Exhibit 1.1 Agreement Membership Interest Purchase Agreement

1.

Purchase. Z3E shall purchase the Membership Interest, and Glisky shall sell the Membership Interest, effective as of the date of this Agreement.

2.

Purchase Price and Payment. The purchase price of the Membership Interest is EIGHT MILLION DOLLARS ($8,000,000.00) payable by issuance of One Million Nine Hundred and Twenty Thousand (1,920,000) Shares of Z3E Rule 144 Common Stock.  The Closing shall take place on or before Thursday, September 30, 2010 at the law offices of Stefani & Stefani or at such other location as shall be mutually agreeable to the Glisky and Z3E.

3.

Option to Reacquire.  The Parties agree that upon completion of the acquisition, HHCCP shall operate as a wholly owned subsidiary of Z3E, including but not limited to Z3E’s management of the assets of the entity. Z3E grants Glisky the option to reacquire all but not less than all of the Membership Interest exercisable anytime within twelve (12) months from the Effective Date at price equal to the greater of the fair market value of HHCCP’s then existing assets or Eight Million and 00/100 ($8,000,000.00) Dollars.

 

Glisky shall have the right to pay any part of the purchase price with common stock issued under this Agreement at its then current fair market value as agreed upon by Glisky and Z3E at such time.

4.

Glisky’s Representations and Warranties.

5.

Z3E’s Representations and Warranties.

Arbitration. The parties agree and stipulate that all claims, disputes, and other matters in question arising out of or relating to this agreement or breach thereof that cannot be resolved in good faith negotiations will be decided by arbitration in accordance with the Federal Arbitration Act (9 U.S.C.§§10 and 11) and the

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Commercial Arbitration Rules of the American Arbitration Association subject to the prevailing law of any court having jurisdiction.

Disclosure of Information.  The Parties shall maintain in strict secrecy and confidence any information of any kind, nature or description concerning any matter affecting or relating to the business of the other party including, without limitation, the names of personnel, or the financial affairs of the other, or any other information of, or concerning the business of either party, its manner of operations, its plans, or other data of any kind, nature or description.  The Parties agree the they shall not, unless first authorized in writing by the other Party, disclose to, or use for either Party’s benefit or for the benefit of any person, firm, corporation or entity, any information obtained by either Party in connection with or on behalf of t he other Party, except as required in the performance the items included in this Agreement and in compliance with regulations of the Securities and Exchange Commission or other governing body.

Phoenix Productions Entertainment Group Agreement.  Notwithstanding anything to the contrary contained in this Agreement, Glisky shall only be bound by this Agreement if the transactions contemplated under a certain agreement between Glisky and Phoenix Productions Entertainment Group LLC, of even date hereof, are consummated

Indemnification by the Parties.  Each party shall indemnify the other and their affiliates and respective officers, directors, employees, stockholders, agents and representatives against, and defend and hold them harmless from, any loss, liability, claim, judgment, settlement, award, penalty, damage, cost or expense (including reasonable attorneys’ fees and expenses) as incurred, for or on account of or arising from or in connection with or otherwise with respect to this agreement.

Informed, Voluntary Execution of Agreement. The undersigned signatories to this Agreement acknowledge and affirm that the fully understand their obligations with respect to this Agreement; that they have had adequate time and opportunity to consult with legal counsel of their choice prior to the execution of this Agreement; that they are fully informed in the premises; and that each has executed this Agreement freely and voluntarily, without reservation or exception.

Confirmation of Authorization of Parties' Signatories.  The undersigned signatories to this Contract acknowledge and affirm that they are duly authorized signatories and have full legal capacity to initiate and execute all legal obligations arising from this Agreement. The signatories, whose endorsements appear herein respectively, hereby represent that they each are acting with full corporate authority, and with full knowledge and at the direction of the officers and/or Board of Directors of their respective companies.

Execution of Contract in Counterparts; Facsimile Copies Acceptable. This Agreement shall be bound and sealed, each and every page shall be initialed, and the signatures of the Parties' duly authorized representatives shall be affixed as indicated below. The Parties stipulate and agree that this Agreement may be signed in counterparts, duly initialed and executed by each Party as set forth above. When each counterpart, duly initialed and executed, and delivery thereof has been made to each Party respectively, this

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Agreement shall then be considered to be an original, binding agreement between The Parties, whether received in hand, delivered by mail or courier, or transmitted via electronic facsimile transmission. The Parties further stipulate and agree that duly executed electronic facsimile transmission copies shall be acceptable and shall be considered to be as valid, legal and binding upon The Parties as the originals thereof.

Modification.  This is the final expression of the agreement of the parties. All representations and negotiations are merged into this Agreement. This Agreement may only be amended by a writing signed by all parties hereto.

Governing Law.  This Agreement shall be governed and interpreted under the law of Nevada. If a provision shall be held to be unenforceable, it shall not affect the other provisions of this Agreement.