Prepared by MERRILL CORPORATION









Exhibit

10.33




 




 




SHARE RETURN AGREEMENT




 




                This

Share Return Agreement is entered in to this 29th day of August,

2001, by and among EpicEdge, Inc. (the “Company”), Carl. R. Rose (“Rose”),

Charles H. Leaver (“Leaver”), and Kelly Knake (“Knake”).  Messrs. Rose, Leaver and Knake are sometimes

collectively referred to herein as the “Shareholders.”  The Company and the Shareholders are

sometimes collectively referred to herein as the “Parties.”




 




W I T

N E S E T H:




 




                WHEREAS, the

Shareholders own of record or beneficially 16,073,811 of the issued and

outstanding shares of common stock, $.01 par value, of the Company (the “Common

Stock”), and




 




                WHEREAS, the Company

is in the process of procuring a minimum of Two Million Dollars (the “Minimum

Financing”) and a maximum of Three Million Dollars (the “Maximum Financing”) of

financing from certain investors (the “Financing”), which is necessary in order

to implement its business plan; and




 




                WHEREAS, as a condition precedent to the

Financing the investors thereto have required that the Shareholders reduce

their ownership in the Company.




 




                NOW, THEREFORE, in

consideration of the Financing, the promises, covenants, and conditions herein

contained, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties hereto covenant and

agree as follows:




 




1.     Return: Within five (5) business days from the date hereof,

the Shareholders will return to the Company for cancellation, certificates

representing the number of shares of Common Stock opposite their names:




 




	

  Carl R. Rose


  	

   


  	

  9,063,000


  	

   


  
	

  Charles H. Leaver


  	

   


  	

  880,510


  	

   


  
	

  Kelly Knake


  	

   


  	

  351,700


  	

   


  





 




2.     Additional Shares: In the event the Maximum Financing of Three

Million Dollars is not received by September 15, 2001, Rose and Leaver hereby

agree to return for cancellation within five (5) business days of receipt of

notice from the Company that the Maximum Financing was not received, additional

shares of Common Stock such that Rose’s direct and beneficial ownership shall

be reduced to 10% of the outstanding shares of Company Common Stock after

giving effect to the following share issuances:













 




(i)            the number of shares of Company common stock issuable

upon the agreed  $ .75 conversion of the

Convertible Bridge Loan Agreement between the Company and Edgewater Private

Equity Fund III, L.P. in the amount of $3,750,000 dated July 21, 2000;  (ii) the number of shares of Company common

stock issuable upon agreed $.75 and conversion of the Convertible Bridge Loan

Agreement between the Company and Fleck T.I.M.E. Fund, L.P. in the amount of

$1,250,000 dated July 21, 2000; (iii) the number of shares of Company common

stock issuable upon the conversion of the Convertible Bridge Loan between the

Company and Fleck T.I.M.E. Fund, L.P. in the amount of $1,000,000 dated

December 1, 2000; (iv) the 2,000,000 shares of Company common stock issuable

upon the exercise of the warrant held by Fleck T.I.M.E Fund, L.P. dated

December 1, 2000; and (v) shares issuable (including shares issued on exercise

or  conversion of derivative securities)

in connection with the Maximum Financing, and




 




and

Leaver’s direct and beneficial ownership shall be 10% of Rose’s.




 




3.     Assignment:  As partial

consideration for the return of the shares of Common Stock by Rose, the Company

hereby agrees to sell transfer and assign unto Rose all right, title and

interest in and to the assets listed on Exhibit “A,” attached hereto and made a

part hereof for all purposes (the “Assets”). 

Upon receipt of the certificate evidencing Rose’s returned shares, the

Company shall execute and deliver a Bill of Sale to Rose covering the Assets.




 




4.     Time is of the Essence: The Parties hereto acknowledge that

time is of the essence in the performance of the obligations hereunder.




 




5.     Notices. 

Any and all notices or other communications required or permitted to be

delivered hereunder shall be deemed properly delivered if (a) delivered

personally, (b) mailed by first class, registered or certified mail,

return receipt requested, postage prepaid, (c) sent by next–day or

overnight mail or delivery or (d) sent by facsimile, to the parties as set

forth below:




	

  EpicEdge, Inc.


  	

   


  	

  Carl R. Rose


  
	

  5508 Highway 290 West, 3rd

  Floor


  	

   


  	

  3200 Wilcrest, Suite 307


  
	

  Austin, Texas 78735


  	

   


  	

  Houston, Texas  77042


  
	

  Attn:  Richard Carter


  	

   


  	

  713-784-2411 fax


  
	

  512-261-3349 fax


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Charles H. Leaver


  	

   


  	

  Kelly Knake


  
	

  1815 Milford


  	

   


  	

  522 Mill Place Court


  
	

  Houston, Texas  77098


  	

   


  	

  Sugarland, Texas  77478


  
	

  713-784-2411 fax


  	

   


  	

  713-784-2411 fax


  





 




5.     Counterparts: This Agreement may be executed in multiple counterparts,

each of which shall be deemed an original, but all of which taken together

shall constitute one and the same Agreement.













 




6.     Governing Law:  This

Agreement shall be construed and enforced in accordance with, and all questions

concerning the construction, validity, interpretation and performance of this

Agreement shall be governed by, the laws of the State of Texas, without giving

effect to provisions hereof regarding conflicts of laws.




 




7.     Expenses:  The Parties

hereto agree that they will bear their own expenses in connection with the

transactions contemplated by this Agreement.




 




 




IN WITNESS WHEREOF, the Parties hereto have

executed this Agreement as of the day and year first above written.




 




EPICEDGE, INC.




 




	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

  Carl R. Rose


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

  Chuck Leaver


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

  Kelly Knake