1
Exhibit 1
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("XXXX.XXX") and Alta Ltd.
("Alta") witnesses as follows:
RECITALS
WHEREAS XXXX.XXX is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of the
shares of Envision Development Corp. ("EDV") (the "Contribution Transaction");
And
WHEREAS after the Contribution Transaction the shares of EDV received are
to constitute all the material assets of XXXX.XXX; And
WHEREAS the Contribution Transaction is to be structured such that each
initial contributing party shall receive a pro rata portion of the shares of
XXXX.XXX such that a contributing party, although no longer direct owner of
EDV, shall have the same pecuniary interest in the shares of EDV after the
Contribution Transaction as prior to the Contribution Transaction; And
WHEREAS, Alta (the "Contributing Party") desires to exchange an interest
it owns in EDV (the "Contributed Shares") as a part of the Contribution
Transaction in exchange for an interest in XXXX.XXX, which shall leave the
Contributing Party's pecuniary position in EDV the same both before and after
the exchange so that as to the Contributing Party there is no change in
pecuniary position immediately before or after the transaction on the effective
date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
AGREEMENT
1. CONTRIBUTIONS. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 1,745,567 shares of EDV to XXXX.XXX
in exchange for which XXXX.XXX agrees to accept any margin debt relating
to these shares and to issue to Contributing Party 16,538,586 shares of
XXXX.XXX Preferred A Stock, which as of the effective date shall not
change the Contributing Party's pecuniary interest in EDV. This
contribution is subject to approval by the Board of Directors of EDV that
they shall approve transfer of voting rights to XXXX.XXX on these shares,
pursuant to Florida law relative to EDV.
2. CONTRIBUTING PARTY'S REPRESENTATIONS AND WARRANTIES. The Contributing
Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right
and authority to transfer the same to XXXX.XXX in exchange for an
interest in XXXX.XXX, so that the Contributing Party's pecuniary
interest in EDV immediately after the transfer is equivalent to its
pecuniary interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangement to, and at
its expense, shall obtain any and all corporate, contractual,
state, federal and any other legal authority necessary to transfer
the Contributed Shares to XXXX.XXX.
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2.3 It either has executed and delivered or shall execute and deliver all
assignments, requests and documents, and otherwise take all other
action necessary to transfer the Contributed Shares to XXXX.XXX on
the books of EDV.
3. XXXX.XXX'S AGREEMENT TO COMPLY WITH ALL APPLICABLE LAWS AND RESTRICTIONS.
XXXX.XXX covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 XXXX.XXX further covenants and agrees that it shall adhere to any and
all covenants and restrictions in connection with the Contributed
Shares, and that it shall hold the Contributed Shares as required
under Rule 144.
3.3 The shares XXXX.XXX shall issue in exchange for EDV constitute, as to
Contributing Party, an equivalent pecuniary interest with respect to
EDV as Contributing Party had prior to the contribution.
4. EFFECTIVE DATE. The Effective Date of this transaction is January 20, 2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc. ALTA LTD.
By /s/ Xxx X. Xxxxx By /s/ Xxxxx Xxxxxxx
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Xxx X. Xxxxx, Secretary Xxxxx Xxxxxxx, Director
