September 29, 2008
American
Plastics Processing Products, Inc.
Attention:
Mr. Mario DiNello
President
Re:
Enercorp, Inc. - Letter of
Intent
Dear Mr.
DiNello:
This letter of intent sets forth the
principal terms on which American Plastics Processing Products,
Inc. (“AP3”), a Michigan corporation, and related
companies, will make an investment in Enercorp, Inc.
(“Enercorp”), a Colorado corporation, whereupon AP3
will hold ownership of approximately 3,083,333 shares of common
stock of Enercorp and the parties hereto will take certain other
actions as described herein in connection with such investment
(collectively, the “Transaction”). This letter of
intent is intended to be binding on the parties hereto, but the
parties acknowledge that this letter of intent does not set forth
all the terms related to the Transaction, and agree to negotiate in
good faith such other terms as well as definitive documents as
appropriate to evidence the Transaction. Unless otherwise
agreed, the parties will consummate the Transaction as soon as
practicable but no later than November 30, 2008 (the
“Closing”).
1.
Terms of the Transaction. After the
Closing but not later than June 1, 2009:
a.
Enercorp will issue to AP3 1,500,000
shares of Enercorp’s common stock in exchange for 500,000
shares of common stock of LBO Capital Corporation;
b.
Enercorp will issue to AP3 750,000 shares
of Enercorp’s common stock in exchange for 250,000 shares of
common stock of EDEN PLC (“EDE”), a publicly listed
company in the United Kingdom;
c.
Enercorp will issue to AP3 833,333 shares
of Enercorp’s common stock in exchange for $250,000 worth of
AP3 common stock (currently trading at $5 per share minus a 20%
discount); and
d.
AP3 will provide Enercorp with a $500,000
secured line of credit.
In consideration of the
foregoing,
2.
Enercorp’s Regulatory
Obligations.
a.
Enercorp will conduct an independent
audit of its books and records through June 30, 2007 and 2008.
Enercorp
