TERMINATION OF SHAREHOLDER VOTING AGREEMENT AND TERMINATION OF PROXY
WHEREAS, the record owners of shares of common stock of Sunrise
Resources, Inc., a Minnesota corporation (the "Company"), that are listed on
Exhibit A hereto (the "Shareholders") have entered into that certain Shareholder
Voting Agreement as of May 1, 1996 ("Agreement"); and
WHEREAS, under the Agreement, the Shareholders agreed to vote their
shares and take such other actions as Xxxxx X. Xxxx ("Xx. Xxxx") directs with
respect to the resolution of the Claims described in the Agreement; appointed
Xx. Xxxx as their agent with respect to all rights and powers of such
Shareholder arising in connection with the Claims; and appointed Xx. Xxxx as
each such Shareholders' proxy to vote the shares if such Shareholder failed to
vote such shares as Xx. Xxxx directed; and
WHEREAS, pursuant to paragraph 7 of the Agreement, the Agreement shall
terminate and cease to be effective upon a resolution of the Claims, as
determined by Xx. Xxxx, in his sole discretion; and
WHEREAS, as of this date, the arbitration proceedings with respect to
the Claims has been completed, subject only to the granting of an award with
respect thereto; and
WHEREAS, pursuant to that certain Proxy dated September 26, 1996, Xx.
Xxxx was appointed a proxy to vote 300,000 of the shares of the Company on
behalf of the Xxxxxxx X. Xxxx Trust, Xxxxxxx X. Xxxxxxx, Trustee ("Proxy"), and
Xx. Xxxx wishes to terminate the Proxy, effective immediately;
THEREFORE, pursuant to paragraph 7 of the Agreement, Xx. Xxxx hereby
determines that for purposes of the Agreement the completion of the arbitration
proceedings represents a resolution of the Claims and the Agreement is hereby
terminated and, as a result, any proxies in favor of Xx. Xxxx given under the
Agreement are hereby revoked;
FURTHER, the Proxy is hereby revoked and terminated, effective
immediately.
Dated: April 30, 1997 /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
