Share Exchange Agreement

SHARE EXCHANGE AGREEMENT


AMONG


APTA HOLDINGS, INC. ,
HARRY J. SANTORO, STEPHEN M. ROBINSON,
CONVERGIX INC.,
RALPH EISENSCHMID IN TRUST FOR
INTELISYS ACQUISITION INC., A COMPANY TO BE INCORPORATED,
RALPH EISENSCHMID IN TRUST FOR
INTELISYS (NOVA SCOTIA) COMPANY,
AN UNLIMITED LIABILITY COMPANY TO BE FORMED,


and


RALPH EISENSCHMID
(on his own behalf and as attorney and agent for
the shareholders of Convergix Inc.)


November 22, 2002


SHARE EXCHANGE AGREEMENT


THIS AGREEMENT is dated for reference as of the 15th day of November, 2002.


BETWEEN:


RALPH EISENSCHMID IN TRUST FOR INTELISYS
ACQUISITION INC., a company to be
incorporated pursuant to the laws of the
Province of New Brunswick with its principal
office at 815 Bombardier Street, Shediac, New
Brunswick, E4P 1H9
("Exchangeco")
OF THE FIRST PART


AND:


RALPH EISENSCHMID IN TRUST FOR INTELISYS
(NOVA SCOTIA) COMPANY, an unlimited liability
company to be formed pursuant to the laws of
the Province of Nova Scotia with its
principal office at 815 Bombardier Street,
Shediac, New Brunswick, E4P 1H9
("Novascotiaco")
OF THE SECOND PART


AND:


CONVERGIX INC., a company incorporated
pursuant to the laws of the Province of New
Brunswick and having its principal office at
815 Bombardier Street, Shediac, New
Brunswick, E4P 1H9
(the "Company")
OF THE THIRD PART


AND:


APTA HOLDINGS, INC., a corporation
incorporated under the laws of the State of
Delaware, having its principal office at 215
West Main Street, Maple Share, New Jersey,
08052
("Apta")
OF THE FOURTH PART


AND:


RALPH EISENSCHMID, an individual resident at 65
Mathieu-Martin, Grand Barachois, New Brunswick,
E4P 7V7, (the "Depositary") on his own behalf and
as attorney and agent for all of the shareholders
of the Company
OF THE FIFTH PART


(the Depositary and the shareholders of the
Company being hereinafter collectively referred to
as the "Vendors")


AND:


HARRY J. SANTORO, an individual resident at
215 West Main Street, Maple Share, New
Jersey, 08052,
OF THE SIXTH PART


AND:


STEPHEN M. ROBINSON, an individual resident
at 126 Wharton Court, Shamong, New Jersey,
08088,
OF THE SEVENTH PART


(the foregoing parties of the sixth to
seventh part being hereinafter collectively
referred to as the "Principals")


WHEREAS the Vendors are the registered holders and beneficial owners of all of the issued and outstanding Class A common shares in the capital of the Company as set out in Schedule "A" hereto (the "Shares");


AND WHEREAS Exchangeco and Novascotiaco are wholly-owned subsidiaries of Apta; and


AND WHEREAS the Vendors have agreed to sell and Exchangeco and Novascotiaco have agreed to purchase all of the Shares on the terms and conditions set out in this Agreement;


NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises, covenants, terms, conditions representations and warranties hereinafter set forth, the parties hereto agree each with the other as follows:


ARTICLE 1 - INTERPRETATION


1.1 Definitions. Where used in this Agreement and the recitals and any schedules hereto, each of the following words will have the following meanings:


(a) "Apta" means Apta Holdings, Inc.


(b) "Apta's Financial Statements" means the audited
financial statements of Apta for the year ended December 31,
2001, and its interim financial statements for the period
ended September 30, 2002, attached hereto as Schedule "J".


(c) "Apta Shares" means shares in the common stock of Apta,
$0.001 par value.


(d) "Assets" means all of personal property, chooses in
action, intangible or intellectual property, including
patents, copyrights, trade-marks, trade names or licenses,
and all other assets of whatsoever nature owned or
purportedly owned by a Party.


(e) "Asset Sale Consulting Agreement" means the consulting
agreement attached hereto as Schedule "P", to be entered
into by Apta and the Principals on Closing.


(f) "Best Efforts" means the efforts that a prudent Person
desirous of achieving a result would use in similar
circumstances to attempt to cause such result to be achieved
as expeditiously as possible; provided, however, that an
obligation to use Best Efforts under this Agreement does not
require the Person subject to that obligation to take
actions that would result in a materially adverse change in
the benefits to such Person of this Agreement and the
transactions contemplated herein.


(g) "Bulletin Board" means the Over-the-Counter Bulletin
Board, an over-the-counter securities market operated by the
National Association of Securities Dealers.


(h) "Business" means the business carried on by the Company
described as the development of airline management software.


(i) "Canadian Securities Law" means the securities laws of
any province or territory of Canada in which recipients of
any shares under this Agreement may reside, and the
regulations, rules and policies promulgated thereunder, both
as amended from time to time.


(j) "Canadian Securities Regulators" means the securities
commissions or other Governmental Authorities authorized to
administer and enforce securities laws in any province or
territory of Canada.


(k) "Claim" means any claims, demands, actions, causes of
action, damages, losses, costs, fines, penalties, interest,
liabilities and expenses, including, without limitation,
reasonable legal fees.


(l) "Closing" means the completion of the purchase of the
Shares by Exchangeco in accordance with the terms and
conditions of this Agreement.


(m) "Closing Date" means December 31, 2002, or such earlier
or later date as the Parties may agree on.


(n) "Closing Time" means 3:00 p.m. (Toronto time) on the
Closing Date, or such earlier or later time on the Closing
Date as the Parties may agree to.


(o) "Company" means Convergix Inc.


(p) "Company's Financial Statements" means the financial
statements of the Company for its two most recently
completed fiscal years and its interim financial statements
for its two most recently completed fiscal periods, prepared
in accordance with U.S. GAAP, to be attached hereto as
Schedule "D".


(q) "Company's Private Placement" means the private
placement of 2,666,667 Shares at CDN$0.30 per Share to raise
$800,000, subject to the Company's obligation to repurchase
said Shares (or securities issued in exchange for the same)
by March 31, 2003, at the greater of (i) the last closing
price of the Shares (or securities issued in exchange for
the same) on the Over-the-Counter Bulletin Board and (ii)
CDN$0.34 per Share.


(r) "Constating Documents" means (i) the articles or
certificate of incorporation and the bylaws of a
corporation; (ii) any charter or similar document adopted or
filed in connection with the creation, formation, or
organization of a Person; and (iii) any amendment to any of
the foregoing.


(s) "Contracts" means all of the material commitments,
agreements, contracts, arrangements, instruments, leases and
other documents entered into by the Company, by which the
Company is bound or to which the Company or the Assets are
subject (other than the Permitted Encumbrances) and which
are described in Schedule "H".


(t) "Depositary" means Ralph Eisenschmid acting as attorney
and agent for the Vendors pursuant to powers of attorney
granted to the Depositary by the Vendors under subscription
agreements between the Vendors and the Company pursuant to
which the Vendors acquired shares in the Company.


(u) "Encumbrance" means any mortgage, charge, pledge,
hypothecation, debenture, lien, security interest,
encumbrance, claim, option, right of first refusal,
community of property or restriction of any kind, including
any restriction on the use, voting, transfer, receipt of
income, or exercise of any other attribute of ownership,
regardless of form and whether consensual or arising by
operation of law.


(v) "Exchangeable Shares" means Class B Special Shares of
Exchangeco, being subordinate, non-voting shares, each
Exchangeable Share being exchangeable, redeemable or
retractable for one (1) Apta Share on terms described in the
Support Agreement (including all schedules attached
thereto).


(w) "Exchangeco" means InteliSys Acquisition Inc.


(x) "GAAP" means generally-accepted accounting principles.


(y) "Governmental Authority" means any applicable Canadian
or U.S. federal, provincial, state or municipal government,
agency, ministry, commission, crown corporation, department,
inspector, official or body of any kind exercising or
entitled to exercise any administrative, executive,
judicial, legislative, police, regulatory or taxing
authority or power of any nature.


(z) "Group A Vendors" means those Vendors listed in
Schedule "A" hereto as being non-residents of Canada or
exempt from taxation under the Tax Act, or who have elected
to receive Apta Shares directly in exchange for their Shares
regardless of the Canadian tax consequences of doing so.


(aa) "Group B Vendors" means those Vendors listed in
Schedule "A" hereto as being residents of Canada or other
persons taxable under the Tax Act, other than those who have
elected to be part of the Group A Vendors.


(bb) "Indebtedness" means all liabilities, debts, accounts
payable and other monetary obligations.


(cc) "Interim Period" means the period commencing on the
execution of this Agreement and ending at the Closing Time.


(dd) "Listing Status" means Apta's status as a company whose
common shares are quoted for trading on the Bulletin Board
and which is in good standing with the Bulletin Board and is
not in default under any of its rules, policies or by-laws.


(ee) "material" means, when used with respect to an
obligation, contract, liability or any other matter, that
the obligation, contract, liability or such other matter is
of such a nature as to be substantially likely to be
considered important to a reasonable investor in making an
investment decision, including a decision to purchase, hold
or sell securities of the Person in question.


(ff) "Material Adverse Change" a material adverse change in
or a material adverse effect on the businesses, assets,
operations, results of operations or financial condition of
a Person and its subsidiaries (if any) taken as a whole,
provided that any adverse effects arising from or relating
to the following matters (individually and in the aggregate)
shall be excluded in determining whether such a material
adverse effect has occurred: (i) general economic conditions
or conditions (including conditions in financial markets)
generally prevailing in the industry or market segment in
which the corporate entity and its subsidiaries conduct
their respective businesses, (ii) the announcement or
pendency of the transactions contemplated in this Agreement
or the closing or pendency of any transaction of the Parties
which was publicly announced as of the date of this
Agreement; and (iii) the taking by any Party of any action
(or omission by any Party to take any action) at the request
of or with the permission of the other Parties; provided,
further, that a decline in the public trading price of Apta
Shares shall not by itself constitute a Material Adverse
Change.


(gg) "Ordinary Course of Business" - an action taken by a
Person will be deemed to have been taken in the "Ordinary
Course of Business" only if:


(i) such action is consistent with the past practices
of such Person and is taken in the ordinary course
of the normal operations of such Person; and


(ii) such action is not required to be authorized by
the board of directors of such Person (or by any
Person or group of Persons exercising similar
authority) and is not required to be specifically
authorized by the parent company (if any) of such
Person; and


(iii) such action is similar in nature and
magnitude to actions customarily taken, without
any authorization by the board of directors (or by
any Person or group of Persons exercising similar
authority), in the ordinary course of the normal
day-to-day operations of other Persons that are in
the same line of business as such Person.


(hh) "Parties" means the parties to this Agreement and
"Party" means any one of them.


(ii) "Person" means any individual, corporation (including
any non-profit corporation), body corporate, partnership,
limited partnership, limited liability company, joint
venture, society, association, trust, unincorporated
organization, Governmental Authority or other entity, or any
trustee, executor, administrator, or other legal
representative.


(jj) "Permitted Encumbrances" means, with respect to the
Company and the Shares, the Encumbrances described in
Schedule "G" hereto, and with respect to Apta, the
Encumbrances described in Schedule "N" hereto.


(kk) "Principals" means Harry J. Santoro and Stephen M.
Robinson, being the principal shareholders, officers and/or
directors of Apta prior to Closing.


(ll) "Principals' Guarantee" means the guarantee attached
hereto as Schedule "Q" to be executed and delivered by the
Principals to Apta at Closing, whereby if the proceeds of
the sale of the Assets of Apta under the Asset Sale
Consulting Agreement are not sufficient to repay all
Indebtedness of Apta, the Principals shall pay to Apta the
amount by which said Indebtedness exceeds the proceeds of
said sale.


(mm) "Reporting Issuer Status" means Apta's status as a
reporting company in the United States under U.S. Securities
Law, in good standing and not in default under U.S.
Securities Law, but not a "reporting issuer" in any province
of territory of Canada, as that term is defined in Canadian
Securities Law.


(nn) "SEC" means the U.S. Securities and Exchange
Commission;


(oo) "Shares" means the Class A common shares of the Company
held by the Vendors as set out in Schedule "A" hereto.


(pp) "Special Voting Share" means the one share of Series
"A" of the preference stock of Apta issuable in series,
which entitles the holder of record to a number of votes at
meetings of holders of Apta Shares equal to the number of
Exchangeable Shares outstanding from time to time (other
than Exchangeable Shares held by Apta or its affiliates),
which share is to be issued to, deposited with, and voted
by, the Voting Agent as described in this Agreement and the
Voting and Exchange Agency Agreement.


(qq) "Support Agreement" means the exchangeable share
support agreement to be entered into by Apta, Exchangeco and
NovaScotiaco on or before Closing.


(rr) "Tax Act" means the Income Tax Act (Canada), as amended
from time to time.


(ss) "U.S. Securities Law" means the United States
Securities Act of 1933 and the United States Securities
Exchange Act of 1934, the securities laws of any State of
the United States of America, and the regulations, rules and
policies promulgated thereunder, all as amended from time to
time.


(tt) "Vendors" means collectively the persons named in
Schedule "A" hereto.


(uu) "Voting and Exchange Agency Agreement" means the voting
and exchange agency agreement attached hereto as Schedule
"C", to be entered into by Apta, Exchangeco and the Voting
Agent at Closing.


(vv) "Voting Agent" means Carbonaro Sugar Szweras LLP or
such other agent as may be appointed as agent under the
Voting and Exchange Agency Agreement, and any successor
agent appointed under and subject to the provisions of the
Voting and Exchange Agency Agreement.


1.2 Interpretation. In this Agreement, except as otherwise
expressly provided:


(a) "Agreement" means this agreement, including the
preamble and the schedules hereto, as it may from time to
time be supplemented or amended in effect;


(b) all references in this Agreement to a designated
"paragraph" or other subdivision or to a Schedule is to the
designated paragraph or other subdivision of, or Schedule,
to this Agreement;


(c) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole
and not to any particular paragraph or other subdivision or
Schedule;


(d) the headings are for convenience only and do not form a
part of this Agreement and are not intended to interpret,
define, or limit the scope, extent or intent of this
Agreement or any provision hereof;


(e) the singular of any term includes the plural, and vice
versa, the use of any term is equally applicable to any
gender and, where applicable, a body corporate, the word
"or" is not exclusive and the word "including" is not
limited (whether or not non-limited language, such as
"without limitation" or "but not limited" or words of
similar import, are used with reference thereto);


(f) any accounting term not otherwise defined has the
meanings assigned to it in accordance with generally
accepted accounting principles applicable to the United
States of America;


(g) any reference to a statute includes and is a reference
to that statute and to the regulations made pursuant
thereto, with all amendments made thereto and in force from
time to time, and to any statute or regulations that may be
passed which has the effect of supplementing or superseding
that statute or regulations;


(h) except as otherwise provided, any dollar amount
referred to in this Agreement is in U.S. currency; and


(i) any other term defined within the text of this
Agreement has the meaning so ascribed.


1.3 Schedules. The following are the Schedules to this
Agreement:


Schedu Description
le
A The Vendors and their
Shareholdings
B Support Agreement
C Voting and Exchange Agency
Agreement
D Company's Financial
Statements
E Assets of the Company
F Indebtedness of the Company
G Permitted Encumbrances of
the Company
H Material Contracts of the
Company
I Employment Contracts of the
Company
J Apta's Financial Statements
K Assets of Apta
L Indebtedness of Apta
M Permitted Encumbrances of
Apta
N Material Contracts of Apta
O Employment Contracts of
Apta
P Asset Sale Consulting
Agreement
Q Principals' Guarantee


ARTICLE 2 - PURCHASE AND SALE OF SHARES


2.1 Purchase and Sale. Subject to the conditions and upon the terms hereinafter set forth, Exchangeco and Apta agree to purchase and the Vendors agree to sell to Exchangeco and Apta all of their right, title and interest in and to the Shares.


2.2 Purchase Price. The purchase price for the Shares shall consist of an aggregate of 25,000,000 Apta Shares and/or Exchangeable Shares. In consideration for the sale of the Shares by the Group A Vendors, Apta shall issue 3,295,000 Apta Shares to the Group A Vendors in the aggregate. In consideration for the sale of the Shares by the Group B Vendors, Exchangeco shall issue 21,705,000 Exchangeable Shares to the Group B Vendors in the aggregate. The Apta Shares and the Exchangeable Shares shall be issued at Closing, at which time each Vendor will receive a number of Apta Shares or Exchangeable Shares proportionate to his interest in the Company as set out in Schedule "A" hereto; provided that Apta and Exchangeco shall be entitled to withhold that number (rounded up to the nearest whole share) of Exchangeable Shares or Apta Shares, as the case may be, equal to, but not in excess of (other than due to rounding), the amount of any withholding obligations of Apta or Exchangeco under any tax applicable to the sale of the Shares or the exchange of the Exchangeable Shares. All Exchangeable Shares and all Apta Shares issued under this Agreement or in exchange for the Exchangeable Shares shall be endorsed with a legend under U.S. Securities Law and Canadian Securities Law.


2.3 Exchangeable Shares. The Exchangeable Shares to be issued by Exchangeco pursuant to this Agreement shall bear the rights, privileges, restrictions and conditions set out in the Support Agreement (and all schedules thereto) attached hereto as Schedule "B".


2.4 Support Agreement. On or before Closing, Apta, Exchangeco and NovaScotiaco shall enter into the Support Agreement in the form attached hereto as Schedule "B".


2.5 Voting and Exchange Agency Agreement. On Closing, Apta, Exchangeco and the Voting Agent shall enter into the Voting and Exchange Agency Agreement in the form attached hereto as Schedule "C". Pursuant to the Voting and Exchange Agency Agreement, Apta shall issue to the Voting Agent one Special Voting Share.


2.6 Accounting Consequences . It is intended by the parties hereto that the purchase and sale of the Shares under this Agreement shall qualify for accounting treatment as a purchase under U.S. GAAP.


2.7 Tax Treatment . It is intended that the transactions contemplated in this Agreement shall generally constitute (i) a taxable exchange for United States federal income tax purposes (not qualifying under Sections 368 or 351 of the United States Internal Revenue Code of 1986, as amended) to persons who are otherwise subject to taxation in the United States on the sale or exchange of Shares, and (ii) a tax deferred reorganization for Canadian federal income tax purposes for owners of Shares who are residents of Canada for Canadian federal income tax purposes who receive Exchangeable Shares as a consequence of the purchase and sale of the Shares.


2.8 Securities Law Exemptions and Resale Restrictions. The sale of the Shares, the issuance of the Apta Shares at Closing to such Group A Vendors as may be resident in Canada, and the issuance of the Exchangeable Shares to the Group B Vendors shall be made in reliance on the exemptions from prospectus and registration requirements contained in sections 7(h) and 13(12) of the Security Frauds Prevention Act (New Brunswick) and the corresponding provisions of any other applicable Canadian Securities Law. The issuance of the Apta Shares to the other Group A Vendors at Closing shall be made in reliance on the exemptions from the registration requirements of U.S. Securities Law contained in Rule 506 under Regulation D or in Regulation S under the Securities Act of 1933, and the applicable securities laws of the Group A Vendor's jurisdiction of residence. The issuance of the Apta Shares to the Group B Vendors on the exchange of their Exchangeable Shares shall be made in reliance on an exemption order from the relevant Canadian Securities Regulators (if necessary) and the exemption from the registration requirements of U.S. Securities Law contained in Regulation S under the Securities Act of 1933. The Vendors hereby acknowledge that as a result:


(a) any Exchangeable Shares or Apta Shares that they
receive pursuant to this Agreement will be subject to
resale restrictions in accordance with Canadian
Securities Law and/or U.S. Securities Law, as amended,
and the rules thereunder, as applicable, and that
certificates representing the Exchangeable Shares or
Apta Shares will be affixed with the following legends
describing such restrictions:


(i) on the Apta Shares:


"The shares represented by this certificate have
not been registered under the Securities Act of
1933. The shares have been acquired for
investment and may not be sold, transferred or
assigned in the absence of an effective
registration statement for these shares under the
Securities Act of 1933 or an opinion of the
issuer's counsel that registration is not required
under such Act."


(ii) on the Exchangeable Shares:


"The shares represented by this certificate have
not been issued pursuant to a prospectus filed
with a securities regulator in any province or
territory of Canada. Accordingly they may not be ...