Zeons Corporation (ZEON)

[500_and_Long]

ONYI has AS of 120,000,000 (SP COD yesterday .35) and will increase AS to 2 billion! Any and all Common Stock shall constitute "restricted securities" So it's not all bad!

ONYI shall tender to USSE a total distribution fee which shall be only for the exclusive distribution rights granted hereunder (the "Fee") of 900,000,000 shares of ONYI's common stock (the "ONYI Shares"). The ONYI Shares represent approximately ninety percent (90%) of ONYI's total issued and outstanding common stock on a fully diluted basis. USSE acknowledges that as of the date of this Agreement, ONYI has a total of 120,000,000 shares of common stock authorized of which 66,088,103 are issued and outstanding. Immediately upon execution of this Agreement, ONYI shall issue and deliver a total of 20,000,000 shares of common stock to USSE. ONYI shall also immediately take whatever corporate action or actions are required to increase its authorized common stock to 2,000,000,000 shares. Immediately upon the effectiveness of the increase in authorized shares, ONYI shall issue and deliver to USSE an additional 880,000,000 shares. Any and all Common Stock shall constitute "restricted securities" as such term is defined in Securities and Exchange Commission Rule 144 and shall bear a restrictive transfer legend on each certificate issued in connection with this Agreement, and shall not be subject to any securities registration rights except as more fully set forth below. ONYI shall at its sole cost and expense include such shares in the first

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registration statement pertaining to ONYI's securities filed by the ONYI with the United States Securities and Exchange Commission. The Common Stock shall be issued to USSE by ONYI within thirty (30) days following the effective date of this Agreement.