Agreement
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This Agreement is by and between ZiaSun Technologies, Inc. ("ZiaSun") and
XxXxxxx Enterprises LLC ("MKE") the sole members of MKZ Fund, LLC (MKZ) and sets
forth the agreement by and between MKE and ZiaSun that the total capital
commitment of ZiaSun pursuant to the Venture Fund Agreement dated July 3, 2000,
be capped as set forth herein.
As of the date of this Agreement, ZiaSun has infused $7.5 million in cash
and no shares of ZiaSun stock into MKZ, of which $5.6 million has been invested
directly into the XxXxxxx Venture Accelerator, LLC, (MVA) by MKZ.
Wherefore, it is explicitly agreed by all of the Parties that ZiaSun's
total capital commitment and funding of MKZ will be capped at $9,150,000, and
other than the sum of $1,650,000, to be infused as follows, ZiaSun shall have no
further obligation of any type whatsoever to provide any further funding to MKZ.
1. $250,000 in cash to be paid to MKZ by ZiaSun, upon execution of this
Agreement; and
2. $1.4 million which remains an obligation of ZiaSun to MKZ.
Further, section 3 of the Venture Fund Agreement between ZiaSun and MKZ
shall be amended to reflect that except for tax distributions, all distributions
resulting from liquidity events in MKZ investments will first be paid to ZiaSun
until 100% of its investments and/or equity stubs have been recovered.
Thereafter, all distributions of monies in excess of the amount invested will be
paid 60% to ZiaSun, or its assignees, and 40% to the XxXxxxx Group or its
assignees. This reflects the current arrangement for profit distribution as set
forth in Section 3 of the Venture Fund Agreement.
This agreement is binding and may not be amended or terminated without the
written approval of all Parties.
All other terms and conditions of the Business Agreement dated April 20,
2000, and the Venture Fund Agreement dated July 3, 2000, shall remain in full
force and effect.
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall constitute
an original of this Agreement.
ZiaSun Technologies, Inc.
Dated: April 13, 2001 /S/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
Its: President and COO
Dated: April 13, 2001 /S/ D. Xxxxx Xxxxx
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By: D. Xxxxx Xxxxx
Its: CEO & Chairman of the Board
XxXxxxx Enterprises LLC
Dated: April 13, 2001 /S/ Xxxxxxxx Xxxx
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By: Xxxxxxxx Xxxx
Its: Managing Partner