VOTING TRUST AGREEMENT
This Agreement made and entered into this 17th day of April, 2000, by and
between Enter Tech Corporation ("ENTR"), a Nevada corporation, the holders of
all of the preferred shares of ENTR (the "Shareholders"), and Xxx Xxxxxxx (the
"Trustee").
WITNESSETH
A. Recitals
1. ENTR has Five Million (5,000,000) convertible preferred shares issued
and outstanding. All of such shares are held of record by the Shareholders.
2. For the purposes of making a consolidated sale and/or exchange of said
preferred shares the Shareholders have agreed to enter into this Voting Trust
Agreement and have designated Xx. Xxx Xxxxxxx, CEO of Enter Tech Corporation, as
the Trustee for that purpose.
NOW, THEREFORE IT IS AGREED
B. Terms and Conditions
1. The Shareholders, simultaneously with the execution of this Agreement,
shall sign and deliver their share certificates to the Trustee who shall cause
the shares represented thereby to be transferred to him as Voting Trustee, on
the books of ENTR.
2. The Voting Trustee hereby created shall continue for a period of Three
years from the date hereof. Throughout such period the Trustee shall have the
exclusive right to vote upon such shares or to give written consent in lieu of
voting thereon, subject to any limitation on the right to vote contained in the
Articles of Incorporation or any other certificate filed pursuant to law, in
person or by proxy in all meetings of ENTR shareholders, and in all proceedings
wherein the vote or written consent of shareholders may be required or
authorized by law.
3. The Trustee shall issue and deliver to each of the Shareholders or to
such Shareholder's nominee, certificates for the number of shares transferred by
him to the Trustee in a form substantially as follows and attached as "Exhibit
A".
4. At the expiration of the term of the Trust hereby created, the Trustee
shall, upon surrender of the trust certificates, deliver to the holders thereof
shares of preferred stock or an agreed upon substitution therefor, of ENTER TECH
CORPORATION equivalent in amount to the shares represented by the trust
certificates surrendered provided all terms of the Preferred Series A Stock
Agreement have been met.
5. The Trustee shall use his judgment in voting upon the preferred shares
held by him, but shall not be liable for the consequences of any vote cast or
consent given by him in good faith and the absence of gross negligence.
In Witness Whereof the parties have signed this Agreement of the the first day
and year set forth hereinabove.
/s/ Xxx Xxxxxxx /s/ D. Xxxxxxx Xxxxxx
------------------------------- ------------------------------------
Xxx Xxxxxxx, Trustee SHAREHOLDER
/s/ Xxx Xxxxxxx
------------------------------------
SHAREHOLDER
/s/ Xxxx Xxxxxx
------------------------------------
SHAREHOLDER
