Edgar Filing: BURMANN GEORGE

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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(as permitted by Rule 14a-6(e)(2))
|_| Definitive proxy statement
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|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ENERCORP, INC
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(Name of Registrant as Specified in Its Charter)

GEORGE BURMANN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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previously. Identify the previous filing by registration statement number,
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Preliminary Copy; Subject to Completion
Dated December 23, 2004

ANNUAL MEETING OF SHAREHOLDERS
OF
ENERCORP, INC.
32751 Middlebelt Road, Suite B
Farmington Hills, Michigan 48334

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PROXY STATEMENT
OF
GEORGE BURMANN
FOR THE MEETING OF SHAREHOLDERS
In opposition to Enercorp's incumbent board of directors

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Introduction

This proxy statement (the "Proxy Statement") and the enclosed BLUE proxy
sheet are being furnished to you, the shareholders of Enercorp, Inc., a Colorado
corporation ("Enercorp" or the "Company"), in connection with the solicitation
of proxies by George Burmann (the "Shareholder") for use at the annual meeting
of shareholders of Enercorp (including any adjournments, postponements,
reschedulings or continuations of the meeting, the "Annual Meeting") being held
as ordered by the District Court in and for the City and County of Denver,
Colorado, in Civil Action 04-CV-1207, Div. 3. The meeting will be held on
February 1, 2005 at 9:00 a.m. (Eastern time) at 32751 Middlebelt Road, Suite B,
Farmington Hills, Michigan 48334.

Shareholders who were holders of record on December 6, 2004, (the "Record
Date," as established by the Court) will be entitled to vote at the meeting. We
are soliciting proxies to take the following actions at the Annual Meeting:

1. to elect three persons as directors of Enercorp (the "New Directors")
in opposition to the proposed nominees of Enercorp;
2. to vote for the amendments to Enercorp's articles of incorporation
proposed by Enercorp;
3. to vote against the decertification of Enercorp as a business
development company proposed by Enercorp; and
4. to vote as the proxy holder may consider appropriate on other matters
presented to the meeting.

In this proxy statement, the Shareholder has provided information on the
three persons he intends to nominate for election to the board of directors.

Based on the records available to the Shareholder, Enercorp has not held a
meeting of its shareholders since January 1999. None of the existing directors
have been elected to that office by the shareholders of Enercorp, rather, all
were appointed to the board of directors and, to the Shareholder's knowledge,
Enercorp made no effort to comply with Section 14(f) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), or Rule 14f-1 thereunder.

A proxy may be given by any person who was a record holder of Enercorp
common stock on December 6, 2004, the Record Date. Whether or not you plan to
attend the Annual Meeting, you are urged to sign and date the enclosed BLUE
proxy card and return it in the postage-paid envelope provided to 5307 Forest
Breeze Ct., St. Cloud, FL 34771. Your latest dated proxy is the only one that
counts, so you may return the BLUE proxy sheet even if you have already
delivered a proxy pursuant to Enercorp's solicitation.

Please do not return any proxy sent to you by Enercorp. If you have already
returned a proxy sheet sent to you by Enercorp, that card will be automatically
revoked if you date, complete and return the enclosed BLUE sheet.

This solicitation is being made by George Burmann, a shareholder of
Enercorp seeking to replace Enercorp's existing board of directors. This is not
being solicited on behalf of Enercorp's board of directors. Mr. Burmann can be
reached by mail at the address set forth above, or by telephone at 800-393-4150.

We will first mail this Proxy Statement to shareholders on or before
January __, 2005.

Why are we soliciting your proxy?

Mr. Burmann (the "Shareholder") is deeply troubled by the performance and
strategic direction of Enercorp, the conflicting interest transactions that have
been taken by Enercorp, the failure by Enercorp to make accurate and complete
disclosure under the federal securities laws, the conversion by Enercorp's board
of directors of unsecured debt owed to Thomas Itin into secured debt that is
delinquent by its terms, and the efforts by Enercorp to entrench its board of
directors and management to prevent any shareholder influence.

The Shareholder holds a substantial interest in Enercorp (45,500 shares,
6.5% of the outstanding shares), has expended a significant amount of money to
force Enercorp to hold a meeting of its shareholders and to prevent Enercorp
from issuing shares which would have disenfranchised Enercorp shareholders by
giving management and its associates a controlling vote at any shareholders'
meeting.

o The Shareholder first requested information from Enercorp in September
2003.
o In January 2004, because of the lack of response from Enercorp, the
Shareholder hired counsel who made a request for corporate records
pursuant to the Colorado Business Corporation Act which governs
Enercorp. Again Enercorp failed to comply with its legal obligations
to the Shareholder.
o In February 2004, because of Enercorp's continuing failure to respond
to the Shareholder's legal requests, the Shareholder filed suit in the
District Court in and for the City and County of Denver, Colorado, to
force Enercorp to hold a shareholders' meeting and to obtain the
requested records. Enercorp answered the complaint, but took no action
either to call a meeting or to provide Mr. Burmann with the records to
which shareholders are entitled by statute.
o In June 2004, the Shareholder filed a motion for summary judgment in
the Denver court.

o On August 2, 2004, Enercorp purportedly issued shares of voting,
convertible preferred stock (the "Preferred Stock") to persons (many
of whom appear to be directly or indirectly related to Enercorp or Mr.
Itin) who invested $325,000 in Enercorp, although Enercorp failed to
comply with the requirements of the Colorado Business Corporation Act
in issuing such stock. Subsequently Enercorp's board of directors
converted this purported equity investment into debt due on November
2, 2004, purportedly secured by all of Enercorp's assets.
o On August 12, 2004, Enercorp declared a record date for a
shareholders' meeting to be held September 10, 2004, the week prior to
the hearing on the Shareholder's motion for summary judgment. The
record date and the issuance of the Preferred Stock had the effect of
significantly diluting the vote of all Enercorp shareholders, with the
apparent goal of further entrenching the existing Enercorp board of
directors and management.
o On August 24, 2004, the Shareholder filed a motion for a temporary
restraining order to, among other things, prohibit Enercorp from
holding the September 10, 2004 meeting because, among other things, of
the unfairness of the Preferred Stock issuance and the dilution to the
Enercorp shareholders. The Denver court granted this motion orally on
September 2, 2004, and by written Order on September 17, 2004. In the
written Order, among other things, the court ordered Enercorp to
cooperate with the Shareholder and hold its shareholders' meeting
within 60 days.
o Enercorp failed to hold the meeting within 60 days as ordered by the
court, and failed to cooperate in any manner with the Shareholder in
connection with calling a shareholders' meeting. As a result, in
November 2004, the Shareholder filed motions seeking sanctions from
Enercorp, seeking the appointment of a receiver, and seeking the
court's assistance in forcing Enercorp to call a proper meeting that
would be fair to all shareholders.
o At three hearings held in late November and early December 2004, the
court established the ground rules for the shareholders' meeting and
required that Enercorp pay the Shareholder certain costs because of
Enercorp's failure to act as required by the Colorado Business
Corporation Act.

The Shareholder has taken the foregoing actions at his own expense, for the
benefit of himself and the other shareholders of Enercorp. When used herein, the
term "we" or "us" or similar terms refers to the Shareholder.

Enercorp

Enercorp was incorporated under the laws of the State of Colorado on June
30, 1978. According to Enercorp's Form 10-KSB for the year ended June 30, 2003,
Enercorp is a closed-end, non-diversified investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act") that
elected to become a business development company under the Investment Company
Act on June 30, 1982. The Enercorp Form 10-KSB describes a business development
company as a type of investment company that generally must maintain 70% of its
assets in new, financially troubled or otherwise qualified companies and offers
significant managerial assistance to such companies. The Form 10-KSB and its
subsequent Form 10-QSBs describe Enercorp as owning interests in four investee

companies and states that Enercorp provides these investee companies management
assistance. The Form 10-KSB describes Enercorp's investment objective as being
to achieve long-term capital appreciation, rather than current income, on its
investments.

Enercorp disclosed on its Form 10-QSB for the quarter ended September 30,
2004, that its decrease in net assets due to operations during the three month
period was $(133,819). Enercorp reported a gain during the same period of the
prior year of in excess of $147,000.

As further indication of the negative course that the current management
and board of directors have focused Enercorp, according to Enercorp's published
reports, its net asset value has decreased each year since 1999 except for 2002
and 2004 when it remained about the same, as described in the following table:

------------------------ --------------------- ------------------
Date Reported Net Asset Change
Value
------------------------ --------------------- ------------------
June 30, 1999 $3,527,867
------------------------ --------------------- ------------------
June 30, 2000 $1,726,044 -51%
------------------------ --------------------- ------------------
June 30, 2001 $929,922 -46%
------------------------ --------------------- -----------------
June 30, 2002 $954,562 +3%
------------------------ --------------------- ------------------
June 30, 2003 $640,272 -33%
------------------------ --------------------- ------------------
June 30, 2004 $613,071 -4%
------------------------ --------------------- ------------------
September 30, 2004 $479,254 -22%
------------------------ --------------------- ------------------

Reasons for the Annual Meeting

Significant Conflicts of Interest and Business Failures. The Shareholder
believes that Enercorp is faced with significant conflicts of interest and needs
an independent board of directors and management to address these issues. The
conflicts of interest include, but are not limited to:

1. Enercorp has paid significant compensation to Thomas Itin for what appears
to be little value, given that it appears Enercorp was largely inactive
during the entire period he was employed by Enercorp. The Shareholder
suspects that the compensation to Mr. Itin may have included services
performed for the benefit of other companies in which Mr. Itin directly or
indirectly owns an interest which may or may not have been associated with
Enercorp;

2. Enercorp's investee companies all appear to be businesses controlled by
Thomas Itin, which leads one to question whether Enercorp is being operated
for the benefit of its shareholders;

3. At September 30, 2004, June 30, 2004, and at the end of previous financial
periods for more than the past several years, Enercorp had nominal cash
assets and more than $300,000 in current liabilities, and neither
management nor the board of directors has offered any plan to shareholders
to address these issues.

4. In August 2004, Enercorp issued $325,000 of preferred stock in a manner
that the Shareholder believes violated the Colorado Business Corporation
Act (which governs Enercorp), which diluted the ownership and voting
interest of all other Enercorp shareholders, and used the proceeds to pay
Thomas Itin and his affiliated entities a total of approximately $280,000
plus an undisclosed amount of interest.

5. Enercorp also admits that it paid its "former general manager" $10,000
compensation for work during the month of August 2004 (apparently he was
employed by Enercorp for approximately one month), even though there is no
evidence that the "former general manager" provided any benefit to Enercorp
or its shareholders. The "former general manager" never filed any reports
as to his position or stock ownership as required of officers by the
Securities and Exchange Commission.

6. Sometime after September 17, 2004, Enercorp converted the Preferred Stock
into debt due (with 7% interest) on November 2, 2004 (now past due), and
collateralized the debt with substantially all of the assets of Enercorp.
Enercorp has advised Mr. Burmann that they have held discussions with the
note holders to have the note holders exchange the notes and interest due
for some of the equities Enercorp holds in Compusonics Video Corporation,
Ajay Sports, Inc., Pro Golf International and Progolf.com - thus converting
unsecured debt that Enercorp owed to Mr. Itin into a divestiture by
Enercorp of its assets to persons who appear to be related to Enercorp and
Mr. Itin without complying with the SEC disclosure and fairness
requirements.

7. Under the current management and board of directors, Enercorp's net asset
value has decreased substantially, and Enercorp's operations have resulted
in no benefit to its shareholders, notwithstanding significant payments to
Mr. Itin and certain of his affiliates.

8. Compusonics Video is an Enercorp `investee company' controlled by Thomas
Itin but as to which Enercorp states that Enercorp provides management
services. Compusonics Video has a continual record of failure. As reported
in its Form 10-KSB for the year ended July 31, 2004,

a. Compusonics Video has negative working capital of more than $438,000,
a decrease of more than $330,000 from the 2003 year; the working
capital deficit was about $230,000 during Compusonics Video's 2002
fiscal year;
b. Compusonics Video paid almost $90,000 to settle a lawsuit brought
against it by an individual for defamation;
c. Net loss increased to more than $740,000 from a net loss of about
$31,000 for the 2003 fiscal year and a net loss of about $70,000 for
the 2002 fiscal year;
d. Compusonics Video reported no revenues for either the 2003 or the 2004
fiscal years.

9. Ajay Sports is also an Enercorp `investee company' controlled by Thomas
Itin but as to which Enercorp states that Enercorp provides management
services. Ajay also has a continual record of failure and a record of
failing to file required reports with the Securities and Exchange
Commission.

a. According to the SEC's records, Ajay filed a quarterly report on Form
10-Q for the March 31, 2001, fiscal quarter. Even though Ajay was
required to file reports for each fiscal quarter, the next report was
not filed until October 15, 2004 - for the June 30, 2001 fiscal
quarter. On December 3, 2004, Ajay finally filed its annual report on
Form 10-K for its 2001 fiscal year and on December 15, 2004, its Form
10-QSB for the quarter ended March 31, 2002 (although neither the Form
10-QSB or the Form 10-K as filed, meet the SEC's requirements for
signatures or management certifications).
b. Ajay's stock performance has dropped from a high of $1.75 asked in
2000 to its current, infrequent trading in the range of $0.05 to
$0.15.
c. Ajay's 2001 Form 10-K reports a net loss during 2001 (the most current
information available) of more than $9,000,000 (following a loss of
more than $2,700,000 in 2000) even though it purportedly (according to
the Form 10-K) owns Pro Golf of America, Inc., purportedly "the
world's largest franchiser of `golf only' retail stores, with over 143
stores in the United States, Canada, and the Philippines."
d. According to the most current information, Ajay has never recognized
income or been profitable.
e. The 2001 Form 10-K (filed in December 2004) states that Ajay's
"primary focus for 2004-2005 will be to help its PGD storeowners
increase sales, reduce operating costs, and become more profitable."
It does not appear from the financial records that there has been any
profitability to increase.
f. According to the 2001 Form 10-K, the Gary Player Group sued Pro Golf
of America ("PGOA"), a subsidiary of Ajay, because PGOA breached an
endorsement agreement. Although management stated in the form 10-K
that liability for "any further amount due related to the agreement is
unlikely" and there was "no need to establish a contingent liability,"
management settled the litigatioin in 2003, paying the Gary Player
Group $22,500.
g. The loan forbearance on PGI's master revolving note with Comerica Bank
agreement expired on May 31, 2002, and Comerica Bank declared PGI in
default on its loan. Although PGI is working under a forbearance
agreement that expires on April 30, 2005, there is no evidence in the
2001 Form 10-K (filed in December 2004) that PGI will be able to meet
its obligations to Comerica.
h. Ajay reports in its 2001 Form 10-K that it has had a five-year
employment agreement that commenced January 1, 1999 with Thomas Itin
to act as its Chief Executive Officer at a salary of $250,000 from the
date of commencement plus bonuses as determined by the board of
directors as well as stock options and other benefits. This is in
addition to the $120,000 per year salary that a subsidiary of Ajay,
PGOA, began paying Mr. Itin commencing January 1, 2003 and the
$145,000 that Mr. Itin has charged Enercorp.

i. In a settlement agreement between Williams Controls, Inc., Ajay,
and Thomas W. Itin that was entered into in November 2002, Itin
released Williams for amounts owed to him in his capacity as
Williams former CEO and Chairman in exchange for all but
$2,500,000 of Ajay's debt owed Williams. In addition, Itin
received all of the Ajay common and preferred stock owned by
Williams, and the lawsuits between the parties were dismissed. At
the same time, Williams recognized a loss of more than $3,500,000
because of what Williams considered to be an impairment in Ajay's
value. This was a complete write-off by Williams because
Williams, under independent management after Thomas Itin left
Williams management, apparently considered Ajay to be worthless
at that time.
j. In February 2003, Ajay negotiated a settlement with Orlimar Golf
Company on a dispute over amounts allegedly owed to Orlimar by
Ajay's subsidiary Prestige Golf. The settlement calls for 36
monthly payments of $2,000 and for Orlimar to participate at no
additional cost in PGoA's national advertising for one year.
There is no further information about this suit or the reasons
therefor, but it appears to be another example of Ajay
mismanagement and liability resulting from that mismanagement.
k. The 2001 Form 10-K reports that, in January 2004, Ajay terminated
an employee, and as a result the employee is suing Ajay for
wrongful termination. Although the Form 10-K reports that
management believes the employee's claim is without merit, this
appears to be another example of lack of management oversight by
Ajay's management and by Enercorp which states that management is
among the services offered to Ajay.

10. Based on the partial information that Enercorp provided to Mr. Burmann
about the preferred shareholders, it appears that many of the purchasers of
the preferred stock (who are now past-due creditors of Enercorp) are
directly or indirectly related to or affiliated with Mr. Itin or Enercorp,
and it appears that the issuance of preferred stock may be an attempt to
deprive Enercorp and its shareholders of assets in the event Mr. Burmann
succeeds in this proxy contest. Enercorp's attorneys have advised Mr.
Burmann that Enercorp may try to exchange its shares in CPVD, Progolf.com,
or the other investee companies to satisfy the debt - all being
accomplished by Enercorp without shareholder vote and without compliance
with SEC rules to the extent the transactions involve related and
affiliated persons.

Thomas Itin's Continued Involvement in Enercorp. In its Form 10-KSB for the
year ended June 30, 2003, Enercorp disclosed that its net operating loss had
increased by 444% as compared to the previous year. Enercorp's incumbent
management's explanation for the more than fourfold increase in net operating
loss was that the existing directors the Shareholder seeks to remove (the
"Removable Directors") had approved an employment contract with the
then-President Thomas Itin that obligated the company to pay him a salary also
previously approved by the Removable Directors. In spite of the compensation
approved by the Removable Directors, Mr. Itin left Enercorp effective September
14, 2003, after serving less than three years as a corporate officer and
director. According to Enercorp's Form 10-QSB for the quarter ended September
30, 2003, the board did not act to remove Mr. Itin. Instead, Mr. Itin resigned
without public comment.

When it came time to file the June 30, 2004, Form 10-KSB, the accrued
salary to Mr. Itin remained a liability of Enercorp on its financial statements,
but Enercorp failed to disclose Mr. Itin's continued stock ownership. Enercorp's
failure to make this disclosure continued in its preliminary proxy statement
filed with the Securities and Exchange Commission on August 12, 2004, the
definitive proxy statement filed on August 20, 2004, and the preliminary proxy
statement filed on October 27, 2004 (collectively the "Prior Proxy Statements").
In court on November 22, 2004, however, Mr. Itin testified under oath that he
owned "between 5% and 10%" of Enercorp's common stock and agreed that this
disclosure should have been made. Mr. Burmann believes that this failure to make
the appropriate disclosure was Enercorp's attempt to hide Mr. Itin's stock
ownership and control over Enercorp and its board of directors.

Even though the June 30, 2004, Form 10-KSB was filed in September 2004 (a
month after the August 2004 payments of $280,000 plus interest to Mr. Itin and
his affiliates were made), the Form 10-KSB failed to disclose that Enercorp had
made such payments. Enercorp continued to fail to disclose these payments in the
Prior Proxy Statements. Enercorp finally made this disclosure in its Form 10-QSB
for the quarter ended September 30, 2004 that was filed with the Securities and
Exchange Commission on November 17, 2004. Thus once again, Mr. Itin and/or
Enercorp failed to disclose material information to shareholders even though the
requirements for both the proxy statement and the Form 10-KSB mandated
disclosure of such significant related party transactions.

Neither Enercorp's Form 10-KSB for the year ended June 30, 2004, nor its
Prior Proxy Statements disclosed (as is required under the SEC's regulations)
that Enercorp's directors were and are delinquent in their reporting obligations
under Section 16(a) of the 1934 Act. The Shareholder had even advised Enercorp
of these delinquencies several times yet through December 22, 2004, Enercorp has
continued to fail to comply with its legal requirements.

Neither Enercorp's Form 10-KSB for the year ended June 30, 2004, nor its
Prior Proxy Statements, disclosed that Thomas Itin is apparently the person
really controlling Enercorp. While Mr. Itin denied this when he testified under
oath in the Denver court, the Shareholder believes that the facts belie Mr.
Itin's sworn statements:

o It appears that the purpose of the August financing was to fund the
repayment of the debt to Mr. Itin and his affiliates, even though
there has been no disclosure that Mr. Itin or his affiliates demanded
payment or proposed to take any action because of non-payment;
o The Denver court ordered that Enercorp appear at the November 22,
2004, hearing with a decision-maker. The only persons that Enercorp
brought to that hearing was a person appointed "Chief Compliance
Officer" on November 11, 2004 (William McMaster) and Mr. Itin (who had
resigned from Enercorp more than 13 months earlier). During the
proceedings on November 22 and 24, 2004, counsel to Enercorp consulted
with Mr. Itin on a regular basis, and with Mr. McMaster only
occasionally.
o Mr. McMaster testified that he was appointed as an officer of Enercorp
to help Mr. Itin;
o During his testimony, Mr. Itin said "I will not permit Mr. Burmann to
gain control of Enercorp"; and

o Following the hearing, after counsel discussed aspects of the
procedure necessary to hold the shareholders' meeting, counsel for
Enercorp called back to her offices and asked "have the Itins
returned" because she needed to discuss certain things with them.

It should also be noted that Enercorp's Form 10-KSB for the year ended June
30, 2004, advised that Enercorp "provides management assistance" to its four
investee companies. The report filed with the Securities and Exchange Commission
goes on to say that "the Company's managerial assistance often is provided in
ways designed to build strong, independent management rather than simply
providing management services." There is no evidence in the Form 10-KSB or in
subsequent filings with the Securities and Exchange Commission that Enercorp has
received any compensation for any managerial assistance to its investee
companies; the investee companies have clearly paid no management fees to
Enercorp. Notwithstanding Enercorp's apparent total lack of activity, Enercorp
has paid $145,000 to Mr. Itin to compensate him for services purportedly
rendered, and pays management fees of $2,500 per month to Acrodyne Corporation,
a corporation owned by Mr. Itin or his affiliates and considered to be a related
party by Enercorp's accountants.

Thus, in the Shareholder's opinion, although Mr. Itin has denied it, it
appears that Mr. Itin remains in control of Enercorp. If this is true, Mr.
Itin's control position has not been, and should have been, disclosed in
Enercorp's filings with the Securities and Exchange Commission.

Enercorp's failure to comply with legal requirements. Following the filing
of the Shareholder's Schedule 13D in January 2004, the Shareholder attempted to
assert his rights under Colorado law to inspect Enercorp's records and to
discuss the situation with Enercorp. Management of Enercorp failed to respond to
the Shareholder's requests, forcing the Shareholder to file litigation to obtain
a court order to hold the shareholders' meeting. The Shareholder has been
willing to meet with Enercorp's senior management to resolve the Shareholder's
concerns in an attempt to avoid a proxy contest and the expense of a
shareholder's meeting, but has been rebuffed by management's failure to respond
or take any other progressive action.

In addition, the Shareholder has several times attempted to gain access to
information required by the Securities and Exchange Commission's rules and
regulations to be provided to him. Enercorp has continually failed to comply
with its requirements.

Enercorp's Form 10-KSB states that it "presently has four investee
companies to which it provides management assistance." Of these four:

o Ajay Sports, Inc. ("Ajay") had not filed any required reports with the
Securities and Exchange Commission since the Form 10-QSB for the three
months ended March 31, 2001 - a failure to comply with legal
requirements for more than three years. Finally in October 2004, Ajay
filed its quarterly report for the September 30, 2001, fiscal quarter.
On December 3, 2004, Ajay finally filed its annual report on Form 10-K
for its 2001 fiscal year and on December 15, 2004, its Form 10-QSB for
the quarter ended March 31, 2002 (although neither the Form 10-QSB or
the Form 10-K as filed, meet the SEC's requirements for signatures or
management certifications). Ajay has not filed the required quarterly
and annual reports for the periods subsequent to March 31, 2002.

o Enercorp management wrote off its investment in "100,000 shares of
Williams Controls options from the investment portfolio" on March 31,
2004, according to its Form 10-QSB because management was unable to
"locate hard copies of the above securities" or any "indication that
such extended securities existed."

o In 2001, Enercorp sold its interest in Williams Controls for
$2,424,800 (less than the June 30, 2000 valuation of $2,565,439, and
significantly less than the June 30, 1998 valuation of $3,311,438) for
the apparent purpose of repaying an Enercorp loan and relieving Mr.
Itin and his son-in-law Richard Heberd of personal guarantee
obligations on a $2,141,649 loan outstanding at the time.

o Enercorp management wrote off its investment in "300,000 of CPVD
warrants from the investment portfolio" on March 31, 2004, according
to its Form 10-QSB because management was unable to "locate hard
copies of the above securities" or any "indication that such extended
securities existed."

o On March 31, 2004, Enercorp management also wrote off its investment
in Proconnextions, Inc. from Enercorp's investment portfolio because
Proconnextions "has not been involved in any business activities since
several years."

o In Enercorp's Form 10-QSB for the quarter ending September 30, 2004,
management reports that "[f]or the three-month period ending September
30, 2004, the investments value decreased with $91,826" - reflecting
continuing losses the Shareholder believes are due to management and
board of directors' inaction and apparent inattention.

o Enercorp has failed to cause its management and directors to comply
with their reporting obligations under Section 16(a) of the Securities
Exchange Act of 1934. As a result, the Shareholder (who was not aware
of the reporting obligation) did not file a Form 4 reporting his
appointment as a director in September 2001; more currently, the
existing officers and directors, and Mr. Itin as a significant
shareholder, have failed to comply with their reporting requirements
even though the Shareholder has pointed out the deficiencies.

These facts, reported by Enercorp itself, lead one to question the
viability and wisdom of the managerial assistance provided by Enercorp to its
investee companies, and even with respect to its own records.

Enercorp's misleading reports filed with the Securities and Exchange
Commission. As described above, Enercorp has filed numerous misleading and
incomplete reports with the Securities and Exchange Commission, and in at least

one case, sent one of those reports to its shareholders, expecting the
shareholders to rely on that information. These reports and disclosure failures
include:

o Enercorp's annual report on Form 10-KSB which does not disclose

o Mr. Itin's admitted stock ownership in Enercorp;
o Payment to Mr. Itin and his affiliates of $280,000 plus interest
in cash from a new investment;
o The failure by Enercorp's board of directors to file the reports
required under Section 16(a) of the 1934 Act;
o Mr. Itin's apparent undisclosed control over Enercorp;
o The conversion of the Preferred Stock to secured debt due on
November 2, 2004 and which is now past due, could result in
Enercorp's loss of its assets; and
o The disclosure about the Preferred Stock required by the
Securities and Exchange Commission's regulations, including the
related party nature of at least a portion of the Preferred Stock
and the subsequent conversion.

o Enercorp's preliminary proxy statement filed on August 12, 2004, its
definitive proxy statement filed on August 20, 2004, and its
preliminary proxy statement filed on October 27, 2004, which fail to
disclose:
o Mr. Itin's admitted stock ownership in Enercorp;
o Payment to Mr. Itin and his affiliates of $280,000 plus interest
in cash from a new investment;
o The failure by Enercorp's board of directors to file the reports
required under Section 16(a) of the 1934 Act; and
o Mr. Itin's apparent undisclosed control over Enercorp.

o On August 13, 2004, Enercorp management filed a report on Form 8-K
with the Securities and Exchange Commission that reported the issuance
of the Preferred Stock: "On August 2, 2004, the Registrant issued to
various investors 369,318 shares of 6% Cumulative Convertible
Preferred Stock, Par Value $0.88/share. The Registrant received
$325,000 for the newly issued Preferred shares. The Preferred shares
were sold at a price of $0.88/per share, convertible one for one to
Common equal to the latest NAV (Net Asset Value) per common share at
day's end, June 30, 2004. The proceeds from this funding will be used
for investment and working capital." Subsequent disclosure makes it
clear that these statements were false when made, because:
o The proceeds were not used for investment or working capital;
more than $280,000 was used to repay debt and salaries. It does
not appear that any portion of the proceeds were used for
investment, and only a nominal portion, if any, was used for
working capital.
o The Preferred stock was never properly authorized as required by
the Colorado Business Corporation Act and, therefore, could not
have been "issued" as the report stated.

Enercorp's management has failed to comply with the reporting requirements
imposed upon them by federal law. Section 16(a) of the 1934 Act imposes certain
reporting obligations on Enercorp's officers, directors, and persons who own

greater than 10% of Enercorp's securities. Certain of Enercorp's directors and
officers (at least Dr. Rautio and Messrs. Sargent and Parlatore) failed:

to file a Form 3 when he became an executive officer or director of
Enercorp; and

Dr. Rautio failed to file a Form 4 when he allegedly acquired the
shares of Preferred Stock that Enercorp reported in its proxy
statement that Enercorp had issued to him.

Notwithstanding specific requirements that Enercorp disclose delinquent
filers and a failure to file reports publicly in the proxy statement, the proxy
statements that Enercorp filed with the SEC failed to make this disclosure.

Poor corporate governance. Based on the reports filed by Enercorp, it is
clear that it does not have an audit committee, a nominating committee or,
Shareholder believes, adequate financial or disclosure controls. The Shareholder
believes that in this age of heightened corporate governance, it is the
responsibility of the board of directors to ensure proper corporate governance
and protection of Enercorp's assets. As is evidenced by the inability of
Enercorp to even locate certain of its securities (thus leading to their
elimination from Enercorp's balance sheet at March 31, 2004), Enercorp's current
management and board of directors appear to be unwilling to take the steps
necessary to protect Enercorp and its shareholders.

Need for new leadership. The Shareholder believes that Enercorp's failure
to disclose information to the shareholders of Enercorp and the Securities and
Exchange Commission, what appears to be Mr. Itin's undisclosed control over
Enercorp, Enercorp's efforts to subject all of its assets to foreclosure should
the Shareholder's nominees be elected to the board of directors, Enercorp's
continuing losses and dependence on investee companies over which Mr. Itin
acknowledeges control, all lead to the conclusion that Enercorp would be better
served by a board of directors not apparently beholden to Mr. Itin and his
affiliates, who can act independently in the best interests of all of Enercorp's
shareholders.

The Shareholder believes that Enercorp's incumbent directors and senior
management are accountable for the significant conflicts of interest, loss in
investment value, Enercorp's inability to pay its debts, excessive compensation
paid to its prior chief executive officer, lack of any revenues for management
services purportedly provided to the investee companies controlled by Mr. Itin,
and the overall unsatisfactory financial performance of Enercorp. The
Shareholder further believes that the Removable Directors bear responsibility
for allowing Enercorp's senior management to convert previously unsecured debt
into debt collateralized by Enercorp's assets, to erode Enercorp's equity, and
failing to propose or complete a plan for the satisfaction of Enercorp's
liabilities or to provide for an increase in shareholder value. Most Forms
10-QSB and Forms 10-KSB filed on or after October 8, 2002, have stated in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that there are "no terms" as to how to fund current operations. In
each such filing, management has repeated essentially the same mantra: "[t]he
Registrant's current plan is to bring in other investors, borrow against
collateral or sell a portion of its security holdings." In the most recent

filings, Enercorp blames the Shareholder's request for a fair shareholders'
meeting as the reason that Enercorp is in its poor financial situation, saying
that Enercorp's ability to secure financing "is expected to become viable
following the shareholders meeting adjournment."

The Shareholder's Objective.

The Shareholder's objective is to compose the Board with individuals who
are not unduly influenced by management and who do not have conflicts of
interest with the investee companies. The Shareholder believes that the best way
to restore confidence in Enercorp and turn around its fortunes is to replace the
Removable Directors with the New Directors, who in the opinion of the
Shareholder, have the judgment, experience and objectivity needed to produce
maximum value for Enercorp's shareholders and take actions that are in the best
interests of the shareholders, with proper independence from management and from
the investee companies. The Shareholder believes that the New Directors are
committed to addressing what is undisputedly Enercorp's disappointing operating
results and share price performance over more than the past two years. Although
Enercorp's stock price has increased since the resignation of Mr. Itin in
September 2003, as previously stated, tolerance for management missteps and ties
to Mr. Itin's affiliate companies continue to plague the Removable Directors'
decision-making process. There can, of course, be no assurance that any damage
already done to Enercorp can be repaired.

If the Proposals set forth herein are adopted at the Annual Meeting, the
new Board will consist of three members and will satisfy the "independence"
requirements under the Investment Company Act. The Shareholder strongly believes
that time is of the essence and that the shareholders cannot afford to wait for
Enercorp's incumbent management to reverse course or the Removable Directors to
forge a plan to increase shareholder value. Furthermore, the Shareholder
believes that, given the conflicts of interest, Mr. Itin's apparent undisclosed
control, and the unprofessional relationship between Enercorp and the investee
companies, Enercorp's incumbent management and the Removable Directors are
unlikely to benefit Enercorp.

In the opinion of the Shareholder, the New Directors will be strong
advocates for advancing shareholder interests, implementing operating
improvements, promoting board independence, corporate governance and management
accountability and maximizing shareholder value. Specifically, subject to the
exercise of their fiduciary duties, the Shareholder believes that the New
Directors will promote a platform in the boardroom that includes:

o maximizing shareholder value;
o adopting a policy of greater communication between Enercorp and
its shareholders and improving corporate governance; o focusing
closely on financial performance, with a thorough assessment of
Enercorp's operations, investment policies, holdings in investee
companies, diversification of investment, and business model;
o thoroughly assessing Enercorp's past activities and determine
whether any persons previously associated with Enercorp as an
officer, director, or employee breached any fiduciary duties or
otherwise might have any liability to Enercorp; and

o determining the need for, and obtaining, capital from third
parties necessary for Enercorp's expansion and business
operations.

The New Directors will also investigate the activities of the Removable
Directors and management that was under the control of the Removable Directors.
If required, the New Directors intend to hire fraud examiners to review the
financial transactions of Enercorp and determine whether payments to Mr. Itin
and his affiliated entities were appropriate, to determine whether transactions
completed by Enercorp in an apparent effort to frustrate the Shareholder's proxy
contest were valid and reasonable, and to determine whether action should be
taken against any or all of the Removable Directors or other persons.

It will also be the Shareholder's goal to provide (through Enercorp and its
directors) greater transparency, to diversify Enercorp's shareholdings, to
attract new capital, to retain Enercorp's structure as a business development
company, and to adopt a compensation structure that encourages performance,
rather than simply the goal of depleting Enercorp's assets for no apparent
corporate benefit. The Shareholder believes that the other New Directors share
his vision and goals for Enercorp.

Of course, the Shareholder's ability to accomplish this program will
depend, to some extent, on the financial condition that the Removable Directors
leave Enercorp. Currently there is a past due debt to certain persons that is
[apparently] secured by all of Enercorp's assets. The New Directors, when
elected, will review the validity of those claims as well as the exercise by the
Removable Directors of their fiduciary responsibility in incurring such debt,
and the New Directors will attempt to take other actions to protect Enercorp and
its assets and value for all shareholders.

The Shareholder's Platform

The Shareholder is focused on the goal of maximizing shareholder value
which will be shared proportionately among all shareholders. For the reasons
stated above, the Shareholder thinks that it is imperative that the shareholders
replace the leadership of the Board in order to achieve this goal by appointing
the New Directors who, in the opinion of the Shareholder, possess extraordinary
experience, independence and integrity, have the necessary financial and
business acumen to meet the challenges facing Enercorp in the future, will
champion initiatives to improve corporate democracy and will oppose any conduct
that furthers the personal benefits of management at the expense of the
shareholders. The New Directors intend to pursue these goals, subject to the
exercise of each director's fiduciary duties.

PROPOSAL 1

ALTERNATIVE SLATE OF DIRECTOR NOMINEES

As an alternative to the incumbent board's slate of director nominees for
the election of directors at the Annual Meeting, we propose the following
nominees:

George Burmann
Robert L. Abbassi
Woodrow W. Hall II

The person named as "proxy" in the BLUE proxy sheet will vote the shares
represented by all valid returned proxies in accordance with the specifications
of the shareholders returning such proxies. Executed but unmarked proxies will
be voted FOR the nominees named above. If at the time of the Annual Meeting any
of the nominees named above should be unable to serve (which event is not
expected to occur), the discretionary authority provided in the proxy will be
exercised to vote for such substitute nominee or nominees, if any, as shall be
designated by the Shareholder.

Information about our Nominees, the "New Directors"

The following table sets forth information regarding the ownership of
Enercorp common stock as of the Record Date by each nominee for director and
each person the New Directors propose to appoint as an executive officer. When
you return the BLUE proxy sheet, you will be voting for our nominees to serve as
directors unless you appropriately indicate otherwise.

Proposed New Director Age Class of Stock Beneficial Ownership
--------------------- --- -------------- --------------------
Number of Shares Percent of Total
---------------- ----------------

George Burmann(1) 46 Common 45,500 6.5%
5307 Forest Breeze Ct.
St. Cloud, FL 34771

Robert L. Abbassi 40 Common -0- -0-

Woodrow W. Hall II 60 Common -0- -0-

(1) As of the date of this Proxy Statement, the Shareholder is the
beneficial owner of an aggregate of 45,500 shares of Common Stock,
which represents approximately 6.5% of the issued and outstanding
shares of Common Stock (based on 695,897 shares outstanding as
publicly disclosed by Enercorp in Form 10-QSB filed with the
Securities and Exchange Commission (the "SEC") for the quarter ended
September 30, 2004). Mr. Burmann has sole voting and sole dispositive
power with respect to 12,500 shares of common stock. The reporting
person has shared voting and dispositive power with respect to 33,000
shares of common stock of Enercorp, Inc., which shares are held by his
wife, Dana Burmann.

Mr. Burmann was born and raised in Germany where he completed a full, 2 1/2
year apprenticeship with a German bank and graduated to an investment advisor in
Germany. Mr. Burmann served for two years at the regional NATO Central Army
Group headquarters in Mannheim, Germany in the military police force. He then
married and moved to the United States in 1984. Since that time, Mr. Burmann has
been engaged in the financial services industry as a registered series 7

stockbroker, series 24 principal, and series 4 options principal. Mr. Burmann
operates an independent brokerage office in Orlando, Florida, serving individual
customers in the United States and abroad through Corporate Securities Group,
J.S. Genesis, First Union Financial, and since February 2000, GunnAllen
Financial. Mr. Burmann served as a director of Enercorp from September 2001 to
November 2001, when he resigned. His acceptance of a position on the board was
made in connection with the terms of a financing plan entered into with an
investment group (the "Wen Group") and approved by Enercorp's then-board of
directors (not including Mr. Burmann) in the Fall of 2001. The Wen Group
withdrew from the financing plan due to actions taken by Mr. Itin, and the
Shareholder's resignation was precipitated by the withdrawal of the Wen Group.
During the period that Mr. Burmann was a director of Enercorp, he had no
authority to act, and did not act on behalf of Enercorp except as a voting
member of the board of directors; during that entire period Mr. Itin was
chairman of and controlled Enercorp.

Since he was introduced to Enercorp in 1999, Mr. Burmann has attempted to
assist Enercorp and its management through financing opportunities. At Mr.
Itin's request, Mr. Burmann participated directly in a private placement to
facilitate the acquisition of Pro-Golf International (purportedly the second
largest off-course golf store franchisee in the United States). In September
2001, Mr. Burmann introduced Mr. Itin to the Wen Group which (as reported in
Enercorp's June 30, 2002 Form 10-KSB) committed to invest more than $3,000,000
in Enercorp by February 2002, and made an initial investment of $300,000 in
September 2001 pursuant to an agreement signed by Mr. Itin on behalf of
Enercorp. Because the Wen Group believed that Enercorp breached significant
representations and warranties that Enercorp made to it, the Wen Group rescinded
the transaction in November 2001 and negotiated an agreement for rescission that
was signed by Mr. Itin. During that two-month period of time, Mr. Burmann served
as a director of Enercorp. As an indication of the importance of the Wen Group
financing referred to Enercorp by Mr. Burmann (but which was rescinded as a
result of Enercorp's breaches), Enercorp's Form 10-KSB for June 30, 2002, stated
that "for the years ended June 30, 2001, and June 30, 2002, the Company's cash
flow was dependent primarily upon cash received from the Wen group [among other
things]."

Mr. Burmann intends to assume a role as a director and (if appointed by the
New Directors) the chief executive officer of Enercorp in the event the
proposals set forth herein are adopted by the shareholders at the Annual
Meeting.

Robert L. Abbassi is manager of Bits International, Inc., a computer
wholesale - resale operation located in central Florida. He has been employed by
Bits International since 1998. His duties include marketing, guiding the
day-to-day operations of the business, and managing and training personnel.
Before 1998, Mr. Abbassi was involved in the development and marketing of
several companies in the medical equipment, game, and amusement fields in the
state of Florida. Mr. Abbassi is actively involved in community work and serves
as a director for the architectural review board for a homeowners association.
Born in the United States, Mr. Abbassi was raised and educated in Germany and
returned to the United States in the late 1980's.

Woodrow W. Hall II is a veteran of the United States Air Force, serving 26
years and retiring in 1989 as a Chief Master Sergeant. During his Air Force
career, Mr. Hall became an expert in the design, development, and implementation
of aerospace training systems. At retirement, Mr. Hall had 85 people serving

under his leadership and had indirect oversight over 2,400 individuals. Mr. Hall
is a graduate of Southern Illinois University at Carbondale where he received a
bachelor's of science degree in education, with honors. In 1989 Mr. Hall was
recruited by Hughes Aircraft Company to become their test and evaluation manager
on a $158 million aviation training program. In 1993, Mr. Hall became a test
director on another Hughes project (classified "Top Secret") with over 115
people. Hughes Aircraft promoted him to Aviation Business Development Manager in
1995 and to Program Manager of Aviation Maintenance Training in 1996. In 1997,
Raytheon Corporation purchased Hughes Aircraft. In 2000, Mr. Hall was assigned
by Raytheon to manage a contract at a General Motors plant - General Motors'
launch of its new Colorado and Canyon pick-up trucks. During that project, Mr.
Hall and his staff had the responsibility for the design and development of all
training materials and for the training of more than 2,500 people. Mr. Hall left
Raytheon in March 2004 and became an independent contractor selling insurance.
Mr. Hall is currently a field representative for the Woodmen of the World
Insurance Society. He currently has no beneficial ownership in Enercorp
securities and is not a director of any other corporation with securities
registered under the 1934 Act.

Should the shareholders elect the New Directors to the Board, the New
Directors have expressed their intention to appoint Donald E. Johnson (68 years
old) as chief financial officer for Enercorp. Mr. Johnson was chief financial
officer and a director of Broadleaf Capital Partners, a California-based
business development corporation from December 2000 until 2002. In that
capacity, Mr. Johnson supervised all SEC reporting and accounting functions, and
worked with emerging growth companies to improve management. From June 1998
until November 2000, Mr. Johnson was Chief Financial Officer and director of PCC
Group, Inc., a publicly- reporting company. On November 7, 2000, the Superior
Court of Los Angeles County, California issued an order appointing a receiver to
take control of PCC Group in an action brought against PCC Group (and others) by
Imperial Bank because PCC Group was unable to repay its credit facility.
According to the Form 8-K filed by PCC Group reporting the receivership, it
appears that four of PCC Group's customers (related entities but not related to
PCC Group) purchased about $4.6 million of product from PCC Group and paid for
that product with checks that (when deposited) were returned to PCC Group for
insufficient funds. These `bounced checks' created a cash shortfall for PCC
Group which resulted in PCC Group's default under its line of credit and the
appointment of the receiver. Currently PCC Group is suspended as a corporation
under California law, has not filed any reports under the 1934 Act since
November 7, 2000, and has not been engaged in business since the appointment of
the receiver. From May 1994 until joining PCC Group in 1998, Mr. Johnson was a
financial consultant and worked for various companies. Previously, Mr. Johnson
worked for various companies in the aerospace and other industries as a chief
financial officer and in other financial capacities. Mr. Johnson earned his
bachelor's of science degree from California State University and (in 1959) his
Master's of Business Administration from Pepperdine University.

Other than the proposals set forth in this proxy statement for the election
of the New Directors, the Shareholder knows of no arrangement, the operation of
which may, at a subsequent date, result in a change in control of Enercorp.

Each of the New Directors is a citizen of the United States, with the
exception of the Shareholder, who is a citizen of Germany and is a legal
resident in the United States.

Certain Relationships and Related Transactions

The Shareholder beneficially owns 45,500 shares of Enercorp Common Stock.
The other nominees to become New Directors own common stock of Enercorp as
described in the preceding table. Except as described in the preceding table, to
the best knowledge of the Shareholder, none of

o the other New Directors,
o the persons participating in this Proxy Solicitation on behalf of the
Shareholder or
o with respect to items (i), (vii) and (viii) of this paragraph, any
associate (within the meaning of Rule 14a-1 of the 1934 Act) of the
foregoing persons:

(i) owns beneficially, directly or indirectly, any securities of
Enercorp,
(ii) owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Enercorp,
(iii) owns any securities of Enercorp of record but not beneficially,
(iv) has purchased or sold any securities of Enercorp within the past
two years,
(v) has incurred indebtedness for the purpose of acquiring or holding
securities of Enercorp,
(vi) is or has within the past year been a party to any contract,
arrangement or understanding with respect to any securities of
Enercorp,
(vii) since the beginning of Enercorp's last fiscal year has been
indebted to Enercorp or any of its subsidiaries in excess of
$60,000 or
(viii) has any arrangement or understanding with respect to future
employment by Enercorp or with respect to any future transactions
to which Enercorp or any of its affiliates will or may be a
party.

In addition, except as set forth in this Proxy Statement, to the best
knowledge of the Shareholder, none of the New Directors, any of the persons
participating in this Proxy Solicitation on behalf of the Shareholder, the New
Directors and any associates of the foregoing persons, has had or is to have a
direct or indirect material interest in any transaction or proposed transaction
with Enercorp in which the amount involved exceeds $60,000, since the beginning
of Enercorp's last fiscal year.

Except as set forth in this Proxy Statement, to the best knowledge of the
Shareholder, none of New Directors, since the beginning of Enercorp's last
fiscal year, has been affiliated with

(i) any entity that made or received, or during Enercorp's current fiscal
year proposes to make or receive, payments to or from Enercorp or its
subsidiaries for property or services in excess of five percent of either
Enercorp's or such entity's consolidated gross revenues for its last full
fiscal year, or

(ii) any entity to which Enercorp or its subsidiaries were indebted at the
end of Enercorp's last full fiscal year in an aggregate amount exceeding
five percent of Enercorp's total consolidated assets at the end of such
year. None of the New Directors are, or during Enercorp's last fiscal year
has been affiliated with, any law or investment banking firm that has
performed or proposes to perform services for Enercorp.

To the best knowledge of the Shareholder, the New Directors do not hold any
position or office with Enercorp, have any family relationship with any
executive officer or director of Enercorp, or have been involved in any
proceedings, legal or otherwise, of the type required to be disclosed by the
rules governing this solicitation.

Each of the New Directors has consented to being named herein to fill the
vacancies on the Board (if Proposal One is adopted at the Annual Meeting) and
has agreed to stand for election as a director at the next annual meeting of
shareholders.

Although the Shareholder has no reason to believe that any of the New
Directors will be unable to serve as a director, if any New Director is not
available to serve, the Shareholder expects that the remaining New Directors,
upon taking office, will fill the vacancy with an individual willing to consider
and implement the Shareholder's proposals to maximize shareholder value.

Involvement in Certain Legal Proceedings

Based on information submitted by the New Directors, none of the New
Directors is involved in, or has been involved in, legal proceedings during the
past five years that are material to an evaluation of the ability or integrity
of any director.

OTHER MATTERS

Proxy Solicitation

This proxy solicitation is being made by the Shareholder and not on behalf
of the Board or management of Enercorp.

Proxy Solicitation Costs

The Shareholder has borne, and will continue to bear, the costs associated
with his solicitation of proxies, although he may ask the Enercorp board of
directors to reimburse him for some or all of the costs following the completion
of the Annual Meeting. If the Shareholder is then a director of Enercorp, he
will not participate in the deliberations of the board in determining whether to
reimburse any portion of the costs he incurred.

The Shareholder may pay brokers, nominees, fiduciaries, or other custodians
their reasonable expenses for sending proxy material to, and obtaining
instructions from, persons for whom they hold stock of Enercorp. The Shareholder

expects to solicit proxies by mail, but other employees of the Shareholder may
also solicit in person, by telephone, by telegraph or by mail.

Revocability of Proxies

If you give the Shareholder a proxy, you may revoke the proxy at any time
before it is voted. You may do so:

o by giving notice to the Shareholder of your revocation; or
o by submitting a new proxy to the Shareholder; or
o by attending the Annual Meeting and voting in person.

In accordance with Colorado law, the Shareholder and his duly authorized
agents will ensure that all properly executed and unrevoked proxies received in
time are voted in accordance with the instructions of the beneficial owners.

The Annual Meeting

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES OF COMMON STOCK YOU
OWN. THE SHAREHOLDER URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD PROMPTLY IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH BELOW.

PLEASE DO NOT SIGN ANY PROXY CARD YOU MAY RECEIVE FROM ENERCORP OR THE REMOVABLE
DIRECTORS.

Please mark, sign and date the enclosed BLUE proxy sheet and return it to
George Burmann, 5307 Forest Breeze Court, St. Cloud, FL 34771, in the enclosed
envelope whether or not you plan to attend the Annual Meeting. If you need
assistance voting your shares of common stock, please call the Shareholder at
(800) 393-4150. Only your last dated and signed proxy card will count.

Available Information

If you have any questions concerning this Proxy Statement, would like to
request additional copies of this Proxy Statement or need help voting your
shares, please contact the Shareholder at (800) 393-4150.

Information Regarding Enercorp

The information concerning Enercorp contained in this Proxy Statement has
been taken from or is based upon documents and records on file with the SEC and
other publicly available information. The Shareholder has no knowledge that
would indicate that statements relating to Enercorp contained in this Proxy
Statement in reliance upon publicly available information are inaccurate or
incomplete.

Blue Proxy Sheet
PROXY SHEET FOR ANNUAL MEETING
OF THE SHAREHOLDERS OF ENERCORP, INC.
SOLICITED BY GEORGE BURMANN

ANNUAL MEETING OF SHAREHOLDERS
February 1, 2005

The undersigned shareholder of Enercorp, Inc. (the "Company") hereby appoints
George Burmann, with full power of substitution, as proxy to cast all votes that
the undersigned shareholder is entitled to cast at the meeting of shareholders
(the "Annual Meeting") to be held at 9:00 a.m. local time on February 1, 2005,
at 32751 Middlebelt Road, Suite B, Farmington Hills, Michigan 48334, and at any
adjournments or postponements thereof, upon the following matters. The persons
named above are hereby authorized to vote upon such other business as may
properly come before the Annual Meeting and any adjournments or postponements
thereof. The proxies may exercise discretionary authority only as to matters
unknown to Mr. Burmann a reasonable time before their proxy solicitation. The
undersigned shareholder hereby revokes any proxy or proxies heretofore given.

PLEASE MARK VOTES AS IN THIS EXAMPLE: |X|

MR. BURMANN RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW, A VOTE "FOR"
PROPOSAL NO. 2, AND A VOTE AGAINST PROPOSAL NO. 3.

For all With- For All
nominees hold Except
listed
1. To elect three directors to serve |_| |_| |_|
until the next annual meeting of
stockholders or until his or her
successor has been duly elected
and qualified or until his or her
earlier resignation or removal.

Nominees: George Burmann
Robert L. Abbassi
Woodrow W. Hall II

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write the name of the nominee(s) in the space provided
below.

2. Management's proposal to amend the articles of incorporation of Enercorp
(described in management's proxy statement)

For Against Abstain
|_| |_| |_|

3. Management's proposal to decertify Enercorp as a business development
company under the Investment Company Act of 1940.

For Against Abstain
|_| |_| |_|

-----------------------
Date
Please be sure to sign and date this proxy.

--------------------------------------------------------------------------------

Shareholder sign above

--------------------------------------------------------------------------------
Co-holder (if any) sign above

--------------------------------------------------------------------------------

Sign, date and mail BLUE proxy sheet in postage paid envelope

ENERCORP, INC. SHAREHOLDERS' MEETING

SOLICITED BY GEORGE BURMANN
--------------------------------------------------------------------------------

This proxy will be voted as directed by the above signed shareholder. Unless
contrary instructions are given, this proxy will be voted FOR items one and two,
AGAINST item three, and in accordance with the determination of the Concerned
Shareholders as to any other matters. The above signed shareholder hereby
acknowledges receipt of the Proxy Statement of George Burmann.

Please date and sign exactly as your name(s) appear(s) hereon. Each executor,
administrator, trustee, guardian, attorney-in-fact, and any other fiduciary
should sign and indicate his or her full title. When stock has been issued in
the name of two or more persons, all should sign.

If you receive more than one BLUE proxy card, please sign and return all
BLUE cards in the accompanying envelope.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY SHEET TODAY

Please return your card directly to George Burmann, 5307 Forest Breeze Court,
St. Cloud, FL 34771.