EX-4.4 Form of Subscription



 



EXHIBIT 4.4



THE SHARES REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN.



September 15, 2003




Article I. SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT



eResource Capital Group, Inc.

6836 Morrison Boulevard

Suite 200

Charlotte, North Carolina 28211


1. SUBSCRIPTION



      The
undersigned (hereinafter referred to as “Subscriber”) hereby
subscribes for and agrees to purchase
       
(   ) restricted shares of the $0.04 par value Common Stock (the
“Shares”) of eResource Capital Group, Inc., a Delaware corporation (“Company”),
and agrees to pay therefor the purchase price of One Dollar and Twelve Cents
($1.12) per share, or an aggregate purchase price of
        
Dollars ($       ), in cash or readily available funds. This
Subscription is part of an offering of up to $1,200,000. There is no minimum
amount and all funds will be immediately deposited into the treasury of
Company. Upon receipt of the purchase price, acceptance of this Subscription
and approval of the American Stock Exchange (“AMEX”), Company shall issue a
stock certificate representing the Shares registered in Subscriber’s name and
deliver same to Subscriber.


2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES



Subscriber hereby makes the following representations and warranties to Company
and Subscriber understands that Company is materially relying upon such
representations and warranties:



	(a)
	 	Investment Purposes. The Shares are being acquired for Subscriber’s own
account, for investment, and not with the view to, or for, division or
resale in connection with any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”), or the securities or
blue-sky laws of any state.




 







 


	(b)
	 	Restricted Stock. Subscriber understands that the Shares are being
issued pursuant to an exemption from registration under the Securities Act
and without registration under any state securities or blue-sky acts or
laws. Subscriber understands that neither the Shares, nor any portion
thereof, may, and agrees that neither the Shares, nor any portion thereof,
will, be sold, transferred, pledged, or otherwise disposed of in the
absence of an effective registration statement covering the Shares under
the Securities Act and applicable state securities laws, or unless, in the
opinion of counsel satisfactory to Company prepared at the expense of
Subscriber or its proposed transferee, exemptions from such registration
and state securities laws are available. Furthermore, Subscriber is aware
of the restrictions which may be imposed by Company or the federal or
state securities laws on the distribution of the securities, including,
but not limited to, restrictive legends on the stock certificates,
required holding periods, and stop transfer orders.




	 
	 	Subscriber understands that these substantial restrictions on
transferability mean that Subscriber must bear the economic risk of this
investment for an indefinite period of time. In the event Subscriber
requests an opinion from counsel concerning the transferability of the
Shares, or any portion thereof, Subscriber shall pay all costs,
including, without limitation, reasonable attorneys’ fees, related to
such opinion.




	(c)
	 	Restrictive Legend. Since Subscriber is not acquiring the Shares with
any view to subsequent distribution, Subscriber understands that (i) stop
transfer instructions will be given to Company’s transfer agent or the
officer in charge of Company’s stock records and noted on the appropriate
records of Company to the effect that neither the Shares, nor any portion
thereof, may be transferred out of Subscriber’s name unless approval is
first obtained from Company; and (ii) the stock certificates, which will
be issued, shall bear the following or a substantially similar legend
restricting the transfer:




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY STATE SECURITIES LAWS, BUT HAVE BEEN ISSUED IN
RELIANCE UPON EXEMPTIONS THEREFROM. NO TRANSFER OF THESE
SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED.


	(d)
	 	Piggyback Registration Rights. If Company shall determine to register any
of its securities under the Securities Act on any registration form
prescribed by the Securities and Exchange Commission (the “SEC”) either
for its own account or the account of a security holder or holders
exercising their respective demand registration rights, other than a
registration on Form S-4 or S-8, a registration relating solely to a Rule
145 transaction, or a registration on any registration form that does not
permit secondary sales, Company will:




	 	(i)
	 	promptly give to Subscriber written notice of the proposed
registration, including notice deadlines; and




	 	(ii)
	 	use its commercially reasonable efforts to include in such
registration (and any related filing or qualification under
applicable blue sky laws) all the Shares granted under this
Subscription (“Unregistered Securities”) which are specified in a
written request or requests made by Subscriber and received by
Company within seven (7) days after the written notice from Company
described in clause (i) above is mailed or delivered by Company;
provided, that in the event such registration is an underwritten
offering on behalf of Company and the managing underwriter(s) advise
Company that, in their opinion, the number of securities requested
to be included in such registration exceeds the number which can be
reasonably sold in such offering, or if certain marketing factors
require limitation of the number of shares to be registered, then
the number of Subscriber’s Shares which have been requested to be
included in such registration may be reduced





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	 	 	 	or excluded to the extent necessary. Subscriber’s written request
may specify all or a part of Subscriber’s Unregistered Securities
but no less than 25% of Subscriber’s Unregistered Securities.




	 
	 	Provided, however, Subscriber shall only be entitled to such piggyback
registration rights on two (2) occasions and the piggyback registration
rights granted herein shall terminate at such time all of Subscriber’s
Shares have been sold pursuant to an effective registration statement
under the Securities Act or when all of Subscriber’s Unregistered
Securities may be sold without volume restrictions pursuant to Rule 144
as determined by counsel to Company pursuant to a written opinion letter
to such effect, addressed and acceptable to Company’s transfer agent.




	(e)
	 	Access to Information. The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files reports and other information (the “Company’s
SEC Filings”) with the SEC. Subscriber acknowledges and agrees that it
has been provided with copies of or has access to such filings and has
reviewed such filings as Subscriber has deemed necessary or desirable
including Company’s Annual Report on Form 10-KSB for the period ended June
30, 2002, Company’s Quarterly Reports on Form 10-QSB for the periods ended
September 30, 2002, December 31, 2002 and March 31, 2003, Company’s Proxy
Statement on Form 14A filed May 17, 2002, Company’s Form S-3 Registration
Statement filed on February 25, 2002, and Company’s Current Report on Form
8-K filed September 20, 2002. Subscriber and its representatives have
been afforded full and free access to books, records, contracts,
documents, and other information concerning Company and the contemplated
transaction and further have been afforded an opportunity to ask such
questions of the officers, employees, agents, accountants and
representatives of Company concerning the business, operations, financial
condition, assets, liabilities, prospects and other relevant matters as
Subscriber and its representatives have deemed necessary or desirable, and
Subscriber hereby confirms that it or its agents have been given all such
information as has been requested in order to evaluate the merits and
risks of the prospective investment contemplated hereby and that it does
not desire any additional information. Without limiting the foregoing,
Subscriber specifically acknowledges that Subscriber has had the
opportunity to review Company’s SEC Filings. Subscriber acknowledges that
certain of the information provided to Subscriber and information relating
to Company is confidential and proprietary and is being provided to
Subscriber solely for Subscriber’s confidential use with the express
understanding that Subscriber will not disclose such information to any
person or use such information other than for the purpose of evaluating
Subscriber’s purchase of the Shares.




	(f)
	 	Risk Factors. Subscriber understands and acknowledges that an
investment in the Shares is highly speculative and includes a high
degree of risk, including, but not limited to, those risks
specifically set forth in Company’s Quarterly Report or Form 10-QSB
for the period ending March 31, 2003 and Company’s Form S-3
Registration Statement filed on February 25, 2002, each of which,
by its signature below, Subscriber acknowledges it has reviewed.
Subscriber specifically acknowledges that (i) the price of Company
Common Stock has been volatile and future sales of Shares by
Company could increase such volatility, (ii) the exercise of
outstanding options and warrants could substantially dilute
existing stockholders and could have a negative effect on Company’s
stock price, (iii) the future sales of restricted securities could
have a negative effect on Company’s stock price, (iv) Company’s
Common Stock is presently listed and trading on AMEX. The Company
believes that it meets the standards for continued listing but such
a determination is subjective and no assurance can be given that
AMEX will agree or that Company will be trading on AMEX at the time
any Subscriber is able to sell the shares under applicable
securities laws, (v) Company and its subsidiaries have been
incurring operating losses and may not achieve or sustain
profitability, (vi) Company may be unable to successfully execute
its acquisition strategy, (vii) Company’s acquisition strategy has
and will continue to dilute current stockholders’ ownership, (viii)
Company depends on certain important employees, and the loss of any
of those employees may harm its business, (ix) a large portion of
debt matured in August, 2003 and Company did not have sufficient
cash to repay such debt, accordingly, Company is currently
negotiating with debt holders to extend or convert such
indebtedness and may be unsuccessful in extending a substantial
portion of the debt; alternatively, the conversion of debt by
existing debt holders of Company and its subsidiaries could
substantially dilute existing stockholders and have a negative
effect on the stock price, (x) If Company is unable to raise





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	 	funds through a private placement or obtain other financing,
Company may not be able to continue its operations, (xi) Lifestyle
Innovations, Inc. (“LFSI”) lacks an active market for its common
stock and the price of LFSI Common Stock has been volatile, (xii)
LFSI and its subsidiaries’ limited operating histories makes it
difficult to evaluate future prospects and accordingly, future
results are uncertain, (xiii) LFSI and its subsidiaries have been
incurring operating losses and may not achieve or sustain
profitability, (xiv) if LFSI is unable to raise funds through a
private placement or obtain other financing, LFSI and its
subsidiaries may not be able to continue its operations, (xv) if
Company’s aviation travel services business does not produce
revenue as forecasted, then Company will need to raise additional
capital sooner than expected, and (xvi) aviation services
contracts of Company’s aviation travel services business may
result in losses.




	(g)
	 	Independent Action. Subscriber and its representatives have been solely
responsible for Subscriber’s own “due diligence” investigation of this
investment, for Subscriber’s own analysis of the merits and risks of this
investment and for its own analysis of the fairness and desirability of
the terms of the investment. In taking any action or performing any role
relative to the arranging of the proposed investment, Subscriber has acted
solely in its own interest and neither Subscriber nor any of Subscriber’s
agents or employees has acted as an agent of Company.




	(h)
	 	Tax Effects. Subscriber acknowledges that Subscriber has relied solely
upon Subscriber’s own tax advisors with respect to all tax matters related
to this investment.




	(i)
	 	Subscriber. Subscriber represents and warrants that (i) Subscriber is an
“accredited investor” (as noted in Appendix A hereto), (ii) Subscriber has
such knowledge and experience in business and financial matters to enable
Subscriber to utilize the information given to Subscriber in connection
with this investment in order for Subscriber to evaluate the merits and
risks of the investment and to make an informed investment decision, (iii)
Subscriber has no need for liquidity in this investment, (iv) Subscriber
is aware of and able to bear the risks of the investment for an indefinite
period of time, (v) currently, and based on existing conditions,
Subscriber is able to afford a complete loss of such investment, and (vi)
this investment is not disproportionate to Subscriber’s net worth.




	(j)
	 	Shares; Reliance, etc. Subscriber acknowledges, represents and agrees
and is aware that:




	 	(1)
	 	no federal or state agency has passed upon the Shares or made
any finding or determination as to the fairness of an investment in
the Shares;




	 	(2)
	 	there are significant risks of loss of investment incidental
to the purchase of the Shares including, but not limited to, those
risks specifically set forth in Company’s Quarterly Report on Form
10-QSB for the period ending March 31, 2003 on file with the SEC and
Company’s Form S-3 Registration Statement filed with the SEC on
February 25, 2002, and those risks set forth herein;




	 	(3)
	 	there are substantial restrictions on the transferability of
the Shares and all portions thereof;




	 	(4)
	 	the representations, warranties, agreements, undertakings and
acknowledgements made by Subscriber in this Subscription are made
with the intent that they be relied upon by Company in determining
the suitability of Subscriber as a purchaser of the Shares, and
Subscriber undertakes to immediately notify Company of any change in
any representation, warranty or other information relating to
Subscriber set forth herein;





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	 	(5)
	 	neither the financial performance of Company nor the value of
the Shares has been represented, guaranteed or warranted to
Subscriber by Company, its directors, officers, agents or employees
or any other person either expressly or by implication; and




	 	(6)
	 	Subscriber has not received with respect to this investment
any general or public solicitation or advertising.




	(k)
	 	Financial Position; Business Experience. Any information which
Subscriber has heretofore furnished to Company with respect to its
financial position and business experience is correct and complete as of
the date of this Subscription and if there should be any material change
in such information prior to the issuance of any portion of the Shares to
Subscriber, Subscriber will immediately furnish such revised or corrected
information to Company.




3. SUBSCRIPTION NOT REVOCABLE



Subscriber hereby acknowledges and agrees that Subscriber is not entitled to
cancel, terminate or revoke this Subscription or any agreements of Subscriber
hereunder and that this Subscription shall survive the dissolution, death or
disability of Subscriber.


4. INDEMNIFICATION OF THE COMPANY



Subscriber understands the meaning of legal consequences of the representations
and warranties contained herein and hereby agrees to indemnify Company, its
directors, officers, agents and employees from and against any and all loss,
claim, damage or liability due to or arising out of a breach of any
representation or warranty of Subscriber contained in this Subscription.


5. ARBITRATION



	(a)
	 	Arbitration of Disputes. Any dispute, claim or controversy arising out
of or relating to this Subscription, or the breach, termination or
invalidity hereof (referred to herein as a “Dispute”), shall be finally
settled exclusively by arbitration, which shall be administered by the
American Arbitration Association in accordance with its Commercial
Arbitration Rules. The interpretation and enforcement of this Section 5
shall be governed by the United States Arbitration Act, 9 U.S.C. Sections
1 et seq. All arbitrations shall take place in Charlotte, North Carolina.




	(b)
	 	Procedure. As soon as a demand for arbitration shall be made, the
parties to the Dispute shall promptly seek in good faith to agree on the
selection of a single arbitrator. If a single arbitrator is selected by
agreement and agrees to serve, the remaining provisions of this Section 5
shall apply to the proceeding, except that references herein to the
“Arbitration Panel” shall mean the single arbitrator. If no single
arbitrator has been selected and agreed to serve as provided above within
fifteen (15) business days after the demand for arbitration is received by
the respondent(s), the parties will select a panel of three (3)
arbitrators (the “Arbitration Panel”), one selected by Company, one
selected by Subscriber, and one selected by mutual agreement of the
arbitrators selected, respectively, by Company and Subscriber.




	(c)
	 	Powers of the Arbitration Panel. The Arbitration Panel shall be
empowered to render full and complete resolution of the Dispute, but shall
not be empowered to award punitive or consequential damages. Each party
shall bear the costs of its respective attorneys and will share on an
equal basis the costs of the Arbitration Panel. The Arbitration Panel
shall also have the authority and discretion to order, as it sees fit, the
payment of the attorneys’ fees of the parties to the Dispute and any and
all expenses of the arbitration, including payment of the arbitrators’
compensation. In the event the Arbitration Panel finds that any party to
the Dispute has abused or failed to comply with the applicable arbitration
or discovery provisions in this





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	 	Subscription or in the Commercial Arbitration Rules, the Arbitration
Panel shall be empowered to render any sanction that would otherwise be
available under the Federal Rules of Civil Procedure.




	(d)
	 	Consolidation of Arbitrations. If an arbitration is pending hereunder
and a subsequent arbitration of a Dispute is commenced under this
Subscription that arises out of or relates to the same facts or
transactions as the Dispute in the pending arbitration, the Arbitration
Panel in the pending arbitration shall, at the request of any party to
that arbitration, consolidate the subsequently filed arbitration with the
pending arbitration unless such consolidation will result in substantial
additional costs or delay or substantial prejudice to a party. If the
Arbitration Panel fails to make such an order of consolidation, then the
parties may apply to a court of competent jurisdiction for such an order.
The Arbitration Panel in the pending arbitration shall hear and finally
decide any such consolidated arbitration under the procedures provided in
this Section 5.




6. MISCELLANEOUS PROVISIONS



	(a)
	 	Governing Law; Forum Selection Clause. This Subscription shall be
governed by and construed in accordance with the laws of the State of
Delaware. Further, the parties agree that any Disputes arising hereunder
shall be governed by the arbitration provisions set forth in Section 5
hereof and any litigation relating thereto shall take place in the federal
or state courts in Charlotte, North Carolina.




	(b)
	 	Severability. Any term or provision of this Subscription which is
invalid or unenforceable in any jurisdiction shall be ineffective to the
extent of such invalidity or unenforceability without invalidating or
rendering unenforceable the remaining terms or provisions hereof. Any
such invalidity or unenforceability in any such jurisdiction shall not
invalidate or render unenforceable such term or provision in any other
jurisdiction.




	(c)
	 	Entire Agreement. This Subscription constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and
neither this Subscription nor any provisions hereof shall be waived,
changed, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or
termination is sought.




	(d)
	 	Binding Nature. Except as otherwise provided herein, this Subscription
shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors, executors, administrators, legal
representatives and permitted assigns.




	(e)
	 	Limitation on Transfer. Subscriber agrees not to transfer or assign this
Subscription, or any of Subscriber’s interest or rights herein, and
further agrees that the transfer or assignment of the Shares, or any
portion thereof, shall be made only in accordance with this Subscription
and all applicable laws, rules and regulations.




	(f)
	 	Variation of Pronouns. All pronouns and any variations thereof shall be
deemed to refer to masculine, feminine, or neuter, singular or plural, as
the identity of the person or entity may require.




	(g)
	 	Survival. The representations and warranties contained on this
Subscription shall survive the closing of the transaction contemplated
hereby.




	(h)
	 	Counterparts. This Subscription may be executed in any number of
counterparts (whether by facsimile or otherwise), each of which shall be
deemed an original, but all of which together shall constitute but one and
the same agreement.




[Signatures on next page]





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      IN WITNESS WHEREOF, Subscriber has executed this Subscription and
Investment Representation Agreement as of the day and year first above written.



	 	 	 
	INDIVIDUAL INVESTOR:	 	
CORPORATE (or other entity) INVESTOR:
	 
	X	 	
Name of Entity:
	 


	 	
 



	 
	Print Name:	 	
By:
	 


	 	
 



	 
	Social Security Number:	 	
Print Name:
	 


	 	
 



Title:
	 	 	
 



	 
	 	 	
EIN:
	 	 	
 



	 
	Residence Address (if an individual):	 	
Business Address (if not an individual):
	 
	 






	 	
 







	 
	Telephone:


	 	
Telephone:



	 
	Facsimile:


	 	
Facsimile:








The provisions of the foregoing Subscription and Investment Representation
Agreement are accepted and consented to by Company this    day of September, 2003.




	 	 	 
	 	 	
eRESOURCE CAPITAL GROUP, INC
	 	 	 
	 	 	 
	 	 	
By:
	 	 	


	 	 	
Name: Michael D. Pruitt

Title: President





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Section 1.01 APPENDIX A



The following summarizes the applicable provisions for determining whether an
offeree is an “accredited investor” for purposes of federal securities laws.
Each offeree should check the line to the left of each provision which applies
to the offeree. After completing Appendix A, please sign and date the form
where noted on page A-2.



For purposes of federal law, “accredited investors” are defined as any person
who comes within any one of the following categories, or whom the issuer
reasonably believes comes within any one of the following categories, at the
time of the sale of the securities to that person:




	 	 	 	 	 	 	 
	   	 	

	


	(1)

	 	Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase
exceeds $1,000,000;
	   	 	

	


	(2)

	 	Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income
with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;
	   	 	

	


	(3)

	 	Any bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 15 of the
Securities and Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of
that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees,
if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors;
	   	 	

	


	(4)

	 	Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
	   	 	

	


	(5)

	 	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
	   	 	

	


	(6)

	 	Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general partner of the issuer;
	   	 	

	


	(7)

	 	Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); or
	   	 	

	


	(8)

	 	Any entity in which all of the equity owners are accredited investors.





Subscriber represents and warrants that it is an “accredited investor” under
federal law by virtue of satisfying the category or categories checked above.



September    , 2003




	 	 	 
	 	 	
X