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Exhibit 3
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("XXXX.XXX") and Dominion
Income Management Corp. Profit Sharing Plan ("Profit Sharing") 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, Profit Sharing (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 800,000 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 6,271,186 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. DOMINION INCOME MANAGEMENT
CORP. PROFIT SHARING PLAN
By /s/ Xxx X. Xxxxx By /s/ Xxxxxx X. Xxxxx
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Xxx X. Xxxxx, Secretary Xxxxxx X. Xxxxx, CEO
