LETTER OF
AGREEMENT
Whereas, the
parties, Z3 Enterprises, Inc. a publicly traded corporation
organized under the laws of the State of Nevada (hereinafter
referred to as Z3E) or its assignee and Usee, Inc., a corporation
organized under the laws of the State of Texas and Usee CA, Inc., a
corporation organized under the laws of the State of California
(herein after jointly referred to as USEE) desire to enter into an
agreement the sale of USEE to Z3 Enterprises, Inc. Upon completion
of the acquisition, USEE shall operate as a wholly owned subsidiary
of Z3E.
The following
outlines the terms of the agreement for acquisition of
USEE. The agreement is contingent upon the completion of
an auditor’s review of this transaction related to the assets
herein by the independent auditors of Z3E.
WHEREAS, the
Board of Directors of Z3 Enterprises, Inc. (Z3E), acting in the
best interests of the Corporation, desire to acquire One Hundred
Percent (100%) ownership of the asset identified in Exhibit
A as “USEE” in the manner identified
below;
WHEREAS, the
Board of Directors of Usee, Inc. and Usee Ca., Inc. (USEE), acting
in the best interests of its entity(s) desires to sell One Hundred
Percent (100%) ownership of the asset identified as the
“USEE” in Exhibit A in the manner identified
below;
The parties
agree to the following:
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The Board of
Directors of the Z3 Enterprises, Inc. acting in the best interests
of the Corporation, agrees to purchase one hundred percent 100% of
the issued and outstanding shares of USEE for ONE HUNDRED AND FIVE
MILLION DOLLARS ($105,000,000.00). Payment shall be made as
follows: USEE shall receive Ten Million Five Hundred Thousand
(10,500,000) Shares of the Z3E, contingent upon an independent
auditor’s review of this transaction and acceptance of this
transaction by the Shareholders of Z3E;
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The Boards of
USEE acting in the best interests of each corporation individually
and jointly agree to accept as payment f
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