THIS CONTRIBUTION AGREEMENT ("Agreement") is entered into effective this 3rd day of January, 2000,
by and between DRYDEN INDUSTRIES, INC., a Utah corporation, in good standing, with offices at 22 S.
Links Ave. #204, Sarasota, FL 34236 ("Buyer") and each of the undersigned partners (the "Partners") of VISTA
PHOTOGRAPHIC & VIDEO GROUP, LTD., a Texas limited partnership, in good standing, with offices at
4505 Ratliff Lane Dallas, TX 75248 (the "Partnership"), based on the following:
A. The Partnership is a business with assets which include (i) a going- concern business in the video production
and Internet media streaming industries, (ii) video production equipment, (iii) customer accounts and relationships
with respect to the foregoing business, (iv) office furniture and fixtures, and (v) certain cash and accounts
receivable as per Schedule
1.01 (the "Assets").
B. Each of the Partners desires to contribute his entire respective ownership interest (the "Partnership Interest") in
the Partnership to Buyer in exchange for shares of the common stock, $0.001 par value, of Buyer (the "Common
Stock"), and other good and valuable consideration as set forth herein.
C. The Partners are the only partners of the Partnership, and no other person or entity has an interest in the
Partnership or in the respective Partnership Interests of the Partners.
D. The parties have reached an agreement as to the terms of the foregoing contribution of the Partnership
Interests and desire to set forth in this Agreement the details of those terms.
NOW THEREFORE, based on the above premises and in consideration of the mutual covenants,
representations, and warranties set forth below and the mutual benefits to be derived from the transactions
contemplated by this Agreement, it is agreed as follows:
CONTRIBUTION OF PARTNERSHIP INTERESTS, TERMINATION OF THE PARTNERSHIP,
AND CERTAIN RELATED MATTERS
Section 1.01 Contribution. In consideration for