred to as “Verge") and THE INTERNATIONAL HOLDINGS GROUP LTD, a corporation
      formed and registered in the Marshall Islands and sole shareholder of Verge
      (hereinafter referred to as “TIHG”), on the other hand. The individuals and
      entities above are referred to in this Agreement individually as a “Party” and
      collectively as the “Parties.”

     

    


    RECITALS

    


    A. EUROWEB
      INTERNATIONAL CORP., a Delaware corporation (“EUROWEB”) is a corporation that
      currently files reports with the Securities and Exchange Commission ("SEC")
      pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), as
      amended.

    


    B. The
      Parties desire to transfer certain of their respective interests in exchange
      for
      interests in the other Party. ERC is willing to acquire all of the issued and
      outstanding common stock of VERGE, owned by TIHG, in exchange for a certain
      amount of shares of common stock of ERC making VERGE a wholly-owned subsidiary
      of ERC, and TIHG is willing to exchange all of the issued and outstanding common
      stock in VERGE in exchange for a certain amount of shares of common stock of
      ERC.

    


    C. It
      is the
      intention of the Parties hereto that: (i) EUROWEB shall acquire all of the
      issued and outstanding common stock of VERGE in exchange for shares of common
      stock of ERC as set forth herein (the "Exchange"); (ii) the Exchange shall
      qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal
      Revenue Code of 1986, as amended (the "Code"), and related sections thereunder;
      and (iii) the Exchange shall qualify as a transaction in securities exempt
      from
      registration or qualification under the Securities Act of 1933, as amended
      (the
      "1933 Act") and under the applicable securities laws of each state or
      jurisdiction where the Shareholders of EUROWEB and VERGE reside. 

    


    D. For
      federal income tax purposes, it is intended that the reorganization contemplated
      hereby shall qualify as a reorganization with the meaning of Section 368(a)
      of
      the Code.

    


    NOW,
      therefore, in consideration of the mutual covenants, agreements, representations
      and warranties contained in this Agreement, and for other good and valuable
      consideration, the receipt and adequacy of which are acknowledged, the Parties
      hereto agree as follows:

    


    


    
      
         

      

      
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    SECTION
      1. OWNERSHIP OF THE COMPANIES

    


    The
      Parties acknowledge that the ownership of the Companies, as of the date all
      Parties hereto have executed this Agreement, immediately prior to giving effect
      to the transactions hereunder, is as follows: 

    


    1.1. The
      capital stock of ERC, consisting solely of common stock is owned of record
      and
      held beneficially by EUROWEB. EUROWEB currently owns 1,000 shares of common
      stock of ERC which represents 100% of the outstanding shares of stock of ERC
      (the “ERC Shares”) and therefore, ERC is a wholly-owned subsidiary of
      EUROWEB.

    


    1.2. The
      capital stock of VERGE, consisting solely of common stock is owned of record
      and
      held beneficially by TIHG. TIHG currently owns 75,000 shares of common stock
      of
      VERGE which represents 100% of the outstanding shares of stock of VERGE (the
      “VERGE Shares”) and TIHG is the sole shareholder of VERGE.

    


    SECTION
      2.  EXCHANGE
      OF ERC SHARES AND VERGE SHARES

    


    The
      Parties hereby acknowledge and agree to perform the following acts at the
      closing of the transactions contemplated herein (the “Closing”):

    


    2.1 ERC
      Shares.
      EUROWEB
      and ERC hereby agree that ERC shall issue new shares of common stock and shall
      transfer to TIHG, on the Closing Date (as hereinafter defined), One Thousand
      Three Hundred and Eight (1,308) shares of common stock, representing a 56.67%
      interest in ERC. EUROWEB shall retain a 43.33% ownership interest in
      ERC.

     

    2.2 Verge
      Shares.
      TIHG
      hereby agrees and shall transfer to ERC, on the Closing Date, Seventy Five
      Thousand (75,000) shares of common stock of VERGE, representing 100% interest
      in
      VERGE.

    


    2.3 Delivery
      Of Share Certificates.
      On the
      Closing Date, ERC will deliver to TIHG the certificate representing the ERC
      Shares, duly endorsed (or with executed stock powers) so as to make TIHG the
      owner thereof. Simultaneously, TIHG will deliver the certificate representing
      the VERGE Shares to ERC.

    


    2.4 Other
      Transfer Documents.
      At the
      Closing, the Parties each shall execute and deliver such sale and transfer
      documents and agreements reasonably requested by the other Party, including
      customary representations and warranties that the ERC Shares and the VERGE
      Shares, respectively, are free and clear of any security interest, liens,
      charges, claims and that, upon such transfer and sale by the Parties, each
      Party
      shall hold good and marketable title to the ERC Shares or VERGE Shares (as
      the
      case may be). 

    


    2.5
       Ownership
      After Transfer.
      The
      Parties acknowledge that after consummation of the transfers described above,
      TIHG shall own 56.67% of ERC and ERC shall own 100% of VERGE. 

     

    
      
         

      

      
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    2.6 Investment
      Intent.
      The
      VERGE Shares have not been registered under the 1933 Act and may not be resold
      unless the VERGE Shares are registered under the 1933 Act or an exemption from
      such registration is available. ERC represents and warrants that it is acquiring
      the VERGE Shares for its own account, for investment, and not with a view to
      the
      sale or distribution of the VERGE Shares. The certificate representing the
      VERGE
      Shares will have a legend thereon incorporating language as
      follows:

    


    "The
      shares of stock represented by this certificate have not been registered under
      the Securities Act of 1933, as amended, and may not be sold or otherwise
      transferred unless compliance with the registration provisions of such Act
      has
      been made or unless availability of an exemption from such registration has
      been
      established, or unless sold pursuant to Rule 144 of the Securities Act of
      1933.

     

    SECTION
      3. REPRESENTATIONS AND WARRANTIES OF EUROWEB AND ERC

    


    EUROWEB
      and ERC, to the best of their knowledge and belief, hereby represent and warrant
      as follows:

    


    3.1 Organization
      and Good Standing; Ownership of ERC Shares.
      ERC is
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada, and is entitled to own or lease its properties and to carry
      on
      its business as and in the places where such properties are now owned, leased
      or
      operated and such business is now conducted. ERC is duly licensed or qualified
      and in good standing as a foreign corporation where the character of the
      properties owned by it or the nature of the business transacted by it make
      such
      licenses or qualifications necessary. ERC does not currently have any
      subsidiaries. Other than as previously disclosed, there are no outstanding
      subscriptions, rights, options, warrants or other agreements obligating ERC
      to
      issue, sell or transfer any stock or other securities of ERC, except
      simultaneously herewith.

    


    3.2 Ownership
      of ERC Shares.
      EUROWEB
      is the owner of record and beneficially owns all of the shares of common stock
      of ERC, all of which ERC Shares are free and clear of all rights, claims, liens
      and encumbrances, and which ERC Shares have not been sold, pledged, assigned
      or
      otherwise transferred, except pursuant to this Agreement.

    


    3.3 Financial
      Statements, Books and Records.
      There
      has been previously delivered to VERGE and TIHG financial statements dated
      September 30, 2006 that fairly represent the financial position of
      ERC.

    


    3.4 No
      Material Adverse Changes.
      Since
      the date of the Balance Sheet there has not been and there will not be before
      the Closing Date:

    


    (i) any
      material adverse change in the assets, operations, condition (financial or
      otherwise) or prospective business of ERC;

    


    
      
         

      

      
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    (ii) any
      damage, destruction or loss materially affecting the assets, prospective
      business, operations or condition (financial or otherwise) of ERC, whether
      or
      not covered by insurance;

    


    (iii) any
      declaration, setting aside or payment of any dividend or distribution with
      respect to any redemption or repurchase of ERC’s capital stock or the ERC
      Shares; 

    


    (iv) any
      sale
      of an asset (other than in the ordinary course of business) or any mortgage
      or
      pledge by ERC of any properties or assets; or

    


    (v) adoption
      of any pension, profit sharing, retirement, stock bonus, stock option or similar
      plan or arrangement.

    


    3.5 Taxes.
      ERC has
      prepared and filed all appropriate federal, state and local tax returns for
      all
      periods prior to and through the date hereof for which any such returns have
      been required to be filed by it and has paid all taxes shown to be due by said
      returns or on any assessments received by it or has made adequate provision
      for
      the payment thereof.

    


    3.6 Compliance
      with Laws.
      ERC has
      complied with all federal, state, county and local laws, ordinances,
      regulations, inspections, orders, judgments, injunctions, awards or decrees
      applicable to it or its business which, if not complied with, would materially
      and adversely affect the business of ERC. 

    


    3.7 No
      Breach.
      The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not:

    


    (i) violate
      any provision of the Articles of Incorporation or By-Laws of ERC; 

    


    (ii) violate,
      conflict with or result in the breach of any of the terms of, result in a
      material modification of, otherwise give any other contracting party the right
      to terminate, or constitute (or with notice or lapse of time or both constitute)
      a default under, any contract or other agreement to which ERC is a party or
      by
      or to which it or any of its assets or properties may be bound or
      subject;

    


    (iii) violate
      any order, judgment, injunction, award or decree of any court, arbitrator or
      governmental or regulatory body against, or binding upon, ERC, or upon the
      properties or business of ERC; or 

    


    (iv) violate
      any statute, law or regulation of any jurisdiction applicable to the
      transactions contemplated herein which could have a material, adverse effect
      on
      the business or operations of ERC.

    


    3.8 Actions
      and Proceedings.
      There
      is no outstanding order, judgment, injunction, award or decree of any court,
      governmental or regulatory body or arbitration tribunal against or involving
      ERC. There is no action, suit or claim or legal, administrative or arbitral
      proceeding or (whether or not the defense thereof or liabilities in respect
      thereof are covered by insurance) pending or threatened against or involving
      ERC
      or any of its properties or assets. There is no fact, event or circumstances
      that may give rise to any suit, action, claim, investigation or
      proceeding.

    


    
      
         

      

      
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    3.9 Brokers
      or Finders.
      No
      broker's or finder's fees will be paid by ERC in connection with the
      transactions contemplated by this Agreement, nor will any such fee be incurred
      as a result of any actions by ERC.

    


    3.10 Real
      Estate.
      ERC
      owns or has interests in real estate as set forth in Schedule 3.10 attached
      hereto. 

     

    3.11 Tangible
      and Intangible Assets.
      ERC has
      full title and interest in all machinery, equipment, furniture, leasehold
      improvements, fixtures, vehicles, structures, patents, licenses owned or leased
      or licensed by ERC, any related capitalized items or other tangible or
      intangible property material to the business of ERC (the "Tangible and
      Intangible Assets"). ERC holds all rights, title and interest in all the
      Tangible and Intangible Assets owned by it on the Balance Sheet or acquired
      by
      it after the date of the Balance Sheet, free and clear of all liens, pledges,
      mortgages, security interests, conditional sales contracts or any other
      encumbrances except as set forth on Schedule 3.11. All of the Tangible and
      Intangible Assets are in good operating condition and repair and are usable
      in
      the ordinary course of business of ERC and conform to all applicable laws,
      ordinances and governmental orders, rules and regulations relating to their
      construction and operation. 

    


    3.12 Liabilities.
      ERC
      does not have any direct or indirect indebtedness, liability, claim, loss,
      damage, deficiency, obligation or responsibility, known or unknown, fixed or
      unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute,
      contingent or otherwise, including, without limitation, any liability on account
      of taxes, any other governmental charge or lawsuit (all of the foregoing
      collectively defined to as "Liabilities"), which were not fully, fairly and
      adequately reflected on the Balance Sheet. As of the Closing Date, ERC will
      not
      have any Liabilities, other than Liabilities fully and adequately reflected
      on
      the Balance Sheet, except for Liabilities incurred in the ordinary course of
      business.

    


    3.13 Operations
      of ERC.
      From
      the date of the Balance Sheet and through the Closing Date hereof ERC has not
      and will not have:

    


    (i) incurred
      any indebtedness for borrowed money, other than as disclosed previously in
      connection with ERC’s real estate properties;

    


    (ii) declared
      or paid any dividend or declared or made any distribution of any kind to any
      shareholder, or made any direct or indirect redemption, retirement, purchase
      or
      other acquisition of any shares of its capital stock;

    


    (iii) made
      any
      loan or advance to any shareholder, officer, director, employee, consultant,
      agent or other representative or made any other loan or advance otherwise than
      in the ordinary course of business; 

    


    
      
         

      

      
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    (iv) except
      in
      the ordinary course of business, incurred or assumed any indebtedness or
      liability (whether or not currently due and payable);

    


    (v)  disposed
      of any assets of ERC except in the ordinary course of business; 

    


    (vi) materially
      increased the annual legal or compensation of any executive employee of ERC;
      

     

    (vii) increased,
      terminated, amended or otherwise modified any plan for the benefit of employees
      of ERC;

    


    (viii) issued
      any equity securities or rights to acquire such equity securities;
      or

    


    (ix) except
      in
      the ordinary course of business, entered into or modified any contract,
      agreement or transaction.

    


    3.14 Capitalization.
      Neither
      ERC or EUROWEB has granted, issued or agreed to grant, issue or make available
      any warrants, options, subscription rights or any other commitments of any
      character relating to the issued or unissued shares of common stock of
      ERC.

    


    3.15 Full
      Disclosure.
      No
      representation or warranty by ERC or EUROWEB in this Agreement or in any
      document or schedule to be delivered by them pursuant hereto, and no written
      statement, certificate or instrument furnished or to be furnished to VERGE
      and
      TIHG pursuant hereto or in connection with the negotiation, execution or
      performance of this Agreement, contains or will contain any untrue statement
      of
      a material fact or omits or will omit to state any fact necessary to make any
      statement herein or therein not materially misleading or necessary to a complete
      and correct presentation of all material aspects of the businesses of ERC.
      The
      foregoing notwithstanding, all of the aforementioned representations and
      warranties are qualified to extent that any of the companies or businesses
      acquired or to be acquired pursuant to ERC or EUROWEB’s acquisition program may
      include events, conditions or circumstances involving matters contemplated
      by
      such representations and warranties, the disclosure of which will not be made
      pursuant to this Agreement. 

    


    SECTION
      4. REPRESENTATIONS AND WARRANTIES OF VERGE AND ITS SOLE SHAREHOLDER
      TIHG

    


    VERGE
      and
      TIHG hereby represent and warrant to ERC and EUROWEB as follows:

    


    4.1 Organization
      and Good Standing.
      VERGE
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada and is entitled to own or lease its properties
      and
      to carry on its business as and in the places where such properties are now
      owned, leased, or operated and such business is now conducted. The authorized
      capital stock of VERGE consists of 75,000 shares of common stock, all of which
      are issued and outstanding to TIHG. VERGE is duly licensed or qualified and
      in
      good standing as a foreign corporation where the character of the properties
      owned by VERGE or the nature of the business transacted by it make such license
      or qualification necessary. VERGE does not have any subsidiaries.

    


    
      
         

      

      
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    4.2 The
      VERGE Shares.
      The
      VERGE Shares to be transferred to ERC have been or will have been duly
      authorized by all necessary corporate and shareholder actions and, when so
      issued in accordance with the terms of this Agreement, will be validly issued,
      fully paid and non-assessable.

    


    4.3 Financial
      Statements; Books and Records.
      The
      audited and unaudited financial statements of VERGE as of September 30, 2006
      were, to the best of VERGE and TIHG’s belief, along with statements of
      operations for the years then ended previously delivered, prepared in accordance
      with generally accepted accounting principles applied on a consistent basis
      with
      prior periods, and such financial statements fairly represent the financial
      position of VERGE as at such dates and the results of its operations for the
      years then ended. 

    


    4.4 No
      Material Adverse Changes.
      Since
      the date of the Balance Sheet (September 30, 2006), there has not been and
      there will not be before the date of Closing:

    


    (i) any
      material adverse change in the assets, operations, condition (financial or
      otherwise) or prospective business of VERGE;

    


    (ii) any
      damage, destruction or loss materially affecting the assets, prospective
      business, operations or condition (financial or otherwise) of VERGE, whether
      or
      not covered by insurance;

    


    (iii) any
      declaration, setting aside or payment of any dividend or distribution with
      respect to any redemption or repurchase of VERGE 's capital stock; 

    


    (iv) any
      sale
      of an asset (other than in the ordinary course of business) or any mortgage
      or
      pledge by VERGE of any properties or assets; or

    


    (v) adoption
      of any pension, profit sharing, retirement, stock bonus, stock option or similar
      plan or arrangement.

    


    4.5 Compliance
      with Laws.
      VERGE
      has complied with all federal, state, county and local laws, ordinances,
      regulations, inspections, orders, judgments, injunctions, awards or decrees
      applicable to their businesses which, if not complied with, would materially
      and
      adversely affect the business of VERGE.

    


    4.6 No
      Breach.
      The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not: 

    


    (i) violate
      any provision of the Articles of Incorporation or By-Laws of VERGE;

    


    
      
         

      

      
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    (ii) violate,
      conflict with or result in the breach of any of the terms of, result in a
      material modification of, otherwise give any other contracting party the right
      to terminate, or constitute (or with notice or lapse of time or both constitute)
      a default under, any contract or other agreement to which VERGE is a party
      or by
      or to which it or any of its assets or properties may be bound or subject,
      other
      than as previously disclosed in connection with the real estate holdings of
      VERGE;

    


    (iii) violate
      any order, judgment, injunction, award or decree of any court, arbitrator or
      governmental or regulatory body against, or binding upon, VERGE or upon the
      securities, properties or business of VERGE; or 

    


    (iv) violate
      any statute, law or regulation of any jurisdiction applicable to the
      transactions contemplated herein.

    


    4.7 Actions
      and Proceedings.
      There
      is no outstanding order, judgment, injunction, award or decree of any court,
      governmental or regulatory body or arbitration tribunal against or involving
      VERGE. There is no action, suit or claim or legal, administrative or arbitral
      proceeding or (whether or not the defense thereof or liabilities in respect
      thereof are covered by insurance) pending or threatened against or involving
      VERGE or any of its properties or assets. 

    


    4.8 Brokers
      or Finders.
      No
      broker's or finder's fees will be payable by VERGE in connection with the
      transactions contemplated by this Agreement, nor will any such fee be incurred
      as a result of any actions by VERGE .

    


    4.9 Liabilities.
      VERGE
      does not have any direct or indirect indebtedness, liability, claim, loss,
      damage, deficiency, obligation or responsibility, known or unknown, fixed or
      unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute,
      contingent or otherwise, including, without limitation, any liability on account
      of taxes, mining claims, environmental claims any other governmental charge
      or
      lawsuit (all of the foregoing collectively defined to as "Liabilities"), which
      were not fully, fairly and adequately reflected on the financial statements.
      As
      of the Closing Date, VERGE will not have any Liabilities, other than Liabilities
      fully and adequately reflected on its Balance Sheet and previously disclosed,
      except for Liabilities incurred in the ordinary course of business.

     

    4.10 Operations
      of VERGE .
      From
      the date of the Balance Sheet and through the Closing Date hereof VERGE has
      not
      and will not have:

    


    (i) incurred
      any indebtedness for borrowed money;

    


    (ii) declared
      or paid any dividend or declared or made any distribution of any kind to any
      shareholder, or made any direct or indirect redemption, retirement, purchase
      or
      other acquisition of any shares of its capital stock;

    


    (iii) made
      any
      loan or advance to any shareholder, officer, director, employee, consultant,
      agent or other representative or made any other loan or advance otherwise than
      in the ordinary course of business; 

    


    
      
         

      

      
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    (iv) except
      in
      the ordinary course of business, incurred or assumed any indebtedness or
      liability (whether or not currently due and payable);

    


    (v) disposed
      of any assets of VERGE except mining claims and related assets in the ordinary
      course of business;

    


    (vi) incurred
      any compensation for any executive employee of VERGE;

    


    (vii) adopted,
      increased, terminated amended or otherwise modified any plan for the benefit
      of
      employees of VERGE;

    


    (viii) issued
      any equity securities or rights to acquire such equity securities except as
      described herein; or

    


    (xiv)
      except in the ordinary course of business, entered into or modified any
      contract, agreement or transaction.

    


    4.11 Authority
      to Execute and Perform Agreements.
      VERGE
      has the full legal right and power and all authority and approval required
      to
      enter into, execute and deliver this Agreement and to perform fully its
      obligations hereunder. This Agreement has been duly executed and delivered
      and
      is the valid and binding obligation of VERGE enforceable in accordance with
      its
      terms, except as may be limited by bankruptcy, moratorium, insolvency or other
      similar laws generally affecting the enforcement of creditors' rights. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby and the performance by VERGE of this Agreement,
      in accordance with its respective terms and conditions will not: 

    


    (i) require
      the approval or consent of any governmental or regulatory body, or the approval
      or consent of any other person; 

    


    (ii) conflict
      with or result in any breach or violation of any of the terms and conditions
      of,
      or constitute (or with any notice or lapse of time or both would constitute)
      a
      default under, any order, judgment or decree applicable to VERGE or any
      instrument, contract or other agreement to which VERGE is a party or by or
      to
      which VERGE is bound or subject; or 

    


    (iii) result
      in
      the creation of any lien or other encumbrance on the assets or properties of
      VERGE. 

    


    4.12 Full
      Disclosure.
      No
      representation or warranty by VERGE or TIHG in this Agreement or in any document
      or schedule to be delivered by it pursuant hereto, and no written statement,
      certificate or instrument furnished or to be furnished to ERC or EUROWEB
      pursuant hereto or in connection with the execution or performance of this
      Agreement, contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state any fact necessary to make any statement herein
      or
      therein not materially misleading or necessary to a complete and correct
      presentation of all material aspects of the business of VERGE. The foregoing
      notwithstanding, all of the aforementioned representations and warranties are
      qualified to extent that any of the companies or businesses acquired or to
      be
      acquired pursuant to VERGE’s acquisition program may include events, conditions
      or circumstances involving matters contemplated by such representations and
      warranties, the disclosure of which will not be made pursuant to this Agreement.
      

    


    
      
         

      

      
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    4.13 Real
      Estate.
      VERGE
      owns or has interests in real estate as set forth in Schedule 4.13 attached
      hereto.

    


    SECTION
      5. COVENANTS

    


    5.1 Corporate
      Examinations and Investigations.
      Prior
      to the Closing Date, the Parties acknowledge that they have been entitled,
      through their employees and representatives, to make such investigation of
      the
      assets, properties, business and operations, books, records and financial
      condition of the other as they each may reasonably require. No investigation
      by
      a Party hereto shall, however, diminish or waive in any way any of the
      representations, warranties, covenants or agreements of the other party under
      this Agreement.

    


    5.2 Expenses.
      Each
      party hereto agrees to pay its own costs and expenses incurred in negotiating
      this Agreement and consummating the transactions described herein.

    


    5.3 Further
      Assurances.
      The
      Parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby. Each such Party shall use
      its
      best efforts to fulfill or obtain the fulfillment of the conditions to the
      Closing, including, without limitation, the execution and delivery of any
      documents or other papers, the execution and delivery of which are necessary
      or
      appropriate to the Closing.

    


    5.4 Confidentiality.
      In the
      event the transactions contemplated by this Agreement are not consummated,
      each
      of the Parties hereto agree to keep confidential any information disclosed
      to
      each other in connection therewith for a period of two (2) years from the date
      hereof; provided, however, such obligation shall not apply to information which:
      

    


    (i) at
      the
      time of disclosure was public knowledge; 

    


    (ii) after
      the
      time of disclosure becomes public knowledge (except due to the action of the
      receiving Party); or

    


    (iii) the
      receiving Party had within its possession at the time of
      disclosure.

    


    5.5 Stock
      Certificates.
      At the
      Closing, TIHG shall have delivered the certificates representing the VERGE
      Shares duly endorsed (or with executed stock powers) so as to make ERC the
      sole
      owner thereof. At such Closing, ERC shall issue to TIHG the ERC Shares as
      applicable.

    


    
      
         

      

      
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    5.6 Investment
      Intent.
      TIHG
      understands that the ERC Shares being issued have not been registered or
      approved for sale by the SEC or any state securities authority. 

    


    5.7.Board
      of Directors of VERGE.
      At and
      as of the Closing, a new Board of Directors and new Officers shall be elected
      for VERGE. 

     

    5.8 Board
      of Directors of ERC.
      At and
      as of the Closing, a new Board of Directors and new Officers shall be elected
      for ERC. 

    


    5.9 Shareholders’
      Agreement for ERC and VERGE.
      Immediately following the Closing, the Parties, as Shareholders of ERC and
      in
      connection with VERGE becoming a wholly-owned subsidiary of ERC, shall enter
      into a Shareholders’ Agreement (in the form attached hereto) setting forth the
      rights and obligations of the Shareholders and management of ERC and VERGE,
      including, but not limited to, a new Board of Directors, tag along and drag
      along rights, Rights of First Refusal, Restrictions on Transfer and
      Supermajority voting rights on key issues. 

    


    5.10 Reporting
      Requirements.
      The
      Parties hereto, and specifically VERGE and TIHG, acknowledge that due to EUROWEB
      being subject to the 1934 Act that there are definite reporting requirements
      and
      that the Parties agree that they shall continue to comply with all financial
      reporting requirements, including but not limited to monthly and quarterly
      reports and any acceptance of an auditor appointment selected by EUROWEB in
      the
      event that there is a consolidation reporting on an equity level.

    


    5.11 Consummation
      of Transactions.
      As of
      and through the Closing, the Parties shall not have caused or permitted to
      occur
      or be made any event or condition of any character which would prevent
      consummation of the transactions contemplated by this Agreement or cause any
      of
      the transactions contemplated by this Agreement to be rescinded following
      consummation.

    


    SECTION
      6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF EUROWEB, ERC, VERGE AND TIHG
      

    


    Notwithstanding
      any right of a Party fully to investigate the affairs of another Party , the
      former shall have the right to rely fully upon the representations, warranties,
      covenants and agreements of a Party contained in this Agreement or in any
      document delivered by such Party or any of its representatives, in connection
      with the transactions contemplated by this Agreement. All such representations,
      warranties, covenants and agreements shall survive the execution and delivery
      hereof and the Closing Date hereunder for twelve (12) months following the
      Closing.

    


    
      
         

      

      
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    SECTION
      7. INDEMNIFICATION

    


    7.1 Obligation
      of EUROWEB and ERC to Indemnify.
      Subject
      to the limitations on the survival of representations and warranties contained
      in Section 6, EUROWEB and ERC hereby agree to indemnify, defend and hold
      harmless VERGE and TIHG from and against any losses, liabilities, damages,
      deficiencies, costs or expenses (including interest, penalties and reasonable
      attorneys' fees and disbursements) (a "Loss") based upon, arising out of or
      otherwise due to any inaccuracy in or any breach of any representation,
      warranty, covenant or agreement of EUROWEB or ERC contained in this Agreement
      or
      in any document or other writing delivered pursuant to this
      Agreement.

    


    7.2 Obligation
      of VERGE and TIHG to Indemnify.
      Subject
      to the limitations on the survival of representations and warranties contained
      in Section 6, VERGE and TIHG agree to indemnify, defend and hold harmless
      EUROWEB and ERC from and against any Loss, based upon, arising out of or
      otherwise due to any inaccuracy in or any breach of any representation,
      warranty, covenant or agreement made by any of them and contained in this
      Agreement or in any document or other writing delivered pursuant to this
      Agreement.

    


    SECTION
      8. CLOSING

    


    8.1 Closing.
      The
      Closing shall take place simultaneously with the execution of this Agreement
      or
      at such other later time or place as may be agreed upon by the Parties hereto.
      At the Closing, the Parties shall provide each other with such documents as
      may
      be necessary or appropriate in order to consummate the transactions contemplated
      hereby including evidence of due authorization of the Agreement and the
      transactions contemplated hereby.

    


    8.2 Ancillary
      Documents.
      At the
      Closing, or as soon thereafter as practicable, the Parties shall deliver fully
      executed documents as follows:

    


    8.2.1 Any
      amendments to the Articles of Incorporation or Bylaws increasing the number
      of
      directors on the Board of Directors of ERC and VERGE.

    


    8.2.2 Any
      other
      document, notice, filing or agreement as reasonably requested by a Party or
      necessary to effect the intent of this Agreement.

    


    8.3 Tax
      Matters.
      Each
      Party acknowledges and agrees that it has relied solely on counsel and
      accountants of its own selection for advice concerning the tax implications,
      if
      any, of stock being transferred, debts being assumed, satisfied or contributed,
      and other transfers hereunder. The Parties agree that it is expressly understood
      and agreed that as between the Parties, any and all obligations for reporting
      and paying any tax assessments, penalties or interest shall be the sole and
      exclusive responsibility of the Party receiving the benefit and each Party
      shall
      indemnify the other Party for any liability of the first Party incurred or
      as a
      result of failure to pay such tax assessments, penalties or interest; provided,
      however, each Party shall file its tax return and report the transactions
      contemplated herein in a manner consistent with the terms of this
      Agreement.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    SECTION
      9. GENERAL TERMS

    


    9.1 Waiver.
      The
      waiver of a breach of this Agreement or the failure of any party hereto to
      exercise any right under this Agreement shall in no event constitute waiver
      as
      to any future breach whether similar or dissimilar in nature or as to the
      exercise of any further right under this Agreement.

    


    9.2 Amendment.
      This
      Agreement may be amended or modified only by an instrument of equal formality
      signed by the parties or the duly authorized representatives of the respective
      parties.

    


    9.3 Assignment.
      This
      Agreement is not assignable except by operation of law.

    


    9.4 Notices.
      The
      mailing addresses of both parties of this Agreement shall be as from time to
      time designated in writing.

    


    9.5 Publicity.
      No
      publicity release or announcement concerning this Agreement or the transactions
      contemplated hereby shall be issued by either party hereto at any time from
      the
      signing hereof without advance approval in writing of the form and substance
      thereof by the other party.

    


    9.6 Entire
      Agreement.
      This
      Agreement (including the Exhibits and Schedules hereto) and the collateral
      agreements executed in connection with the consummation of the transactions
      contemplated herein contain the entire agreement among the parties with respect
      to the purchase and issuance of the ERC Shares and the VERGE Shares and related
      transactions, and supersede all prior agreements, written or oral, with respect
      thereto. No amendment of this Agreement shall be enforceable unless signed
      by
      the party to be charged with performance thereto.

    


    9.7 Headings.
      the
      headings in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

    


    9.8 Severability
      of Provisions.
      The
      invalidity or unenforceability of any term, phrase, clause, paragraph,
      restriction, covenant, agreement or other provision of this Agreement shall
      in
      no way affect the validity or enforcement of any other provision or any part
      thereof.

    


    9.9 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed, shall constitute an original copy hereof, but all of which together
      shall consider but one and the same document.

    


    9.10 Professional
      Advice. Each
      Party hereto has been provided with adequate opportunity to consult with legal,
      tax and accounting professionals of their own independent selection regarding
      the legal, tax and accounting implications of entering into this Agreement
      and
      hereby warrants, covenants and agrees that he/she/it has not relied on any
      oral
      or written communication or advice by another party or any agent, accountant
      or
      attorney of another party except as otherwise specifically set forth herein
      with
      respect to the accuracy of financial statements. 

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    9.11 Expenses.
      Each of
      the parties hereto shall pay its own expenses in connection with this Agreement
      and the transactions contemplated hereby, including without limitation the
      fees
      and expenses of legal counsel and certified public accountants. 

    


    9.12 Brokers.
      the
      parties hereto warrant, covenant and agree that there has been no act or
      omission by any party hereto that would give rise to any valid claim against
      any
      of the parties hereto for a brokerage commission, finder's fee, or other like
      payment in connection with the transactions contemplated hereby. 

    


    9.13 Successors
      and Assigns.
      All
      rights and obligations created by this Agreement shall be binding upon and
      inure
      to the benefit of the parties hereto, their successors and assigns. Whenever
      used, the singular number shall include the plural, the plural the singular,
      and
      the use of any gender shall include all genders. 

    


    9.14 Choice
      of Law, Binding Arbitration and Attorney’s Fees. 

    


    Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, including any purchase or exchange of capital stock, shall be resolved
      under California law without regard to conflicts of laws except insofar as
      securities issues are concerned which shall be resolved by reference to the
      federal securities laws through binding arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association and
      judgment upon the award rendered by the arbitrator(s) may be entered in any
      court having jurisdiction thereof. Should any arbitration or lawsuit be filed
      pursuant to or as a consequence of this Agreement, including an action for
      declaratory relief, the prevailing party shall be entitled to the recovery
      of
      reasonable attorney's fees in addition to costs. Venue for any controversy
      or
      claim, regardless of whether filed in arbitration or court, shall be in the
      City
      of Los Angeles, California. the parties hereto may wish to seek the advice
      of
      legal counsel of their own choosing regarding the importance of this paragraph.
      Execution of this document will result in a waiver of the right to a jury trial
      and other procedures inherent in civil litigation in the event of a dispute
      concerning this Agreement.

    


    9.15 Exclusive
      Remedy.
      By
      executing this Agreement, the Parties hereby agree that the rights and remedies
      provided in this Agreement shall be the sole and exclusive rights and remedies
      surviving as between and among the Parties hereto relating to the facts and
      circumstances encompassed by this Agreement.

    


    9.16 Construction
      of Agreement.
      Each
      Party hereto has cooperated in the drafting and preparation of this Agreement,
      and, therefore, any construction of the intent of the Parties hereto or language
      hereof to be made shall not be construed against any of the Parties
      hereto.

    


    9.17 Authority;
      Valid and Binding Agreement of Parties.
      Each
      Party executing this Agreement hereby represents and warrants that it has full
      power and authority to enter into this Agreement, is free to enter into this
      Agreement and is not subject to any obligations or disabilities which will
      or
      might prevent or interfere with keeping and performing all of the agreements,
      covenants and conditions to be kept or performed hereunder. This Agreement
      is a
      legal, valid and binding obligation of each Party. No third party consents
      or
      approvals are required, other than those stated herein.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    9.18 Binding
      Effect of Agreement.
      The
      Parties hereby agree that the terms contained in this Agreement shall be binding
      upon and inure to the benefit of each of the Parties hereto, including any
      and
      all of their past or present agents, associates, partners, officers, directors,
      shareholders, trustees, beneficiaries and employees, including attorneys and
      experts, and actual, implied or ostensible agents, and any and all of their
      heirs, executors, successors and assignees. The obligations and duties of each
      Party hereunder are personal and not assignable and any attempt of assignment
      or
      transfer of a Party’s duties or obligation, unless otherwise anticipated and
      provided for in this Agreement.

    


    9.19 Governing
      Law; Enforceability.
      This
      Agreement has been executed and delivered within the State of California, and
      the rights and obligations of the Parties hereunder shall be governed by,
      construed and enforced in accordance with the laws of the State of California
      without regard to the conflicts of law doctrine. Each
      Party irrevocably consents to the exclusive jurisdiction and venue of any
      federal or state court within Los Angeles County, California, in connection
      with
      any matter based upon or arising out of this Agreement or the matters
      contemplated in this Agreement, agrees that process may be served upon them
      in
      any manner authorized by the laws of the State of California for such persons,
      and waives and covenants not to assert or plead any objection that they might
      otherwise have to such jurisdiction, venue and such process. 

    


    9.20 Attorneys’
      Fees.
      In the
      event any action or suit is brought by a Party hereto against another Party
      hereunder by reason of any breach of any of the covenants, conditions,
      agreements or provisions on the part of another Party arising out of this
      Agreement, the prevailing Party shall be entitled to recover from the other
      Party all costs and expenses of the action or suit, including reasonable
      attorneys’ fees.

     

    


    SIGNATURE
      PAGE TO FOLLOW

    
      
         

      

      
        16

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement on the date first above
      written.

    


    


    


    EUROWEB
      INTERNATIONAL CORP., 

    a
      Delaware Corporation

     

    By:
      /s/Yossi Attia

    Name:
      Yossi Attia

    Its:
      Chief Executive Officer

    


    


    EMVELCO
      RE CORP., a Nevada Corporation

     

    By:
      /s/Yossi Attia

    Name:
      Yossi Attia

    Its:
      President

    


    


    VERGE
      LIVING CORPORATION, 

    a
      Nevada Corporation

     

    By:
      /s/Darren D. Dunckel

    Name:
      Darren D. Dunckel

    Its:
      Chief Executive Officer

    


    


    THE
      INTERNATIONAL HOLDINGS GROUP LTD., 

    a
      Marshall Islands Corporation

     

    By:
      /s/Darren Dunckel

    Name:
      Darren Dunckel

    Its:
      Authorized Representative

    


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    SCHEDULE
      3.10

    


    ERC
      REAL
      ESTATE

    


    


    


    Huntley
      (51%)

    Lorraine
      (100%)

    Stanley
      (66.67%)

    Harper
      (100%)

    Laurel
      (100%)

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      4.13

    


    VERGE
      REAL ESTATE

    


    


    296
      Condominium Complex + Retail - Las Vegas, Nevada