LEXON TECHNOLOGIES INC
SC 13D, 2000-02-24
BLANK CHECKS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                            LEXON Technologies, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   52977N 10 9
                                 (Cusip Number)

                                 ANTHONY PERINO
                              c/o Tope Corporation
           720 Plainfield Road, Suite 200, Willowbrook, Illinois 60521
           (Name, Address and Telephone Number of Person Authorized to
                        Receive Notes and Communications)

                                February 9, 2000
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [   ].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


<PAGE>   2
                                  SCHEDULE 13D

- -------------------------------------------------------------------------------
CUSIP NO. 52977N 10 9                    Page 2 of 6 Pages
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
 1    NAME OR REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Anthony Perino S.S.N.: ###-##-####
- -------------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                               (a)      [   ]
                                                               (b)      [   ]
- -------------------------------------------------------------------------------
 3    SEC USE ONLY

- -------------------------------------------------------------------------------
 4    SOURCE OF FUNDS*

          PF
- -------------------------------------------------------------------------------
 5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) or 2(e) [  ]

- -------------------------------------------------------------------------------
 6    CITIZENSHIP OR PLACE OF ORGANIZATION

            The United States of America
- -------------------------------------------------------------------------------
                                  7    Sole Voting Power       11,101,700
    NUMBER OF                    ----------------------------------------------
     SHARES                       8    Shared Voting Power              0
   BENEFICIALLY                  ----------------------------------------------
    OWNED BY                      9    Sole Dispositive Power   7,100,000
      EACH                       ----------------------------------------------
    REPORTING                     10   Shared Dispositive Power         0
     PERSON
      WITH
- -------------------------------------------------------------------------------
 11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         11,101,700
- -------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES* [    ]
- -------------------------------------------------------------------------------
 13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              62.9%
- -------------------------------------------------------------------------------
 14  TYPE OF PERSON REPORTING*

               IN
- -------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
- -------------------------------------------------------------------------------

<PAGE>   3

                                                               Page 3 of 6 pages


Item 1.  Security and Issuer.

         This Schedule 13-D, dated February 22, 2000, filed by Anthony Perino,
relates to the common stock, par value $.001 per share, of LEXON Technologies,
Inc., a Delaware corporation (the "Issuer" or "LEXON"). The principal executive
offices of the Issuer are located at 1401 Brook Drive, Downers Grove, Illinois
60515.

Item 2.  Identity and Background.

         This statement is being filed by Anthony Perino. His business address
is c/o Tope Corporation, 720 Plainfield Road, Suite 200, Willowbrook, Illinois
60521. Mr. Perino's principal occupation is as a private businessman and his
business is principally conducted through Tope Corporation, an Illinois
corporation.

         During the last five years, Mr. Perino has never been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Perino was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Perino is a citizen of the United
States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

         Under the terms of a Stock Purchase Agreement, dated February 9, 2000,
by and among LEXON, Steven J. Peskaitis and Mr. Perino, Mr. Perino acquired
(a) 1,000,000 shares of LEXON common stock from LEXON in exchange for $250,000
and (b) 2,000,000 shares of LEXON common stock from Steven J. Peskaitis in
exchange for $500. Mr. Perino used cash from personal reserves to fund his
acquisition of the shares of Lexon common stock.

         In addition, Mr. Perino acquired three Common Stock Purchase Warrants,
identified as A, B and C, respectively, for no cost. Warrant A is immediately
exercisable for 2,600,000 shares of Lexon common stock at an exercise price of
$0.25 per share and terminates on September 1, 2000. Warrant B is immediately
exercisable for 1,000,000 shares of Lexon common stock at an exercise price of
$0.25 per share and terminates on the earlier of February 9, 2001 or September
1, 2000 if Mr. Perino fails to fully exercise Warrant A prior to the expiration
thereof. Warrant C is immediately exercisable for 500,000 shares of Lexon common
stock at an exercise price of $0.50 per share and terminates on the earlier of
February 9, 2001 or September 1, 2000 if Mr. Perino fails to fully exercise
Warrant A or Warrant B prior to the expiration(s) thereof. Pursuant to an
accompanying Registration Rights Agreement, each of Warrants A, B and C contain
uniform piggy-back and demand registration rights with respect to the shares of
Lexon common stock subject to each of such Warrants, which demand registration
rights become exercisable on February 7, 2001.

         In addition, under a Voting Trust Agreement, dated February 9, 2000,
Steven J. Peskaitis and Stanley Peskaitis deposited 2,774,600 and 1,227,100
shares, respectively, of LEXON common stock into a Voting Trust and appointed
Mr. Perino Voting Trustee with respect thereto. The Voting Trust will terminate
no later than February 9, 2001. Mr. Perino will receive no financial or
pecuniary gain from serving as Voting Trustee of the Voting Trust. In addition,
Messrs. Peskaitis and Peskaitis maintained all pecuniary rights to the shares of
Lexon common stock deposited in the Voting Trust.



<PAGE>   4
                                                               Page 4 of 6 Pages

Item 4.  Purpose of Transaction.

         The purposes of the transactions described in the preceding paragraphs
was and, to the extent that Mr. Perino exercises his rights to purchase other
equity securities of the Issuer, will be to raise equity financing to fund
Lexon's working capital needs. In connection with his investment, Mr. Perino
gained voting control over a majority of Lexon's issued and outstanding common
stock.

         Furthermore, under the terms of the Stock Purchase Agreement, Steven J.
Peskaitis resigned as LEXON's Chief Executive Officer and President but retained
his seat on Lexon's Board of Directors and Mr. Thomas Rieck resigned as a
director of the Company. Immediately preceding Mr. Rieck's resignation, the
Board of Directors amended Lexon's By-Laws to provide for a seven-member Board
of Directors and appointed Mr. Perino, Peter Haleas and Jerome Wolowicki to the
Issuer's Board of Directors. In addition, Mr. Perino was elected Chairman and
Chief Executive Officer of Lexon.

         In addition, under the terms of the Stock Purchase Agreement,
Mr. Perino will, subject to the satisfaction of certain conditions, purchase an
additional 2,400,000 shares of LEXON common stock from LEXON and Mr. Peskaitis
in exchange for a cash payment of $100,500 on or around March 7, 2000.

Item 5.  Interest in Securities of the Issuer.

         As of February 9, 2000, Mr. Perino is deemed to beneficially own
11,101,700 shares of Lexon common stock (approximately 62.9% of the Lexon common
stock outstanding). The percentage of Lexon common stock beneficially owned by
Mr. Perino is calculated based upon the total number of shares of Lexon common
stock outstanding as of the close of business on February 9, 2000.

         Of the 11,101,700 shares of Lexon common stock beneficially owned by
Mr. Perino (a) Mr. Perino owns 3,000,000 shares and has sole power to vote and
dispose of such shares; (b) Mr. Perino owns currently exercisable Warrants for
the purchase of 4,100,000 shares; and (c) Mr. Perino has sole voting power, as
Voting Trustee, over an additional 4,001,700 shares. Of the 4,001,700 shares of
Lexon common stock over which Mr. Perino has sole voting power as Voting
Trustee, pursuant to the terms of the Voting Trust Agreement, Steven J.
Peskaitis and Stanley Peskaitis each have sole dispositive power over 2,774,600
and 1,227,100 shares, respectively.

         Set forth below is information with respect to all of Mr. Perino's
transactions in Lexon common stock within the 60 day period preceding the date
of this filing.


<PAGE>   5
                                                               Page 5 of 6 Pages


Date       Transaction                  Number of Shares      Price Per Share
- ----       -----------                  ----------------      ---------------
2/9/00     Acquisition from Lexon              1,000,000      $0.25
2/9/00     Acquisition from Steven
           J. Peskaitis                        2,000,000      $0.00025
2/9/00     Acquisition of Warrant A
           exercisable for common stock.       2,600,000 (1)  ------
2/9/00     Acquisition of Warrant B
           exercisable for common stock.       1,000,000 (2)  ------
2/9/00     Acquisition of Warrant C
           exercisable for common stock.         500,000 (3)  ------
2/9/00     Acquisition (as Voting Trustee)
           from Steven J. Peskaitis            2,774,600      ------
2/9/00     Acquisition (as Voting Trustee)
           from Stanley Peskaitis              1,277,700      ------

(1)   See Item 3
(2)   See Item 3
(3)   See Item 3

Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.

         Under a Voting Trust Agreement, Anthony Perino, as Voting Trustee, has
acquired voting control over 2,774,600 and 1,227,100 shares of Lexon common
stock placed in a Voting Trust by each of Steven J. Peskaitis and Stanley
Peskaitis, respectively. Under the terms of the Voting Trust Agreement, the
stock certificates representing the shares placed in the Voting Trust have been
reissued in the name of the Voting Trustee and are held by him. Mr. Perino, as
Voting Trustee, has delivered to Messrs. Peskaitis and Peskaitis Voting Trust
Certificates in exchange for their shares of Lexon common stock deposited in the
Voting Trust. As such, the shares deposited in the Voting Trust cannot be
transferred without the transferee having notice that such deposited shares
remain subject to the Voting Trust Agreement.

         Under a Post-Closing Agreement, dated February 9, 2000, by and among
Mr. Perino, Steven J. Peskaitis and Stanley Peskaitis, the Voting Trust
Agreement described above will be amended to provide for (a) the deposit of an
additional 1,500,000 shares of the LEXON common stock into the Voting Trust,
subject to the prior rights of the holders of certain liens with respect to such
shares, and (b) the release of shares from the Voting Trust to the extent such
released shares are not necessary for Mr. Perino to maintain voting control over
fifty-one percent (51%) of LEXON'S issued and outstanding common stock.

         In addition, under the terms of the Stock Purchase Agreement,
Mr. Perino will, subject to certain conditions, purchase an additional 2,400,000
shares of LEXON common stock from LEXON and Mr. Peskaitis in exchange for a cash
payment of $100,500 on or around March 7, 2000.

Item 7.  Material to be Filed as Exhibits.

                  Exhibit A         Stock Purchase Agreement
                  Exhibit B         Voting Trust Agreement
                  Exhibit C         Registration Rights Agreement
                  Exhibit D         Post-Closing Agreement



<PAGE>   6
                                                               Page 6 of 6 Pages


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:   February 22, 2000

                                    By:       /s/  Anthony Perino
                                          --------------------------------------
                                          Name: Anthony Perino

<PAGE>   1

                                                                       EXHIBIT A







                            STOCK PURCHASE AGREEMENT

                                  ------------

                             DATED FEBRUARY 9, 2000

                                  ------------

                                  BY AND AMONG

                                 ANTHONY PERINO

                                    as Buyer

                                       AND

                            LEXON TECHNOLOGIES, INC.

                                       and

                               STEVEN J. PESKAITIS

                                   as Sellers




<PAGE>   2


                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 9th day of February, 2000 by and among Anthony Perino, an individual,
and resident of the State of Illinois ("Buyer"), LEXON Technologies, Inc. a
Delaware corporation ("Lexon" or the "Company"), and Steven J. Peskaitis, an
individual and resident of the State of Illinois ("Peskaitis," with Lexon and
Peskaitis being hereinafter sometimes referred to individually as a "Seller" and
collectively as the "Sellers").

                                   WITNESSETH:

         WHEREAS, the Company desires to issue and sell 1,400,000 shares (the
"Company Shares") of its common stock, $0.001 par value per share (the "Common
Stock") upon the terms and conditions set forth herein; and

         WHEREAS, Peskaitis desires to sell up to 4,000,000 shares (the
"Peskaitis Shares," with the Company Shares and the Peskaitis Shares being
hereinafter sometimes collectively referred to as the "Shares") of Common Stock
standing in his name on the stock transfer records of the Company upon the terms
and conditions set forth herein;

         NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                    ARTICLE I

                                     CLOSING

         1.1   Time and Place of Closing. The First Closing shall take place on
February 9, 2000, at the offices of Ross & Hardies, 150 North Michigan Avenue,
Suite 2500, Chicago, Illinois 60601, commencing at 9:00 a.m., or such other date
as may be agreed upon by the parties (the "First Closing Date"); provided that
all of the conditions precedent to the First Closing

                                        2

<PAGE>   3


identified in Section 7 hereof have been satisfied. The Second Closing shall
take place on March 7, 2000, at the offices of Ross & Hardies, 150 North
Michigan Avenue, Suite 2500, Chicago, Illinois 60601, commencing at 9:00 a.m. or
such other date as may be agreed upon by the parties (the "Second Closing
Date"); provided that all of the conditions precedent to the Second Closing
identified in Section 7 hereof shall have been satisfied.

                                   ARTICLE II

                           PURCHASE AND SALE OF STOCK

         2.1   Sale and Purchase of Stock. Subject to the terms and provisions
of this Agreement, Sellers shall sell, transfer, assign and deliver to Buyer,
and Buyer shall purchase:

               (a)  At the First Closing

                    (i)  1,000,000 Shares of Common Stock from the Company (the
                         "First Closing Company Shares"); and

                    (ii) 2,000,000 shares of Common Stock from Peskaitis (the
                         "First Closing Peskaitis Shares," with the First
                         Closing Company Shares and the First Closing Peskaitis
                         Shares being hereinafter sometimes collectively
                         referred to as the "First Closing Shares")

               (b)  At the Second Closing

                    (i)  400,000 Shares of Common Stock from the Company (the
                         "Second Closing Company Shares"); and

                    (ii) 2,000,000 Shares of Common Stock from Peskaitis (the
                         "Second Closing Peskaitis Shares," with the Second
                         Closing Company Shares and the Second Closing Peskaitis
                         Shares being hereinafter sometimes collectively
                         referred to as the "Second Closing Share")

for the Purchase price set forth in Section 3.1 hereof.

                                        3

<PAGE>   4


         2.2   Transfer and Sales Tax. Sellers shall bear and pay all stock
transfer taxes and sales taxes, if any, payable with respect to the transactions
provided for in this Agreement.

                                   ARTICLE III

                                 PURCHASE PRICE

         3.1   Purchase Price for Shares. Buyer shall pay to Sellers as
consideration for the Shares the amounts set forth below, at the time and in the
manner specified below:

               (a)  For the First Closing Company Shares, $0.25 per share, or an
                    aggregate of $250,000 (the "First Closing Company Payment"),
                    payable to the Company by wire transfer of immediately
                    available funds;

               (b)  For the First Closing Peskaitis Shares, $0.00025 per share,
                    or an aggregate of $500 (the "First Closing Peskaitis
                    Payment"), payable to Peskaitis by check;

               (c)  For the Second Closing Company Shares, $0.25 per share, or
                    an aggregate of $100,000 (the "Second Closing Company
                    Payment"), payable to the Company by wire transfer of
                    immediately available funds; and

               (d)  For the Second Closing Peskaitis Shares, $0.00025 per share,
                    or an aggregate of $500 (the "Second Closing Peskaitis
                    Payment," with the First Closing Company Payment, the First
                    Closing Peskaitis Payment, the Second Closing Company
                    Payment and the Second Closing Peskaitis Payment being
                    hereinafter sometimes collectively referred to as the
                    "Purchase Price") payable to Peskaitis by check

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Sellers hereby jointly and severally make the following representations
and warranties to Buyer, each of which (i) are true, correct and complete as of
the First Closing Date, and (ii) will be true, correct and complete as of the
Second Closing Date.

                                        4

<PAGE>   5


         4.1   Organization and Qualification.

               (a) Lexon is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has the corporate
power and authority to enter into this Agreement, to consummate the transactions
contemplated hereby, to own and lease the properties and other assets it
presently owns or leases and to carry on its business as presently conducted.

               (b) The copy of the Articles of Incorporation, and all amendments
thereto, of the Company, as certified by the Secretary of State of the State of
Delaware, and of the By-Laws, as amended to date, of the Company, as certified
by its Secretary, delivered to Buyer at the First Closing are true, complete and
correct copies of the Articles of Incorporation and By-Laws of the Company, as
amended and presently in effect. All minutes for proceedings of the Company's
stockholders and directors are contained in the minute books of the Company.
There are no matters, events, actions or proceedings taken or omitted to be
taken by the directors or stockholders not included in the minute books, where
the taking or omission to take such action would have a material, adverse effect
on the Company, the rights of the Company to enter into the transactions
contemplated by this Agreement or the realization by Buyer of the benefits to be
received by it hereunder.

               (c) Lexon is duly licensed or qualified to do business as a
foreign corporation, and is in good standing, in the State of Illinois and in
every other domestic and foreign jurisdiction in which Lexon is required to be
so licensed or qualified.

         4.2   Capitalization. The entire authorized capital stock of Lexon and
the number of shares thereof which are issued and outstanding are as follows:

                                        5

<PAGE>   6


================================================================================
                                                               NUMBER OF
       NUMBER OF                                             SHARES ISSUED
   AUTHORIZED SHARES                 CLASS                  AND OUTSTANDING
- --------------------------------------------------------------------------------
       10,000,000        Common Stock, $.001 par value         12,541,561
- --------------------------------------------------------------------------------

All of the outstanding shares of capital stock of the Company are duly
authorized and validly issued and outstanding, fully paid and non-assessable,
and were not issued in violation of any preemptive rights. Except as set forth
in Schedule 4.2, there are no shares of capital stock in treasury, and there are
no shares of capital stock reserved for issuance. Except as set forth in
Schedule 4.2, there are no outstanding subscriptions, options, rights, warrants,
convertible securities or other agreements or commitments to issue, or contracts
or any other agreements obligating Lexon to issue, any shares of its capital
stock, or securities convertible into such stock. Except for this Agreement,
that certain Voting Trust Agreement, dated of even date herewith, by and among
Steven J. Peskaitis, Stanley Peskaitis and Anthony Perino, as (the "Voting Trust
Agreement"), and as otherwise set forth in Schedule 4.2 hereto, Peskaitis is not
a party to any contract or agreement which would require him to transfer title
to any shares of the Company's capital stock now owned by him or which he has
the right to acquire in the future. Except for this Agreement, the Voting Trust
and as disclosed on Schedule 4.2, there are no agreements or understandings with
respect to the voting, holding or selling of any shares of capital stock of
Lexon, or any contractual obligations of Lexon or Peskaitis with respect to
Lexon's capital stock. Except for that certain Registration Rights Agreement, of
even date herewith, by and between Lexon and Buyer (the "Registration Rights
Agreement") and as otherwise set forth in Schedule

                                        6

<PAGE>   7


4.2 hereto, no person has any right to require Lexon to register any of its
securities under the Securities Exchange Act of 1933, as amended (the "1933
Act").

         4.3   Status of Company Shares. The First Closing Company Shares and
the Second Closing Company Shares when issues and delivered in accordance with
the terms hereof, and the shares of Common Stock to be issued upon exercise of
the Common Stock Purchase Warrants to be issued by the Company to Buyer pursuant
to the terms hereof, when issued and delivered upon conversion of the Common
Stock Purchase Warrants, will be duly authorized, validly issued, fully-paid and
non-assessable and shall not have been issued in violation of any preemptive or
other right held by any person or entity.

         4.4   Title to Shares. Except to the extent set forth in Schedule 4.4,
Peskaitis owns and has good and marketable title to the Peskaitis Shares and
those shares of Common Stock to be transferred by Peskaitis to Anthony Perino,
as Voting Trustee, pursuant to the Voting Trust Agreement (such shares of Common
Stock being hereinafter referred to as the "Peskaitis Voting Trust Shares"),
free and clear of any lien, pledge, claim, encumbrance, restriction or right of
any third party of any kind. Peskaitis has complete and unrestricted authority
to sell the Peskaitis Shares and to transfer the Peskaitis Voting Trust Shares
in accordance with the Voting Trust Agreement and there are no trust agreements,
shareholders' agreements, redemption agreements, buy-sell agreements,
restrictive stock transfer agreements, voting trusts, proxies or similar
agreements pertaining to the Peskaitis Shares or the Peskaitis Voting Trust
Shares which would preclude or require the consent of any person other than
Peskaitis to the sale of the Peskaitis Shares contemplated by this Agreement or
the transfer of the Peskaitis Voting Trust Shares as contemplated by the Voting
Trust Agreement or would give any person any right or interest in

                                        7

<PAGE>   8


the Peskaitis Shares or in the Voting Trust Agreement after the consummation of
the transactions contemplated herein. Peskaitis will convey to Buyer good and
marketable title to the Peskaitis Shares, free and clear of any lien, pledge,
claim, encumbrance, restriction or right of any third party of any kind.

         Stanley Peskaitis has complete and unrestricted authority to transfer
those shares of Common Stock to be transferred by him to Anthony Perino, as
Voting Trustee, pursuant to the Voting Trust Agreement (such shares of Common
Stock being hereinafter referred to as the "Additional Voting Trust Shares,"
with the Peskaitis Voting Trust Shares and the Additional Voting Trust Shares
being sometimes hereinafter referred to collectively as the "Voting Trust
Shares") and there are not trust agreements, shareholders' agreements,
redemption agreements, buy-sell agreements, restrictive stock transfer
agreements, voting trusts, proxies or similar agreements pertaining to the
Additional Voting Trust Shares which would preclude or require the consent of
any person other than Stanley Peskaitis to the transfer of the Additional Voting
Trust Shares as contemplated by the Voting Trust Agreement or would give any
person any right or interest in the Additional Voting Trust Shares after the
consummation of the transactions contemplated in the Voting Trust Agreement.

         4.5   Authority. Each of Peskaitis and Lexon has full power, capacity
and authority (corporate or otherwise) to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement, and the consummation of the transactions contemplated hereby,
have been duly and validly authorized by each of Peskaitis and Lexon, and no
other proceedings (corporate or otherwise) on the part of either Peskaitis or
Lexon are necessary to authorize this Agreement or to consummate the

                                        8

<PAGE>   9


transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by each of Peskaitis and Lexon, and constitutes a legal,
valid and binding agreement of each of Peskaitis and Lexon.

         4.6   Consents and Approvals. Except for required consents identified
on Schedule 4.6, there is no authorization, consent, order or approval of, or
notice to or filing with, any individual or entity required to be obtained or
given in order for Peskaitis, Lexon or any of the Subsidiaries (as hereinafter
defined) to consummate the transactions contemplated hereby and fully perform
their respective obligations hereunder.

         4.7   Absence of Conflicts. The execution, delivery and performance by
Peskaitis and Lexon of this Agreement and the consummation by Peskaitis and
Lexon of the transactions contemplated hereby will not, with or without the
giving of notice or lapse of time, or both, (i) violate any provision of law,
statute, rule or regulation to which Peskaitis, Lexon or any of the Subsidiaries
are subject, (ii) violate any order, judgment or decree applicable to Peskaitis,
Lexon, or any of the Subsidiaries, (iii) conflict with or result in a breach or
default, or result in any event which would materially interfere with Peskaitis'
or Lexons' ability to consummate the transactions contemplated hereby, under any
term or condition of the Articles of Incorporation or By-Laws of Lexon, or any
bond, debenture, note, indenture, mortgage, deed of trust, loan or credit
agreement, contract, lease, judgment, decree, order, award or any other material
agreement or instrument to which any of Peskaitis, Lexon or any of the
Subsidiaries is a party or by which any of them or their assets is bound, or
(iv) cause, or give any person grounds to cause, the maturity of any debt,
liability or obligation of Peskaitis, Lexon or any of the Subsidiaries to be
accelerated, or the amount thereof to be increased.

                                        9

<PAGE>   10


         4.8   Subsidiaries; Acquisitions; Dispositions.

               (a) Except for those subsidiaries listed on Schedule 4.8(a)
(individually, a "Subsidiary" and, collectively, the "Subsidiaries"), Lexon does
not directly or indirectly control, and has never owned or controlled, any
corporation.

               (b) Each of the Subsidiaries is duly organized, validly existing
and in good standing under the laws of their respective states of incorporation
as set forth on Schedule 4.8(b). The Subsidiaries have all necessary corporate
powers to own their properties and to operate their business as now owned and
operated. Complete copies of the Articles of Incorporation, By-laws, minutes and
stock transfer records of each such Subsidiary are in the possession and control
of Lexon.

               (c) The authorized capital stock of each of the Subsidiaries is
disclosed on Schedule 4.8(c). All shares of capital stock of each of the
Subsidiaries have been validly issued, are fully paid and nonassessable, were
issued in compliance with applicable federal and state securities laws, and, are
wholly-owned by Lexon free and clear of any pre-emptive rights, claims, security
interests encumbrances or restrictions of any kind. There are no outstanding
subscriptions, options, rights, warrants, convertible securities or other
agreements or commitments obligating any Subsidiary to issue or to transfer from
treasury any additional shares of capital stock or any securities convertible
into or which grant the holder the right to acquire any capital stock of any
Subsidiary.

               (d) Schedule 4.8(d) lists the name of each business whose capital
stock or assets were acquired by Lexon or any Subsidiaries since the respective
dates of their formation.

                                       10

<PAGE>   11


Complete copies of all agreements which effect those acquisitions or were
executed in connection therewith are in the possession and control of Lexon.

               (e) Schedule 4.8(e) lists each partnership, limited partnership,
limited liability company, joint venture or other business entity in which Lexon
has an investment and describes the nature and extent of that investment.

               (f) Schedule 4.8(f) lists each Subsidiary, partnership, joint
venture or other business disposed of by Lexon or any Subsidiaries since the
respective dates of their formation.

               (g) Each of the Subsidiaries is duly licensed or qualified to do
business as a foreign corporation, and is in good standing, in every domestic
and foreign jurisdiction in which such Subsidiary is required to be so licensed
or qualified, except where the failure to be so licensed or qualified would not
have a material adverse effect on such Subsidiary, its business or assets.

         4.9   Financial Statements. Lexon has previously delivered to Buyer
true and correct copies of the audited consolidated financial statements,
including the accountants' reports thereon and all notes thereto, of Lexon as of
December 31, 1997 and December 31, 1998, together with true and correct copies
of the unaudited interim consolidated financial statements, including notes
thereto, of Lexon as of June 30, 1999 and November 30, 1999 (collectively, the
"Financial Statements"). The Financial Statements (i) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis, are correct and complete and are in accordance with the books and records
of Lexon, (ii) present fairly the financial position and condition of Lexon and
the related results of operations as at the dates and for the periods then ended
(subject, in the case of the unaudited statements, to customary year-end
adjustments,

                                       11

<PAGE>   12


which adjustments shall not be material) and (iii) contain no material
misstatements or omissions which under generally accepted accounting principals
would be required to be disclosed for financial statement purposes.

         4.10  Absence of Undisclosed Liabilities. Except as and to the extent
accrued or reserved for in the Financial Statements, Lexon does not have any
liabilities or obligations, whether accrued, absolute or contingent, determined
or undetermined, known or unknown or whether due or to become due (including,
without limitation, obligations as a guarantor), which are not reflected in the
Financial Statements other than those incurred in the ordinary course of
business and consistent with past practice since November 30, 1999.

         4.11  Absence of Certain Changes or Events. Except as set forth in
Schedule 4.11, since November 30, 1999 there has not been (a) any damage,
destruction or casualty loss to the assets of Lexon which has not been repaired,
replaced or corrected (whether covered by insurance or not); (b) any material
adverse change in the business, assets, properties, operations, prospects or
financial condition of Lexon, or any fact or condition which could reasonably be
expected to cause such a change; (c) any entry into any transaction, commitment
or agreement (including, without limitation, any borrowing) material to Lexon,
or outside the ordinary course of business; (d) any redemption, repurchase or
other acquisition for value by Lexon of its capital stock or any declaration,
setting aside or payment of any dividend or other distribution in cash, stock or
property with respect to Lexon's capital stock; (e) any increase in the rate or
terms of compensation payable or to become payable by Lexon to its directors,
officers or employees, or any increase in the rate or change in the terms of any
employment agreement or compensatory arrangement, or any bonus, pension,
insurance or other employee benefit plan, or any payment or

                                       12

<PAGE>   13


benefit made to or for any such director, officer or employee; (f) any sale,
transfer or other disposition of any asset of Lexon to any party, except for
payment of third-party obligations incurred in the ordinary course of business
in accordance with Lexon's regular payment practices; (g) any termination or
waiver of any rights of material value to the business of Lexon; (h) except as
set forth on Schedule 4.11(h), any failure by Lexon to pay its accounts payable
or other obligations as and when the same became due and payable and otherwise
in the ordinary course of business consistent with past practices; (i) any
capital expenditure for additions to property or equipment by Lexon in excess of
$10,000; (j) any split, combination, exchange or reclassification of shares of
capital stock of Lexon; (k) other than this Agreement, the Warrants, any
issuance or any agreement executed with respect to the future issuance of
capital stock of Lexon or of securities convertible into or rights to acquire
any such capital stock; (l) any change in any method of accounting or accounting
practice, principle or procedure; (m) any action or inaction which might cause
Lexon to incur any tax liability not in the ordinary course of business; (n) any
pledge of any of the assets or properties of Lexon or any action or inaction
which would subject any such asset or property to any lien, security interest,
mortgage, pledge, claim, charge or other encumbrance; (o) the incurrence of any
liability or obligation by Lexon, except for liabilities incurred in the
ordinary course of business and consistent with past practices; (p) any actual,
or to Peskaitis' or the Company's knowledge threatened, termination or
cancellation of, or modification or change in, any business relationship with
any customer of Lexon; (q) any cancellation of a debt due to or a claim of
Lexon, other than by payment or other satisfaction; (r) any failure of Lexon to
perform, or any default by Lexon under, any agreement, obligation or covenant to
which Lexon is or was bound; or (s) any agreement, whether in writing or
otherwise,

                                       13

<PAGE>   14


to take or which could reasonably be expected to result in, any action, event or
condition described in this Section 4.11.

         4.12  Real and Personal Property. Schedule 4.12(a) hereto sets forth a
list of all of Lexon's real property, or interests in Real Property, all of
Lexon's material tangible and intangible personal property, all of Lexon's
material tangible and intangible personal property, and all of Lexon's other
assets. The real and personal property and other assets of Lexon identified in
Schedule 4.12(a) are all of the assets necessary for Lexon to conduct its
business as currently conducted.

         Schedule 4.12(b) hereto is a list of each lease of, or other agreement
pursuant to which Lexon rents, occupies or uses, the real property identified in
Schedule 4.12(a).

         Schedule 4.12(c) hereto is a list of each lease, license or other
agreement pursuant to which Lexon possesses, uses or has any other right with
respect to the tangible and intangible personal property and other assets
identified in Schedule 4.12(a).

         Schedule 4.12(d) hereto lists each mortgage, lien, pledge, conditional
sales contract, security interest or other encumbrance or restriction, other
than matters identified in Schedules 4.12(b) and 4.12(c) hereto, pertaining to
the ownership, possession, control or use of the real and personal property and
other assets of Lexon.

         Except as identified in Schedule 4.12(b), 4.12(c) or 4.12(d) hereto,
Lexon has good and marketable title to and absolute and unconditional control
over its use of, all of its assets free and clear of any encumbrance,
restriction or claim.

         Except as set forth in Schedule 4.12(e) hereto, no claims, charges or
notices of violations has been filed, served or made, or to the best of
Peskaitis's or Lexon's knowledge, threatened,

                                       14

<PAGE>   15


orally or in writing, with respect to any lease or other agreement identified in
Schedule 4.12(b), 4.12(c) or 4.12(d).

         4.13  Intellectual Property. Except as set forth on Schedule 4.13
hereto, Lexon and the Subsidiaries own or have a license or otherwise have the
right to use, in all jurisdictions in which they carry on business, all patents
(including all applications, renewals, reissues, extensions, divisions,
continuations and extensions thereof), trademarks (including both registered and
unregistered trademarks and applications therefor), service marks, trade names,
copyrights (including all registrations, renewals, modifications and extensions
thereof), know-how and trade secrets (including inventions, computerized data
and information, computer codes and programs, other software, business records,
files and data, discoveries, formulae, production outlines, product designs,
technical information, processes and techniques, testing and quality control
processes and techniques, drawings, designs and customer lists), used in the
conduct of their businesses as currently conducted (collectively, the
"Intellectual Property") without violating or conflicting with the rights of
others. Schedule 4.13 hereto lists all patents, all registered and material
unregistered trademarks, service marks and trade names and all registered
copyrights, and all applications for any of the foregoing, that are owned by
Lexon or any of the Subsidiaries. Except as set forth on Schedule 4.13 hereto,
none of the Intellectual Property is subject to any encumbrance. Except as
disclosed on Schedule 4.13 hereto, Lexon is not obligated to pay any amount,
whether as a royalty, license fee or other payment, to any person in order to
use any of the Intellectual Property. There has not been any material
infringement or alleged infringement by Lexon or any of the Subsidiaries of the
Intellectual Property rights of any person or any

                                       15

<PAGE>   16


infringement by any person of any of the Intellectual Property rights of Lexon
or any of the Subsidiaries.

         4.14  Insurance. Lexon keeps all its businesses, operations and
properties and those of the Subsidiaries insured against all losses, damages and
claims of third parties, and in such amounts as are adequate and appropriate in
accordance with customary business practice for the industries in which Lexon
and the Subsidiaries are engaged. Except as disclosed on Schedule 4.14, all
insurance policies of Lexon and the Subsidiaries provide claims made coverage,
is in force and the premiums with respect thereto are fully paid. No insurer has
denied coverage or reserved rights for any claim made by Lexon or any of the
Subsidiaries or any other individual or entity under any insurance policies
applicable to Lexon or any of the Subsidiaries.

         4.15  Contracts and Commitments.

               4.15.1 Schedule 4.15.1 hereto lists each contract, commitment or
agreement, whether oral or written, which can or may provide for the payment by
or to Lexon or any of the Subsidiaries of an amount in excess of $5,000 per
annum, as well as any contract, commitment or agreement entered into by Lexon or
any Subsidiary outside the ordinary course of business (collectively, the
"Contracts"). True, correct and complete copies of all written Contracts, and
true, correct and complete written descriptions of all oral Contracts, listed on
the Schedules hereto are in the possession and control of Lexon. All such
Contracts are valid and binding obligations of Lexon or one of the Subsidiaries,
as the case may be, enforceable by and against Lexon or one of the Subsidiaries,
as the case may be, in accordance with their respective terms, and are in full
force and effect; and Lexon or one of the Subsidiaries, as the case may be, is
in compliance therewith. None of the Contracts relating to payments to Lexon or
one of the

                                       16

<PAGE>   17


Subsidiaries, as the case may be, for the provision of services to its customers
fail to provide to Lexon consideration not constituting a profit upon
commercially reasonable terms and conditions, and none have, or could reasonably
be expected to have, a material adverse effect on Lexon's assets, properties,
businesses, financial condition or prospects. No allegation or notice of default
has been received by Lexon or any Subsidiaries, or to the best of Peskaitis's or
the Company's knowledge, threatened with respect to the Contracts, and to the
best of Peskaitis' and Lexons' knowledge, no other party to any of the Contracts
is in default or breach thereof in any material respect.

               4.15.2 Schedule 4.15.2 hereto sets forth a list of all current
warranties with respect to any products or services currently sold, distributed,
offered, or licensed by Lexon and the Subsidiaries. Except as set forth in
Schedule 4.15.2, and other than those which are or may be provided by applicable
law, there are no express or implied warranties outstanding with respect to any
products or services created, sold, distributed, offered or licensed by Lexon
and the Subsidiaries.

         4.16  Litigation and Administrative Proceedings. Except as set forth in
Schedule 4.16 hereto, there is no claim, action, suit, proceeding or
investigation in any court or before any governmental or regulatory authority
pending or, to the best of Peskaitis' or Lexon's knowledge, threatened against
or affecting Lexon or any of the Subsidiaries or any of their respective assets
or properties or which seeks to enjoin or obtain damages in respect of the
transactions contemplated hereby. There is no basis, or reason to know of any
basis, for any such claim, action, suit, proceeding or investigation. No claim,
action, suit, proceeding or investigation set

                                       17

<PAGE>   18


forth in Schedule 4.16 could, if adversely decided, have a material adverse
effect on the consolidated business, properties, condition (financial or
otherwise) or prospects of Lexon.

         4.17  Tax Matters.

               4.17.1 All Returns Filed. Except as set forth in Schedule 4.17.1,
all federal, state, local and foreign income, franchise, sales, use, excise,
real and personal property, employment (including FICA and other payroll) and
other tax returns, reports and declarations of every kind and nature
(collectively, "Returns") required to be filed by or on behalf of Lexon and the
Subsidiaries on or before the First Closing Date and the Second Closing Date
have been or will be filed and such Returns are complete and accurate and
disclose all taxes (and other charges) expected to be due for the periods
covered thereby. No extension of time in which to file any such Returns is
currently in effect and there are no outstanding agreements or waivers extending
the statutory period of limitation applicable to any such Returns.

               4.17.2 All Taxes Paid. All taxes (and other charges) shown on the
Returns or otherwise required to be paid, and any deficiency assessments,
penalties, interest and other charges with respect thereto, have been paid or
reserved or accrued for in the Financial Statements, and there is otherwise no
current liability for any unpaid taxes (or other charges) due which has not been
paid or reserved or accrued for in connection with such Returns or otherwise.
There are no tax liens (other than for taxes not yet due) on any of the assets
or properties of Lexon or any of the Subsidiaries and, no basis exists for the
imposition of any such liens.

               4.17.3 Examinations, Etc. None of the Returns for tax years that
remain open under any applicable statute of limitations have been examined by
the IRS or other pertinent tax authorities and no deficiencies have been
asserted or assessments made as a result of any such

                                       18

<PAGE>   19


examinations (including all penalties and interest). No issues have been raised
by (or are currently pending before) the IRS or any other taxing authority in
connection with any of the Returns which could reasonably be expected to have a
material adverse effect on the financial condition of Lexon and the
Subsidiaries, taken as a whole, if decided adversely to Lexon, nor are there any
such issues which have not been so raised but, if so raised by the IRS or any
other taxing authority in connection with any of the Returns could, in the
aggregate, reasonably be expected to have a material adverse effect on the
consolidated financial condition of Lexon.

               4.17.4 Withholding. Lexon has withheld from its employees and
others (and timely remitted to the appropriate taxing authorities) proper and
accurate amounts for all periods in compliance with all tax withholding
provisions of applicable federal, state, foreign, local and other laws
(including, without limitation, income, withholding, social security, employment
and other payroll taxes).

               4.17.5 Parachute Payments. Lexon has not made, has not become
obligated to make nor will, as a result of any event connected with the
acquisition of the Shares by Buyer or any other transaction contemplated herein,
make or become obligated to make any "excess parachute payment" as defined in
Section 280G of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").

               4.17.6 Prior Consolidated Groups. Lexon is not, and has never
been, an includible corporation in an affiliated group of corporations within
the meaning of Section 1504 of the Code.

         4.18  Compliance with Laws. Neither Lexon nor any of the Subsidiaries
has in the past been, nor is presently, in violation of, in respect of its
operations, real property, machinery,

                                       19

<PAGE>   20


equipment, all other property, practices and all other aspects of its
businesses, any applicable law (whether statutory or otherwise), rule,
regulation, order, ordinance, judgment or decree of any governmental authority
(federal, state, local or otherwise) (collectively, "Laws"). Lexon has not
received any notification of any asserted present or past failure of Lexon to
comply with any of such Laws.

         4.19  Employee Benefits; Employment Contracts. Attached hereto as
Schedule 4.19 is a list of all written or oral employment agreements as well as
all written or oral agreements and commitments relating to employee benefits
with respect to which Lexon or the Subsidiaries has incurred or may incur any
future or contingent obligations, including, without limitation, all plans,
agreements or arrangements relating to deferred compensation, pensions, profit
sharing, retirement income or other benefits, stock purchase, stock ownership
and stock option plans, stock appreciation rights, bonuses, severance
arrangements, health and welfare benefits, insurance benefits and all other
employee benefits or fringe benefits (collectively referred to as the "Plans").
Lexon and the Subsidiaries do not, nor have they ever, maintained any Plans
which were subject to, or which would subject Lexon or any of the Subsidiaries
to, regulation pursuant to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"). Lexon and the Subsidiaries do not, nor have they ever,
contributed to any multi-employer plan within the meaning of Section 4001(a)(3)
of ERISA, nor is Lexon or any of the Subsidiaries or any of their shareholders
affiliated with any entity such that Lexon or any of the Subsidiaries has, or
might have in the future, any multi-employer plan withdrawal liability under
Subtitle E of Part IV of ERISA.

                                       20

<PAGE>   21


         4.20  Licenses and Permits. Lexon and the Subsidiaries have all
governmental licenses and permits and other governmental authorizations and
approvals currently required for the conduct of their businesses as presently
conducted ("Permits"). Schedule 4.20 hereto includes a list of all Permits.

         4.21  Relations with Suppliers and Customers. None of Lexon or any of
the Subsidiaries are required to provide any bonding or other financial security
arrangements in connection with any transaction with any customer or supplier.
No customer has notified Lexon or any of the Subsidiaries that it will nor to
the best of Peskaitis' or Lexon's knowledge does any customer intend to or,
except as described on Schedule 4.21 hereto, have the right to cease to do
business with Lexon or the Subsidiaries after the consummation of the
transactions contemplated hereby, to the extent that the failure to continue
such business would have a material, adverse effect on Lexon's business or
assets when taken as a whole.

         4.22  Interest in Competitors, Suppliers, Customers, Related Party
Transactions. Except as disclosed in Schedule 4.22 hereto, no officer or
director of Lexon or any affiliate of any such officer or director has any
ownership interest in any competitor, supplier or customer of Lexon or any
property used in the operation of Lexon's business. Except as set forth on
Schedule 4.22, neither Lexon nor any of the Subsidiaries has made or entered
into any loan, contract, lease, commitment, arrangement or understanding with
any officer, director, employee, or shareholder of Lexon or the Subsidiaries or
with any affiliate or associate of any of the foregoing, under which Lexon or
the Subsidiaries have continuing obligations and except for normal compensation
arrangements with Lexon's officers and employees.

                                       21

<PAGE>   22


         4.23  Discrimination; Occupational Safety; Labor. No person or party
(including, but not limited to, governmental or regulatory authorities of any
kind) has any claim presently pending, or a reasonable basis for any action or
proceeding, against Lexon or the Subsidiaries arising out of any statute,
ordinance or regulation relating to discrimination in employment or employment
practices or occupational safety and health standards (including, but without
limiting the foregoing, The Fair Labor Standards Act, as amended; Title VII of
the Civil Rights Act of 1964, as amended; 42 U.S.C. 1981 or the Age
Discrimination in Employment Act of 1967, as amended), which, if upheld, would
have an adverse effect on the assets, properties, business or condition,
financial or otherwise, of Lexon and the Subsidiaries. There is no pending, or
to the best of Peskaitis' and Lexon's knowledge threatened, federal or state
equal employment opportunity enforcement action or labor dispute, strike, or
work stoppage affecting Lexon's or the Subsidiaries' businesses. Neither Lexon
nor the Subsidiaries have any collective bargaining or similar agreements, nor
do they have any obligation to bargain with any labor organization as the
representative of Lexon's or the Subsidiaries' employees, and there is neither
pending, nor to the best of Peskaitis' or Lexon's knowledge threatened, any
labor dispute, strike or work stoppage which affects or which may affect the
business of Lexon or the Subsidiaries or which may interfere with the continued
operation of Lexon or the Subsidiaries. No present or former employee of Lexon
or the Subsidiaries has any claim against Lexon for (a) overtime pay, other than
overtime pay for the current payroll period, (b) wages or salary (excluding
bonuses and amounts accruing under pension and profit sharing plans) for any
period other than the current payroll period, (c) vacation, time off or pay in
lieu of vacation or time off, other than that

                                       22

<PAGE>   23


earned in respect of the current fiscal year or carried over from prior years,
or (d) any violation of any statute, ordinance or regulation relating to minimum
wages or maximum hours of work.

         4.24  Brokers and Finders. Neither Peskaitis and the Company nor Lexon
(nor any of their respective officers, directors, employees, affiliates,
associates, or family members) has employed any broker, finder or investment
banker, or incurred any liability for any brokerage fees, commissions or
finders' fees in connection with this Agreement or the transactions contemplated
hereby.

         4.25  Books and Records. The books and records of Lexon have been
maintained in accordance with commercially reasonable business and bookkeeping
practices and consistent with past practice, and accurately reflect in all
respects the business, assets, properties, rights, obligations, liabilities and
operations of Lexon and the Subsidiaries.

         4.26  Bank Accounts; Safe Deposit Boxes. Schedule 4.26 hereto sets
forth the names and locations of all banks in which Lexon or the Subsidiaries
has an account or safe deposit box and the names of all persons authorized to
draw thereon or to have access thereto.

         4.27  Full Disclosure. Peskaitis and Lexon have disclosed in writing
in, or pursuant to, this Agreement all facts material to the business,
operations, assets or condition (financial or otherwise) of Lexon and the
Subsidiaries. No representation or warranty made to Buyer or pursuant to this
Agreement, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements herein not misleading in
light of the circumstances which they were made.



                                       23

<PAGE>   24


                                    ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As of each of the First Closing Date and the Second Closing Date, Buyer
represents and warrants to Peskaitis and the Company as follows:

         5.1   Authority. Buyer has full power, capacity and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by Buyer, and no other proceedings on the part of Buyer are necessary
to authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Buyer, and constitutes a legal, valid and binding agreement of Buyer.

         5.2   Consents and Approvals. There is no authorization, consent, order
or approval of, or notice to or filing with, any individual or entity required
to be obtained or given in order for Buyer to consummate the transactions
contemplated hereby and fully perform its obligations hereunder, excluding,
however, any authorization, consent, order, approval or filing which shall have
been obtained or made by Buyer prior to the Closing.

         5.3   Absence of Conflicts. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby will not, with or without the giving of notice or the lapse
of time, or both, (i) violate any provision of law, statute, rule or regulation
to which Buyer is subject, (ii) violate any order, judgment or decree applicable
to Buyer or (iii) conflict with, or result in a material breach or default
under, any term

                                       24

<PAGE>   25


or condition of any material agreement or other instrument to which Buyer is a
party or by which Buyer is bound.

         5.4   Litigation and Administrative Proceedings. There is no claim,
action, suit, proceeding or investigation in any court or before any
governmental or regulatory authority pending or, to the best knowledge of Buyer,
threatened against or affecting Buyer which seeks to enjoin or obtain damages in
respect of the transactions contemplated hereby. To the best knowledge of Buyer,
there is no basis for any such claim, action, suit, proceeding or investigation.

         5.5   Brokers and Finders. Buyer has not employed any broker, finder or
investment banker, or incurred any liability for any brokerage fees, commissions
or finders' fees in connection with this Agreement or the transactions
contemplated by this Agreement.

                                   ARTICLE VI

                            SURVIVAL; INDEMNIFICATION

         6.1   Survival. All representations and warranties contained herein, or
made in writing by any party in connection herewith, shall survive the
consummation of the transactions contemplated hereby until February 7, 2002. All
covenants contained herein and all other obligations of the parties hereto shall
survive the consummation of the transactions contemplated hereby until fully
performed.

         6.2   Sellers' Indemnification. Subject to the limitations contained in
Section 6.5 hereof, Peskaitis shall indemnify Buyer and hold Buyer harmless from
and against any and all damages, losses, costs, liabilities and expenses
(including reasonable attorneys' fees and disbursements) resulting from or
arising out of any breach of any of the representations,

                                       25

<PAGE>   26


warranties, covenants and agreements made by Sellers herein or in any Exhibit or
Schedule hereto or certificate or other document delivered pursuant hereto.

         6.3   Buyer's Indemnification. Buyer shall indemnify Sellers and hold
Sellers harmless from and against the payment by Sellers of any loss, liability,
cost or expense (including all reasonable attorneys' fees and disbursements)
based upon or arising out of any breach of any of the representations,
warranties, covenants or agreements of Buyer contained in this Agreement or any
other certificate or document delivered pursuant hereto.

         6.4   Notice; Right to Contest. If any claim against which
indemnification is provided hereunder ("Claim") shall be asserted against a
person entitled to indemnification hereunder ("Indemnified Party") in respect to
which it proposes to demand indemnification, the Indemnified Party shall notify
the person obligated to provide indemnification hereunder ("Indemnifying Party")
thereof. Such notice shall specify in detail the nature of and basis for the
Claim and amount thereof. Subject to rights of or duties to any insurer or other
third person having liability therefor, the Indemnifying Party shall have the
right promptly after receipt of such notice to assume the control of the
defense, compromise or settlement of any such Claim, including, at its own
expense, employment of counsel. Notwithstanding the preceding sentence, in the
defense, compromise or settlement of such Claim, the Indemnified Party shall
have the right to retain its own separate counsel, but the fees and expenses of
such counsel shall be at the Indemnified Party's expense unless (a) the
Indemnifying Party has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Party, or (b) the named party in any
such proceeding (including any impleaded parties) includes both the Indemnified
Party and the Indemnifying Party and representation of both parties by the same
counsel could be

                                       26

<PAGE>   27


inappropriate due to actual or potential differing interests between them. In
any matter described above where the Indemnified Party has obtained counsel to
represent it in addition to counsel obtained by the Indemnifying Party, counsel
selected by the Indemnifying Party shall be required to cooperate fully with
counsel selected by the Indemnified Party in such matter. So long as the
Indemnifying Party is defending in good faith any Claim for which
indemnification is sought, the Indemnifying party shall not be liable for any
Claim settled without its consent, which consent may not be unreasonably
withheld. In the event that a Claim for indemnification is made by an
Indemnified Party, which Claim is unrelated to a third party's claim against the
Indemnified Party, which claim is contested by an Indemnifying Party and such
dispute is finally resolved by a final, nonappealable order of a court of
competent jurisdiction, the losing party shall pay the prevailing party the
reasonable fees and disbursements of counsel incurred in connection with the
prosecution or defense of such Claim.

         6.5   Limitation of Peskaitis Indemnification. The indemnity
obligations of Peskaitis set forth in Section 6.2 above shall be limited to the
Market Value (as hereinafter defined) of the shares of Common Stock owned by
Peskaitis at the time a claim for indemnification is made hereunder. For
purposes of this Agreement, the Market Value of the shares of Common Stock owned
by Peskaitis and subject to claims for indemnification shall be determined as
follows:

               If the Common Stock is publicly traded at the time of
determination, the average of the closing prices for such Common Stock on all
domestic securities exchanges on which such Common Stock may at the time be
listed (it being understood that, for these purposes, the NASDQ National Market
is deemed an "exchange"), in each such case averaged over a period of ten (10)
business days consisting of the day immediately before the day as of which the
Market

                                       27

<PAGE>   28


Value of the Common Stock is being determined and nine (9) consecutive business
days prior to such day (a "business day" being a day that is not a legal holiday
or other day on which banking institutions or any national securities exchanges
are authorized by law or executive order to close), or, if there have been no
sales on any such exchange on any relevant day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such prior business
day, or if on any relevant day such Common Stock is not so listed, the average
of the representative bid and asked prices quoted on the NASDAQ Small Cap Market
as of 4:00 p.m., New York time, on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau, Incorporated, or any
similar successor organization, in each such case averaged over a period of
twenty-one (21) days consisting of the day immediately before the day as of
which the Market Value of the Common Stock is being determined and twenty (20)
consecutive business days prior to such day. To the extent the Common Stock is
not then listed or traded in a public forum or exchange, the Market Value of the
Common Stock shall be as agreed between Peskaitis and Buyer. In the absence of
such agreement, Buyer shall give Peskaitis a written offer of a Market Value (an
"Offered Price), and Peskaitis may demand that the Market Value of such Common
Stock shall be determined by an independent, qualified appraiser selected by
Buyer. Such appraiser must perform such valuation within ten (10) days
thereafter (the price as so determined, the "Appraised Price"). The Market Value
shall be deemed to be the Appraised Price. The costs incurred in connection with
performance of such appraiser shall be borne as follows: (i) if the Appraised
Price is equal to or less than the Offered price, such costs shall be borne by
Peskaitis; (ii) if the Appraised Price is greater than the Offered Price but not
more than 110% of the Offered Price, such costs shall be split equally between

                                       28

<PAGE>   29


Peskaitis and Buyer; and (iii) if the Appraised Price is more than 110% of the
Offered Price, such costs shall be borne by Buyer.

               Peskaitis agrees that he will, within ten (10) business days of
the final determination of the number of shares of Common Stock to which Buyer
is entitled pursuant to this Article VI, deliver to Buyer a certificate or
certificates representing at least such number of shares of Common Stock, with
any required stock transfer stamps attached, duly endorsed for transfer or with
stock powers duly executed in blank attached, in good form for delivery.

         6.6   Sole and Exclusive Remedy. Except as otherwise provided in this
Agreement, subsequent to The First Closing, the indemnification obligations of
Buyer and Seller shall constitute the sole and exclusive remedy of the
Indemnified Party.

                                   ARTICLE VII

                       CLOSING DELIVERIES AND REQUIREMENTS

         The following deliveries and conditions shall be made or satisfied
prior to the First Closing (unless specifically identified below as applicable
only to the Second Closing) and such conditions shall continue to be satisfied
as of the Second Closing unless waived in writing or subject to a post-Closing
agreement:

         7.1   Conditions Precedent to Buyer's Obligation to Close. Buyer's
obligations to consummate the transactions hereunder are subject to the
satisfaction of the following conditions, compliance with which or the
occurrence of which may be waived in writing, in whole or in part, by Buyer
prior to the First Closing and/or the Second Closing, as the case may be.

               (a) As of each of the First Closing Date and the Second Closing
Date (i) all of the representations and warranties made by Peskaitis and the
Company herein and in any

                                       29

<PAGE>   30


Schedule or Exhibit hereto shall, in all material respects, be true and correct,
(ii) all of the obligations of Peskaitis and the Company to be performed on or
before the First Closing Date and/or the Second Closing Date, as the case may
be, shall have been performed, and (iii) Buyer shall have received a certificate
from each of Peskaitis and the Company, dated as of the First Closing Date and
the Second Closing Date, as the case may be, as to the effect of the matters
listed in subsections (i) and (ii) hereof.

               (b) Peskaitis and the Company, as the case may be, shall have
executed and delivered to Buyer each of the agreements, certificates and other
documents to be delivered to Buyer pursuant to Section 7.3 hereof.

               (c) All registrations, filings, applications, notices, transfers,
consents, approvals, orders, qualifications, waivers and other actions listed on
the Schedules hereto or otherwise required of any persons or governmental
authorities or private agencies in connection with the consummation of the
transactions contemplated this Agreement shall have been made or obtained and
all applicable waiting periods shall have expired or been terminated.

               (d) As of the First Closing Date and Second Closing Date,
respectively, Lexon shall have provided Buyer with evidence, satisfactory to
Buyer, that that certain Cooperative Research and Development Agreement, dated
March 26, 1999, by and between Chicago Map Corporation (a wholly owned
subsidiary of the Company) and the National Mapping Division of the United
States Geological Survey shall remain in full force and effect following the
consummation of the transactions contemplated hereby.

                                       30

<PAGE>   31


               (e) Effective simultaneous with the First Closing, Steven J.
Peskaitis shall resign as the President and Chief Executive Officer of the
Company and the Company's Board of Directors (the "Board") shall take each of
the following actions:

                   (i)   The Board shall amend Article 2, Section 2.2 of the
                         Company's By-laws to provide that the number of
                         directors that shall constitute the whole Board shall
                         be 7;

                   (ii)  The Board shall appoint Anthony J. Perino, Peter J.
                         Haleas and Jerome A. Wolowicki as directors of the
                         Company;

                   (iii) The Board shall elect Anthony J. Perino as Chairman of
                         the Board and Chief Executive Officer of the Company.

               (f) As of each of the First Closing Date and the Second Closing
Date, no action, suit or proceeding shall have been instituted or threatened by
any person or entity, or by any governmental agency or body, before a court or
governmental body, to restrain or prevent the consummation of the transactions
contemplated by, or the performance by the parties hereto of their respective
obligations under this Agreement or which seeks other relief with respect to any
of such transactions or which could reasonably be expected to have a materially
adverse effect on the business, results of operations, assets, financial
condition or prospects of the Company.

               (g) Buyer's obligation to purchase the Second Closing Company
Shares shall be subject to the additional condition that the Company shall have
entered into or, to the extent already existing, amended, if necessary,
employment agreements with the Company's key employees (the identity of such key
employees to be identified by Buyer in the exercise of its reasonable
discretion) on terms and conditions reasonably acceptable to Buyer.

         7.2   Conditions Precedent to Sellers' Obligation to Close. The
Sellers' obligations to consummate the transactions hereunder are subject to the
satisfaction of the following conditions,

                                       31

<PAGE>   32


compliance with which or the occurrence of which may be waived in writing, in
whole or in part, by the Sellers prior to the First Closing and/or Second
Closing, as the case may be, provided, however, that no waiver of any condition
contained within this Section 7.2 shall be effective unless duly authorized,
executed and delivered by both Peskaitis and Lexon.

               (a) As of the First Closing Date and the Second Closing Date (i)
all of the representations and warranties made by Buyer herein and in any
Schedule or Exhibit hereto shall, in all material respects, be true and correct,
(ii) all of the obligations of Buyer to be performed on or before the First
Closing Date and/or the Second Closing Date, as the case may be, shall have been
performed and (iii) each of the Sellers shall have received a certificate from
Buyer, dated as of the First Closing Date and the Second Closing Date, as the
case may be, as to the effect of the matters listed in subsections (i) and (ii)
hereof.

               (b) Buyer shall have executed and delivered to the Sellers each
of the agreements, certificates and other documents to be delivered to the
Sellers pursuant to Section 7.4 hereof.

               (c) As of each of the First Closing Date and the Second Closing
Date, no action, suit or proceeding shall have been instituted or threatened by
any person or entity, or any governmental agency or body, before a court or
governmental body, to restrain or prevent the consummation of the transactions
contemplated by, or the performance by the parties hereto of their obligations
under, this Agreement.

               (d) Peskaitis' obligation to sell the Second Closing Peskaitis
Shares shall be subject to the additional condition that no Qualified Offering
shall have occurred on or prior to the Closing Date. For purposes of this
Agreement, the terms "Qualified Offering" shall mean the

                                       32

<PAGE>   33


sale by the Company of Common Stock or securities convertible into Common Stock
in a single transaction or series of related transactions consummated on or
before February 21, 2000 and in which the Company receives net proceeds of at
least $10,000,000.

         7.3   Closing Deliveries of The Company and the Sellers. Peskaitis or
the Company, as the case may be, shall deliver, or cause to be delivered, the
following documents:

               (a)  At the First Closing:

                    (i)    Peskaitis shall deliver to Buyer certificates
                           representing the First Closing Peskaitis Shares, with
                           any required stock transfer stamps affixed, duly
                           endorsed for transfer or with stock powers duly
                           executed in blank attached, in good form for
                           delivery;

                    (ii)   The Company shall deliver to Buyer certificates
                           representing the First Closing Company Shares, with
                           any required stock transfer stamps affixed, duly
                           endorsed for transfer or with stock powers duly
                           executed in blank attached, in good form for
                           delivery;

                    (iii)  Peskaitis shall deliver to "Anthony Perino, as Voting
                           Trustee under Voting Trust Agreement dated February
                           9, 2000" certificates representing the SJP
                           Contributed Stock (as that term is defined in the
                           Voting Trust Agreement attached hereto as Exhibit A
                           (the "Voting Trust Agreement'), with any required
                           stock transfer stamps affixed, duly endorsed for
                           transfer or with stock powers duly executed in blank
                           attached, in good form for delivery;


                                       33

<PAGE>   34


                    (iv)   Stanley Peskaitis shall deliver to "Anthony Perino,
                           As Voting Trustee under Voting Trust Agreement dated
                           February 9, 2000" certificates representing the SP
                           Contributed Stock (as that term is defined in the
                           Voting Trust Agreement) with any required stock
                           transfer stamps affixed, duly endorsed for transfer
                           or with stock powers duly executed in blank attached,
                           in good form for delivery;

                    (v)    Each of Peskaitis and Stanley Peskaitis shall execute
                           and deliver to the Voting Trustee (as that term is
                           defined in the Voting Trust Agreement) the Voting
                           Trust Agreement;

                    (vi)   The Company shall execute and deliver to Buyer the
                           Common Stock Purchase Warrants attached hereto as
                           Exhibit C, Exhibit D and Exhibit E (the "Warrants");

                    (vii)  The Company shall execute and deliver to Buyer the
                           Registration Rights Agreement attached hereto as
                           Exhibit B (the "Registration Rights Agreement");

                    (viii) The Company shall deliver to Buyer the Company's
                           Articles of Incorporation, as amended to the First
                           Closing Date, certified by the Secretary of State of
                           the State of Delaware, the Company's By- laws, as
                           amended to the First Closing Date, certified by the
                           Company's secretary, resolutions of the Board (a)
                           authorizing the execution and delivery of this
                           Agreement and each of the other agreements,
                           instruments, certificates and other documents to be

                                       34

<PAGE>   35



                           delivered by the Company pursuant hereto and (b)
                           taking those actions specified in Section 7.1(a)
                           hereof, certified by the Company's secretary, and
                           good standing certificates from the States of
                           Delaware and Illinois;

                    (ix)   Peskaitis shall deliver to the Company his
                           resignation as President and Chief Executive Officer
                           of the Company, effective as of the First Closing
                           Date;

                    (x)    Thomas Rieck shall deliver his resignation as a
                           director of the Company, effective as of the First
                           Closing Date;

                    (xi)   Peskaitis shall deliver to Buyer the certificate
                           identified in Section 7.1(a)(iii) hereof; and

                    (xii)  The Company shall deliver to Buyer the certificate
                           identified in Section 7.1(a)(iii) hereof.

               (b)  At the Second Closing:

                    (i)    Peskaitis shall deliver to Buyer certificates
                           representing the Second Closing Peskaitis Shares,
                           with any required stock transfer stamps affixed, duly
                           endorsed for transfer or with stock powers duly
                           executed in blank attached, in good form for
                           delivery;

                    (ii)   The Company shall deliver to Buyer certificates
                           representing the Second Closing Company Shares, with
                           any required stock transfer stamps affixed, duly
                           endorsed for transfer or with stock powers duly
                           executed in blank attached, in good form for
                           delivery;

                                       35

<PAGE>   36


                    (iii)  Peskaitis shall deliver to Buyer the certificate
                           identified in Section 7.1(a)(iii) hereof; and

                    (iv)   The Company shall deliver to Buyer the certificate
                           identified in Section 7.1(a)(iii).

         7.4   Closing Deliveries of Buyer. Buyer shall deliver, or cause to be
delivered, the following:

               (a)  At the First Closing:

                    (i)    Buyer shall deliver the First Closing Company Payment
                           to the Company in accordance with the terms of
                           Section 3.1(a) hereof;

                    (ii)   Buyer shall deliver the First Closing Peskaitis
                           Payment to Peskaitis in accordance with the terms of
                           Section 3.1(b) hereof;

                    (iii)  The Voting Trustee shall execute and deliver the
                           Voting Trust Agreement to each of Peskaitis and
                           Stanley Peskaitis;

                    (iv)   Buyer shall execute and deliver the Registration
                           Rights Agreement to the Company; and

                    (v)    Buyer shall deliver the certificate identified in
                           Section 7.2(a)(iii) hereof to each of Peskaitis and
                           the Company.

               (b)  At the Second Closing:

                    (i)    Buyer shall deliver the Second Closing Company
                           Payment to the Company in accordance with the terms
                           of Section 3.1(c) hereof;



                                       36

<PAGE>   37


                    (ii)   Buyer shall deliver the Second Closing Peskaitis
                           Payment to Peskaitis in accordance with the terms of
                           Section 3.1(d) hereof; and

                    (iii)  Buyer shall deliver the certificate identified in
                           Section 7.1(a)(iii) hereof to each of Peskaitis and
                           the Company.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1   Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such which may be hereafter declared invalid, void or unenforceable.

         8.2   Entire Agreement. This Agreement (including the documents
attached as Exhibits and Schedules hereto) contains the entire understanding of
the parties with respect to the trans actions contemplated hereby.

         8.3   Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement.

         8.4   Notices. All notices to be given with respect to this Agreement
shall be in writing. Each notice shall be sent by registered or certified mail,
postage prepaid and return receipt requested, to the party to be notified at the
address set forth below, or at such other

                                       37

<PAGE>   38


address as either party may from time to time designate in writing. Every notice
shall be deemed to have been given five (5) days after it shall be deposited in
the United States mail in the manner prescribed herein. Nothing contained herein
shall be construed to preclude personal service of any notice in the manner
prescribed for personal service of a summons or other legal process.

               If to Peskaitis:

               LEXON Technologies Inc.
               1401 Brook Drive
               Downer's Grove, Illinois 60515

               If to the Company:

               LEXON Technologies Inc.
               1401 Brook Drive
               Downer's Grove, Illinois 60515
               Attn: Chief Executive Officer

               If to Buyer

               Anthony Perino
               720 Plainfield Road
               Suite 200
               Willowbrook, Illinois 60521

or to such other address as any party may, from time to time, designate in a
written notice given in a like manner.

         8.5   Amendments. This Agreement may not be waived, changed, modified
or discharged orally, but only by an agreement in writing signed by the party or
parties against whom enforcement of any waiver, change, modification or
discharge is sought or by parties with the right to consent to such waiver,
change, modification or discharge on behalf of such party.

         8.6   Cooperation. Buyer and Sellers agree to take, or cause to be
taken, all such further or other actions as shall reasonably be necessary to
make effective and consummate the

                                       38

<PAGE>   39


transactions contemplated by this Agreement (including the documents attached as
Exhibits hereto).

         8.7   Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Illinois without regard
to its conflicts of law doctrine.

         8.8   Expenses. Each of the parties hereto shall pay its own expenses
incurred in connection with the authorization, preparation and performance of
this Agreement and obtaining any necessary regulatory approvals, including,
without limitation, all fees and expenses of their respective counsel,
accountants, agents and representatives.

         8.9   Exhibits and Schedules. All Exhibits and Schedules to this
Agreement are incorporated into this Agreement as if set out in full at the
first place in this Agreement that reference is made thereto.




                                       39

<PAGE>   40


         IN WITNESS WHEREOF, the parties hereto have executed, or caused their
duly authorized representatives to execute, this Agreement as of the day and
year first above written.

                                        LEXON TECHNOLOGIES INC.


                                        By:   /s/ Steven J. Peskaitis
                                           ----------------------------------
                                        Its:  President
                                            ---------------------------------


                                        STEVEN J. PESKAITIS


                                              /s/ Steven J. Peskaitis
                                        -------------------------------------



                                        ANTHONY PERINO


                                              /s/ Anthony Perino
                                        -------------------------------------





                                       40


<PAGE>   1
                                                                       EXHIBIT B

                             VOTING TRUST AGREEMENT


         THIS VOTING TRUST AGREEMENT made in Chicago, Illinois, as of February
9, 2000 by and among, Anthony Perino as Voting Trustee ("Voting Trustee"),
Steven J. Peskaitis ("SJP") and Stanley Peskaitis ("SP").

                                   WITNESSETH:

         WHEREAS, SJP is the owner of 2,774,600 shares (the "SJP Contributed
Stock") of the common stock (the "Common Stock"), $.001 par value per share, of
LEXON Technologies Inc., a Delaware corporation (the "Company");
;
          WHEREAS, SP is the owner of 1,227,100 shares (the "SP Contributed
Stock," with the SJP Contributed Stock and the SP Contributed Stock being
hereinafter sometimes collectively referred to as the "Contributed Stock") of
Common Stock;

         WHEREAS, it is a condition precedent to the obligations of Anthony
Perino (the "Buyer') to purchase shares of Common Stock pursuant to the terms of
that certain Stock Purchase Agreement, dated as of February 9, 2000 by and among
SJP, the Company and the Buyer (the "Purchase Agreement");

         WHEREAS, each of SJP and SP acknowledge and agree that due to their
substantial ownership of the Common Stock of the Company they will each directly
benefit from the transactions contemplated by the Stock Purchase Agreement and
that such benefits constitute consideration for their respective agreements
contained herein;

         WHEREAS, SJP and SP hereto have agreed upon the identity of the Voting
Trustee, and upon the form of this Agreement; and


                                        1

<PAGE>   2



         WHEREAS, the Voting Trustee has consented to act under this Agreement
for the purposes herein provided.

         NOW, THEREFORE, in consideration of the foregoing, the agreement by
Anthony Perino to serve as Voting Trustee, the agreement of SJP and SP to
transfer the Stock to the Voting Trustee, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

         1. Copies of this Agreement, and of every agreement supplemental hereto
or amendatory hereof, shall be filed in the principal office of the Company in
Chicago, Illinois, and shall be open to the inspection of any stockholder of the
Company, or any beneficiary of the trust under this Agreement, daily during
business hours. All voting trust certificates ("VT Certificates") issued as
hereinafter provided shall be issued, received and held subject to all the terms
of this Agreement. Every person, firm or corporation entitled to receive VT
Certificates, and their transferees and assigns, upon accepting the VT
Certificates issued hereunder, shall become parties to and be bound by the
provisions of this Agreement with the same effect as if they had executed the
Agreement.

         2. Transfer of Stock to Trustee. Concurrent with the execution of this
Agreement, each of SJP and SP have deposited with the Voting Trustee
certificates representing the SJP Contributed Stock (such certificate or
certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such
certificate or certificates, the "SP Certificate(s)"), respectively, together
with any and all documentation necessary to transfer the Stock into the name of
the Voting Trustee.



                                        2

<PAGE>   3



         All certificates representing shares of Common Stock so delivered to
the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting
Trustee to the Company or its transfer agent with instructions to cancel such
certificates and to issue new certificates for the full number of shares of
Common Stock represented thereby as follows:

                  (a)      with respect to the SJP Certificate(s):

                           (i)      one certificate representing the SJP
                                    Contributed Stock issued to "Antony Perino,
                                    as Voting Trustee under Voting Trust
                                    Agreement dated February 9, 2000;" and

                           (ii)     one certificate representing such number of
                                    shares of Common Stock as is determined by
                                    subtracting the SJP Contributed Stock from
                                    the total number of shares of Common Stock
                                    represented by the SJP Certificate(s).

                  (b)      with respect to the SP Certificate(s):

                           (i)      one certificate representing the SP
                                    Contributed Stock issued to "Anthony Perino,
                                    as Voting Trustee under Voting Trust
                                    Agreement dated February 9, 2000;" and

                           (ii)     one certificate representing such number of
                                    shares of Common Stock as is determined by
                                    subtracting the SP Contributed Stock from
                                    the total number of Common Stock represented
                                    by the SP Certificate(s).



                                        3

<PAGE>   4



It is understood by and agreed among the parties that all certificates issued
upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall
continue to bear any restrictive or other legends which appeared on the SJP
Certificate(s) or the SP Certificates, as the case may be.

         3. The VT Certificates. The VT Certificates to be issued and delivered
by the Voting Trustee in respect of the Stock as hereinbefore provided shall be
in substantially the form of Exhibit A hereto. The Trustee may, from time to
time, make such changes in the form of the VT Certificate as he deems necessary
or advisable, provided that such changes shall not be inconsistent with this
Agreement.

         4. Transfer of Certificates. The VT Certificates shall be transferable
on the books of the Voting Trustee by the registered holder thereof, either in
person or by attorney thereto duly authorized, upon surrender thereof according
to the rules established for that purpose by the Voting Trustee; and the Voting
Trustee may treat the registered holder of a VT Certificate as owner thereof for
all purposes whatsoever, but the Voting Trustee shall not be required to deliver
certificates representing the Stock without the surrender of the VT Certificates
issued in respect of such Stock. Every transferee of a VT Certificate or VT
Certificates issued hereunder, or of all or any part of the rights under such VT
Certificates, or of all or any part of the rights related to the shares of Stock
represented by such VT Certificates shall, by the acceptance thereof, become a
party to this Agreement and shall be bound by the terms and provisions of this
Agreement to the same full extent as if such person were an original party
hereto.



                                        4

<PAGE>   5



         The VT Certificates to be issued hereunder have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state, including Illinois, in reliance on exemptions
contained therein. The Stockholders represent that they are acquiring the VT
Certificates to be issued to them hereunder for their own account and for
investment purposes only, and not with a view to resale or further distribution
thereof in whole or in part. The holders of any VT Certificates issued hereunder
agree that they will not sell or otherwise transfer any of such VT Certificates
or any rights thereunder except in accordance with the provisions of any
applicable law, including the Securities Act, any applicable state securities
laws, and any rules or regulations thereunder. In order to ensure compliance
with such laws, as a condition of making or permitting any transfer or delivery
of the VT Certificates hereunder or of any rights thereunder, the Voting Trustee
may require the transferee to deliver written representations of the transferee
similar to the representations of the Stockholders contained herein and may
further require the delivery of a written opinion, addressed to the Voting
Trustee, of counsel satisfactory to the Voting Trustee to the effect either that
the VT Certificates, or rights thereunder, proposed to be transferred have been
duly registered under the Securities Act and any applicable state securities law
or that no such registration is required.

         5. Dividends, Distributions and Recapitalizations. The Voting Trustee
shall collect and receive all dividends or other distributions that may accrue
or be paid upon the Stock or other securities subject to this Agreement and
shall, as of the date of distribution of such dividend or other distribution,
divide and pay the same among the holders of VT Certificates. Payments of
dividends



                                        5

<PAGE>   6



or other distributions to the holders of VT Certificates shall be in proportion
to the number of shares of Stock respectively represented by their VT
Certificates.

                  If any dividend or other distribution in respect of the Stock
deposited hereunder is paid in securities of the Company having any voting
powers, then the Voting Trustee shall hold, subject to the terms of this
Agreement, the certificates representing such securities and shall, as of the
date of distribution of such dividend or other distribution, issue additional VT
Certificates representing in the aggregate the number of shares and class or
series of stock or other securities so received. Issuance of additional VT
Certificates to the holders of existing VT Certificates shall be in proportion
to the number of Shares of Stock respectively represented by their existing VT
Certificates among the holders of VT Certificates registered as such on the
transfer books of the Voting Trustee at the close of business on the record date
fixed by the Company for the distribution of such dividend or other
distribution.

                  Notwithstanding anything herein to the contrary, if and to the
extent that the Company shall at any time during the term of this Agreement have
issued and outstanding more than one class or series of Stock and shall declare
and pay any dividend or other distribution (i) with respect to less than all
series or classes of Stock, or (ii) disproportionately among different series or
classes of Stock; the Voting Trustee shall make such adjustments to the payments
or VT Certificates distributed hereunder as are necessary to appropriately
reflect the relative rights of the shares of capital stock or other securities
represented by existing VT Certificates.



                                        6

<PAGE>   7



         6. Subscription Rights. If any capital stock or other securities of the
Company are offered for subscription to the holders of Stock deposited
hereunder, the Voting Trustee, upon receipt of a request from any registered
holder of VT Certificates to subscribe on such holder's behalf, accompanied with
the sum of money required to pay the subscription price for such capital stock
or other securities, shall make such subscription and payment and:

                  (a)      if such capital stock or other securities have no
                           voting rights associated therewith, instruct the
                           Company to issue a certificate representing the
                           appropriate amount of such capital stock or other
                           securities in the name of each holder upon whose
                           behalf a subscription was made; or

                  (b)      if such capital stock or other securities have any
                           voting rights associated therewith, retain such
                           capital stock or other securities pursuant to the
                           terms of this Agreement and, upon receipt of the
                           certificates representing the same, issue a VT
                           Certificate representing the appropriate amount of
                           such capital stock or other securities to each holder
                           upon whose behalf a subscription was made.

         7. Rights of Voting Trustee. For so long as any Stock shall remain
subject to the terms of this Agreement, the Voting Trustee shall have the right
to exercise, in person or by proxy, all voting rights and powers in respect of
such Stock. The right to vote shall include the right to vote for the election
of directors and in favor of or against any resolution or proposed action of any
character whatsoever which may be presented at any meeting of, or require the
consent of, stock-



                                        7

<PAGE>   8

holders of the Company. Without limiting such general right, such action or
proceeding may include the sale or mortgaging and pledging of all or any part of
the property of the Company, for cash, securities or other property, and the
dissolution of the Company, or the consolidation, merger, reorganization or
recapitalization of the Company.

                  The Voting Trustee may act as, and receive compensation as, a
director or officer of the Company or of any controlled or subsidiary or
affiliated corporation, or be otherwise associated therewith; and he, or any
firm of which he may be a member, or any corporation or association of which he
may be a stockholder, director or officer, or any such firm, corporation or
association in which he may be otherwise directly or indirectly interested, may
to the extent permitted by law, and without liability in any way or under any
circumstances by reason thereof, contract with the Company or with any
controlled or subsidiary or affiliated corporation, or be or become pecuniarily
interested in any matter or transaction to which the Company or any controlled
or subsidiary or affiliated corporation may be a party or in which the Company
or any controlled or subsidiary or affiliated corporation may in any way be
concerned, as fully as though he were not Voting Trustee hereunder.

                 The Voting Trustee shall not be personally responsible with
respect to any action taken pursuant to his vote cast in any matter or act
committed, or omitted to be done, under this Agreement, provided such commission
or omission does not amount to willful misconduct on his part, and provided also
that the Voting Trustee at all times exercises good faith in such matters. The


                                       8
<PAGE>   9



Voting Trustee shall not be required to give any bond or security for the
discharge of his duties as Voting Trustee hereunder.

         8. Term and Termination. This Agreement shall be effective as of the
date hereof and shall continue in full force and effect until February 9, 2001,
unless earlier terminated as provided below (the effective date of any such
termination being hereinafter the "Termination Date"). Notwithstanding the
foregoing, this Agreement may be terminated (a) at the joint election of SJP and
SP (such election to be evidenced by a written instrument delivered to the
Voting Trustee stating the effective date of such termination and signed by both
of SJP and SP) at any time after September 1, 2000 if and only if that certain
Common Stock Purchase Warrant (the "Warrant), dated February 9, 2000, entitling
the holder thereof to purchase up to 2,600,000 share of Common Stock shall not
have been fully exercised prior to the Termination Date (as defined in the
Warrant), or (b) at any time at the election of the Voting Trustee by delivery
of a notice of termination (specifying the effective date of such termination)
to the registered holders of VT Certificates at their respective addresses as
appearing on the transfer books of the Voting Trustee.

         9. Termination Procedure. From and after the Termination Date, the VT
Certificates shall cease to have any effect, and the holders of the VT
Certificates shall have no further rights under this Agreement other than to
receive certificates representing shares of stock or other property
distributable under the terms hereof and upon the surrender of such
Certificates.

         At any time after the Termination Date, the registered holders of VT
Certificates may deliver the same to the Voting Trustee together with
instructions from the registered holder to cancel such



                                        9

<PAGE>   10



VT Certificates and to deliver or cause to be delivered to such registered
holder a certificate representing the shares of Stock, or if other property is
then being held pursuant to the terms of this Agreement, such other property,
distributable in respect of such VT Certificate under the terms hereof.

         Within fifteen (15) days of receipt of a VT Certificate together with
the instructions specified above, the Voting Trustee shall distribute, or take
such action as is necessary to cease the distribution of, the Stock or other
property represented by such VT Certificate.

         At any time subsequent to thirty (30) days after the Termination Date,
the Voting Trustee may deposit with the Company certificates representing the
number of shares of Stock together with any other property represented by the VT
Certificates not then surrendered to the Voting Trustee; and upon such deposit,
all further liability of the Voting Trustee under this Agreement, including, but
not limited to, for the delivery of certificates representing shares of Stock or
other property and for the delivery or payment of dividends or the exercise of
subscription rights, shall cease, and the Voting Trustee shall not be required
to take any further action hereunder.

         10. Trustee. If for any reason at any time Anthony Perino shall be
unable or unwilling to serve as Voting Trustee and he shall not have appointed a
Successor Voting Trustee, then this Agreement shall terminate in accordance with
the provisions of Paragraph 9 hereof.

         11. Notice. Unless otherwise specifically provided in this Agreement,
any notice or communication required hereunder shall be deemed to be given or
made sufficiently if enclosed in



                                       10

<PAGE>   11



postpaid envelopes, first class mail, addressed to the person or company
entitled to receive such notice as follows:

                  (a)      to holders of VT Certificates at the addresses shown
                           on the transfer books of the Voting Trustee;

                  (b)      to the Company at its principal place of business, or
                           to such other address as the Company may designate by
                           notice to the Voting Trustee; and

                  (c)      to the Voting Trustee at such address as may from
                           time to time be furnished to the Company by him, and
                           if no such address has been furnished by the Voting
                           Trustee, then to him in care of the Company.

Every notice so given shall be effective, whether or not received, and the date
five (5) days after the date of mailing.

         All distributions of cash, securities or other property hereunder by
the Voting Trustee to the holders of VT Certificates may be made in the same
manner as hereinabove provided for the giving of notice to the holders of VT
Certificates.

         12. Miscellaneous. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof. No amendment or
modification of, or supplement to, nor the waiver of any provision hereof, shall
be valid unless the same shall be in writing and signed by the party against
whom such amendment, modification, supplement or waiver is sought to be
enforced. No failure or delay on the part of any party hereto to exercise any
power, right or privilege hereunder shall be deemed a waiver of such power,
right or privilege nor shall any effective waiver



                                       11

<PAGE>   12



of any power, right or privilege at any given time be deemed to constitute a
waiver of such power, right or privilege at any future time.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.

         The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.

         This Agreement shall be governed by, and construed in accordance with,
the provisions of the Delaware General Corporation Law applicable to voting
trust agreements and domestic corporations.

         If any provision of this Agreement shall be determined to be invalid
for any reason, the remaining provisions shall be severable and enforceable in
accordance with their terms.

         IN WITNESS WHEREOF, the parties hereto have executed this Voting Trust
Agreement on the day and year first above written.

                                               /s/   Anthony Perino
                                               ---------------------------------
                                               ANTHONY PERINO, AS VOTING TRUSTEE


                                               /s/   Steven J. Peskaitis
                                              ----------------------------------
                                              STEVEN J. PESKAITIS


                                              /s/   Stanley Peskaitis
                                              ----------------------------------
                                              STANLEY PESKAITIS, STOCKHOLDER



                                       12

<PAGE>   13



                                          EXHIBIT A
                                          ---------

                  No. ___________                              __________ Shares

                                    LEXON TECHNOLOGIES INC.
                                    a Delaware Corporation
                           VOTING TRUST CERTIFICATE FOR CAPITAL STOCK

                  ANTHONY PERINO, Voting Trustee of certain shares of the common
                  stock, $.001 par value per share (the "Common Stock"), of
                  LEXON TECHNOLOGIES INC., a Delaware corporation (the
                  "Company"), under a Voting Trust Agreement dated February 9,
                  2000 (the "Agreement"), having received certain shares of
                  Common Stock (the "Stock") pursuant to the Agreement, which
                  Agreement the holder hereof by accepting this voting trust
                  certificate (the "VT Certificate") ratifies and adopts, hereby
                  certifies that                               will be entitled
                  to receive a certificate representing      fully paid and non-
                  assessable shares of Common Stock on the expiration (or
                  earlier termination) of the Agreement, and in the meantime
                  shall be entitled to receive all dividends or other
                  distributions that may accrue or be paid upon the Stock,
                  except that any such dividends or other distributions that are
                  evidenced by instruments carrying the right to vote shall be
                  retained in the Voting Trust by the Voting Trustee and VT
                  Certificates therefor issued by them.

                           Until the Voting Trustee shall have delivered the
                  Stock held under the Agreement to the holder of this VT
                  Certificate, or to the Company, as specified in the Agreement,
                  the Trustee shall possess and shall be entitled to exercise,
                  in his full and complete discretion as he deems appropriate,
                  all voting rights and powers of an absolute owner of such
                  Stock, including the right to vote thereon for every purpose,
                  and to execute consents in respect thereof for every purpose,
                  it being expressly stipulated that no voting right passes to
                  the holder hereof or his assigns under this VT Certificate or
                  any agreement, expressed or implied.

                           No certificate representing the Stock shall be due or
                  deliverable hereunder until the expiration or earlier
                  termination of the Agreement

                           This VT Certificate has not been registered under the
                  Securities Act of 1933, as amended (the "Securities Act"), or
                  the securities laws of any state, including



                                       13

<PAGE>   14


                  Illinois, in reliance on exemptions contained therein. The
                  holder hereof represents that he is acquiring this VT
                  Certificate for his own account and for investment purposes
                  only, and not with a view to resale or further distribution
                  hereof in whole or in part. The holder hereof agrees that he
                  will not sell or otherwise transfer this VT Certificate or any
                  rights hereunder except in accordance with the terms of the
                  Agreement, and in accordance with the provisions of any
                  applicable law, including the Securities Act, any applicable
                  state securities laws, and any rules or regulations
                  thereunder. In order to ensure compliance with such laws, as a
                  condition of making or permitting any transfer or delivery of
                  this VT Certificate or of any rights here under, the Voting
                  Trustee may require the transferee to deliver written
                  representations of the transferee, similar to the
                  representations of the holder contained herein, and may
                  further require the delivery of a written opinion, addressed
                  to the Voting Trustee, of counsel satisfactory to the Voting
                  Trustee to the effect either that this VT Certificate or
                  rights hereunder proposed to be transferred have been duly
                  registered under the Securities Act and any applicable state
                  securities law or that no such registration is required.

                           This VT Certificate is transferable only on the books
                  of the undersigned Voting Trustee by the registered holder in
                  person or by his duly authorized attorney, and the holder
                  hereof, by accepting this VT Certificate, manifests his
                  consent that the undersigned Voting Trustee may treat the
                  registered holder hereof as the true owner of this VT
                  Certificate for all purposes, except for the delivery of
                  certificates representing the Stock, which delivery shall not
                  be made without the surrender hereof.

                  This VT Certificate is not valid unless duly signed by the
                  Voting Trustee.

                           IN WITNESS WHEREOF, the Voting Trustee has executed
                  this VT Certificate this __ day of ________________ 2000.


                                            ------------------------------------
                                            ANTHONY PERINO, Voting Trustee





                                       14

<PAGE>   1
                                                                       EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (the "Agreement"), is made and
entered into as of the 9th day of February, 2000, by and between LEXON
Technologies Inc., a Delaware corporation (the "Company"), and Anthony Perino,
an individual and resident of the State of Illinois (the "Stockholder").

                                   WITNESSETH:

         WHEREAS, in connection with the execution and delivery of that certain
Stock Purchase Agreement (the "Purchase Agreement"), dated February 7, 2000 by
and between the Company and the Stockholder, the Company has agreed to issue,
and as of the date hereof has issued, to the Stockholder (i) a Common Stock
Purchase Warrant A ("Warrant A") to acquire up to 2,600,000 shares of the
Company's common stock, .001 par value per share (the "Common Stock"), (ii) a
Common Stock Purchase Warrant B ("Warrant B") to acquire up to 1,000,000 shares
of the Common Stock, and (iii) a Common Stock Purchase Warrant C ("Warrant C")
to acquire up to 500,000 shares of the Common Stock (with Warrant A, Warrant B
and Warrant C being hereinafter collectively referred to as the "Warrants");

         WHEREAS, it is a condition precedent to the obligations of the
Stockholder under the Purchase Agreement that the Company execute and deliver
this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, the mutual promises
and covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:




<PAGE>   2



                                    ARTICLE I

                               CERTAIN DEFINITIONS

         The following terms shall have the definitions set forth below:

         "Commission" shall mean the United States Securities and Exchange
Commission and any successor commission or agency having similar powers.

         "Control" (including the terms "controlling," "controlled by" and
"under common control with") shall mean the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a
corporation or partnership (including, without limitation, the power to direct
the voting of any securities held by such corporation or partnership), whether
through the ownership of voting securities, by contract, or otherwise, unless
the context indicates otherwise.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Registerable Stock" shall mean those shares of the Company's Common
Stock received by the Stockholder upon exercise of any of the Warrants, provided
that such shares shall no longer be Registerable Stock once such shares are (i)
sold pursuant to a registration statement declared effective by the Commission
under the Securities Act, or (ii) sold pursuant to Rule 144 (or any successor
rule) promulgated under the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Stockholder" shall mean Anthony Perino. The term "Stockholder" shall
also include such Stockholder's successors and assigns, legal representatives
and executors or administrators when the context so requires.


                                        2

<PAGE>   3



                                   ARTICLE II

                          REGISTRATION OF COMMON STOCK

         Section 2.1 Required Registration. At any time after February 7, 2001,
the Holder may request that the Company register the resale by him of all or any
portion of the Registerable Stock (such request a "Demand Request"). The Demand
Request shall specify the number of Shares of Registerable Stock as to which
such Demand Request relates and the manner in which the Stockholder proposes to
sell such Registerable Stock, including, if applicable, the name of any
underwriters to be employed by the Stockholder in connection with such sale. If
such Demand Request is made, the Company will cause the resale of the
Registerable Stock specified in the Demand Request to be registered on such form
of registration statement under the Securities Act as is appropriate to allow
the resale of such Registerable Stock in the manner specified in the Demand
Request.

         Notwithstanding anything herein to the contrary, the Company shall not
be obligated to effect, or to take any action to effect, any registration
pursuant to this Section 2.1 after the Company has effected two (2)
registrations (meaning that the registration statements relating thereto have
been declared effective by the Commission) at the request of the Holder,
provided, however, that if the Holder requests that such registration be
accomplished through the filing and effectiveness of a registration statement on
Form S-3 (or such other form of registration statement then available for
registering the resale of the Registerable Stock under the Securities Act that
permits significant incorporation by reference of the Company's subsequent
periodic reports filed with the Commission pursuant to the Exchange Act), the
Company shall be obligated to effect the registration so requested unless (i)
the proposed offering of the Registerable Stock does not then qualify for
registration on



                                        3

<PAGE>   4



Form S-3, or (ii) the Company has already effected the two (2) registrations
(whether on Form S-3 or otherwise) at the request of the Holder during the
twelve (12) month period preceding the date of such request.

         The Company may delay the filing of any registration statement pursuant
to this Section 2.1 for up to three (3) months after the original request for
registration if (i) the filing of the registration statement would cause the
Company to disclose information which would not have to be disclosed at such
time absent the filing of the registration statement and the Board of Directors
of the Company determines in good faith that the disclosure of such information
would be materially adverse to the Company, or (ii) the delay in filing the
registration statement would eliminate the need for the Company to file the
registration statement utilizing interim financial statements.

         Section 2.2 Incidental Registration. If the Company at any time
proposes to register any of its Common Stock under the Securities Act for sale
to the public, whether for its own account or for the account of other security
holders or both (except with respect to registration statements on Forms S-4 or
S-8 or another form of registration statement not available for registering
Common Stock for sale to the public generally), it will give written notice of
such proposed registration to the Stockholder no later than thirty (30) days
prior to filing a registration statement. The Stockholder shall have ten(10)
days from receipt of such notice from the Company to deliver a written request
to the Company (such request , a "Piggy-back Request") that the resale by the
Stockholder of all or a portion of the Registerable Stock be registered pursuant
to the registration statement proposed to be filed by the Company. The
Piggy-back Request shall state the number of shares of Registerable Stock as to
which such Piggy-back Request relates and the manner in which the Stockholder
proposes to sell such Registerable Stock. If such Piggy-back Request is made,
the Company will



                                        4

<PAGE>   5



use its best efforts to cause the resale of the Registerable Stock specified in
the Piggy-back Request to be registered for resale in the manner specified in
the Piggy-back Request.

         In the event that any registration pursuant to this Section 2.2 shall
be, in whole or in part, an underwritten public offering (a) the number of
shares of Registerable Stock to be included in such an underwriting may be
reduced if and to the extent that the managing underwriter shall be of the
written opinion that such inclusion would adversely affect the marketing of the
securities to be sold by the Company in the proposed registration, and (b) in
addition to the foregoing, the Company's obligation to register the Registerable
Stock specified in the Piggy-back Request shall be contingent upon (i) the
Stockholder's agreement to include such Registerable Stock in the underwriting
on the same terms and conditions as the shares of Common Stock otherwise being
sold through underwriters under such registration, and (ii) upon the
Stockholder's execution of any agreements customarily requested by underwriters
in such offerings.

         Notwithstanding anything to the contrary contained herein, in the event
that there is a firm commitment underwritten public offering of Common Stock and
the Stockholder does not elect to sell its Registerable Stock to the
underwriters in connection with such offering, the Stockholder shall refrain
from selling any shares of Registerable Stock during the period of distribution
of the Company's securities by such underwriters and the period in which the
underwriting syndicate participates in the after market; provided, however, that
the Stockholder shall, in any event, be entitled to sell its Registerable Stock
commencing on the 90th day after the effective date of such registration
statement.




                                        5

<PAGE>   6



         Section 2.3 Registration Procedures. (a) If and whenever the Company is
required by the provisions of Sections 2.1 or 2.2 hereof to effect the
registration of any of the Registerable Stock under the Securities Act, the
Company will, as expeditiously as possible:

         (i)      prepare and file with the Commission a registration statement
                  with respect to the Registerable Stock and use its best
                  efforts to cause such registration statement to (A) become
                  effective, and (B) remain effective for so long as all of the
                  shares of Registerable Stock covered by such registration
                  statement remain Registerable Stock.

         (ii)     prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to keep such
                  registration statement effective for the period specified in
                  paragraph (i) above and to comply with the provisions of the
                  Securities Act and the Exchange Act with respect to the
                  disposition of all Registerable Stock covered by such
                  registration statement for such period;

         (iii)    furnish to the Stockholder such number of copies of the
                  prospectus forming a part of such registration statement
                  (including each preliminary prospectus) as the Stockholder may
                  reasonably request in order to facilitate the public sale or
                  other disposition of the Registerable Stock covered by such
                  registration statement;

         (iv)     use its best efforts to register or qualify the Registerable
                  Stock covered by such registration statement under the
                  securities or blue sky laws of such states as any underwriter
                  or the Stockholder may reasonably request;

         (v)      notify the Stockholder and its counsel of any stop order
                  threatened or issued by the Commission or any state securities
                  regulatory authority, or a trading halt threatened



                                        6

<PAGE>   7



                  or issued by the exchange or over-the-counter market in which
                  the Common Stock is publicly traded, and take all actions
                  required to prevent the entry of such stop order or the
                  imposition of such trading halt or to remove such stop order
                  or trading halt if entered or imposed;

         (vi)     notify the Stockholder at any time when a prospectus relating
                  to the Registerable Stock is required to be delivered under
                  the Securities Act, of the happening of any event as a result
                  of which the prospectus, or any document incorporated by
                  reference in the registration statement of which such
                  prospectus forms a part, contains an untrue statement of
                  material fact or omits to state any fact necessary to make the
                  statements therein in the circumstances under which they were
                  made not materially misleading, and prepare a supplement or
                  amendment to such prospectus or any such document incorporated
                  by reference in such registration statement so that, as
                  thereafter delivered to the purchasers of such Registerable
                  Stock, such prospectus or document will not contain an untrue
                  statement of a material fact or omit to state any fact
                  necessary to make the statements therein in the circumstances
                  under which they were made not materially misleading; and

         (vii)    cause all such Registerable Stock to be listed on the exchange
                  or market in which the Common Stock is then listed.

         (b) In connection with each registration hereunder, the Stockholder
will furnish to the Company in writing such information with respect to itself
and the proposed distribution by it as shall be reasonably necessary in order to
assure compliance with Federal and applicable state securities laws.



                                        7

<PAGE>   8



         Section 2.4 Expenses. The Company shall pay all of the expenses in
connection with any registration hereunder, regardless of whether such
registration becomes effective, including in each case, without limitation, all
registration and filing fees, legal, accounting, disbursements, printing,
messenger and delivery expenses, and fees and expenses of any other person
retained by the Company. The Stockholder's attorney and other professional fees,
if any, and brokers' or other selling commissions with respect to the
Registerable Stock will be borne by the Stockholder.

         Section 2.5 Indemnification. (a) In the event of a registration of any
of the Registerable Stock under the Securities Act, the Company will indemnify
and hold harmless the Stockholder and any underwriter(s) retained by the
Stockholder with respect to the disposition of the Registerable Stock, and each
other person, if any, who controls the Stockholder or underwriter, against any
losses, claims, damages or liabilities, joint or several, to which the
Stockholder or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Registerable Stock was registered
under the Securities Act, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and shall reimburse
the Stockholder, the underwriter(s) and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case if and
to the extent that any such loss, claim,



                                        8

<PAGE>   9



damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in any document made in
reliance upon and in conformity with information furnished by the Stockholder or
such underwriter or such controlling person in writing specifically for use in
the preparation of such documents.

         (b) In the event of a registration of any of the Registerable Stock
under the Securities Act, the Stockholder will indemnify and hold harmless the
Company and each officer of the Company, each director of the Company and each
person who controls the Company against all losses, claims, damages or
liabilities to which the Company or any such officer, director or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or omissions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement under
which such Registerable Stock was registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and shall reimburse the Company and each such
officer, director and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Stockholder shall be liable hereunder in any such case if and only to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission in any document was made in reliance upon and in conformity with
information furnished to the Company by or on behalf of the Stockholder in
writing specifically for use in the preparation of such documents; and provided,



                                        9

<PAGE>   10



further, however, that the liability of the Stockholder hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of shares sold
by the Stockholder under such registration statement bears to the total public
offering price of all securities sold thereunder, but not to exceed the proceeds
actually received by the Stockholder from the sale of Registerable Stock covered
by such registration statement.

         (c) Promptly, but in no event more than five (5) business days, after
receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof. The failure to so notify the indemnifying party shall not
relieve the indemnifying party from its obligations hereunder, except to the
extent that the indemnifying party is actually prejudiced thereby. In case any
such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in and, unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, to assume and undertake the defense
thereof with counsel reasonably satisfactory to such indemnified party, and,
after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, except in the case of a
conflict of interest, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation. No indemnifying party shall be liable for any settlement
of any action or proceeding effected without its written consent. No
indemnifying



                                       10

<PAGE>   11



party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
proceeding.

         (d) If the indemnification provided for in subparagraphs (a) or (b) of
this Section 2.5 shall for any reason be held by a court to be unavailable to an
indemnified party under such subparagraphs in respect of any losses, claims,
damages or liabilities or actions in respect thereof referred to therein, then
each indemnifying party shall in lieu of indemnifying such indemnified party
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of the Company, on the one hand, and
the Stockholder, on the other, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or actions, as well
as any other relevant equitable considerations, or if the allocation provided by
the immediately preceding clause is not permitted by applicable law, in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company and the Stockholder from the offering of the securities hereunder.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepre sentation. In addition, no
individual or entity shall be obligated to contribute hereunder any amounts in
payment for any settlement of any action or proceeding effected without such
individual's or entity's consent.



                                       11

<PAGE>   12



         (e) The indemnification and contribution required by this Section 2.5
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.

         Section 2.6 Assignment. The Registration Rights contained in this
Agreement shall be transferable by the Stockholder to any person or entity to
whom the Stockholder transfers any share of Registerable Stock in a transaction
which does not remove the shares so transferred from the definition of
Registerable Stock hereunder.

         Section 2.7 Underwriters. The Company shall have no obligation to
obtain an underwriter on behalf of the Stockholders but shall be obligated to
cooperate with any underwriter who has agreed to underwrite the public sale of
any Registerable Stock, including, but not limited to, furnishing such
underwriter with such information as it may reasonably request and the execution
of any agreements customarily requested by underwriters in such offerings.


                                   ARTICLE III
                                  MISCELLANEOUS

         Section 3.1 Survival of Agreement; Term. This Agreement shall not be
terminated or amended, nor any provision hereof waived, unless the Stockholder
and the Company agree in writing to such termination, amendment or waiver.

         Section 3.2 Notices. All notices to be given by any party hereunder
shall be in writing and shall be deemed to have been duly given if mailed, by
certified or registered mail, return receipt requested, five (5) business days
after deposit in the United States Mail, or if telexed or telecopied,



                                       12

<PAGE>   13



sent by telegram, or delivered, when confirmation is received, to the relevant
party at its address set forth below:


         If to the Company:

                                    Lexon Technologies Inc.
                                    1401 Brook Drive
                                    Downers Grove, Illinois 60515
                                    Attn: Chief Executive Officer

         If to the Stockholder:

                                    Anthony Perino
                                    720 Plainfield Road
                                    Suite 200
                                    Willowbrook, Illinois 60521

         The parties may change their respective addresses for purposes of
notice hereunder by giving notice of such change to all other parties in the
manner provided in this Section.

         Section 3.3 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the permitted successors and assigns of the parties
hereto.

         Section 3.4 Complete Agreement. This Agreement represents the entire
agreement among the Stockholder and the Company with respect to the matters set
forth herein.

         Section 3.5 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which taken
together are deemed to be one agreement.

         Section 3.6 Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

         Section 3.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflicts of law doctrine.


                                       13

<PAGE>   14


         IN WITNESS WHEREOF, the parties hereto have executed, or caused their
duly authorized representatives to execute, this Agreement as of the day and
year first above written.

                                 THE COMPANY

                                 LEXON TECHNOLOGIES INC.

                                 By:  /s/   Steven J. Peskaitis
                                    ------------------------------------------
                                 Its: /s/   President
                                    ------------------------------------------


                                 THE STOCKHOLDER


                                      /s/ Anthony Perino
                                 ---------------------------------------------
                                 ANTHONY PERINO



                                       14

<PAGE>   1
                                                                       EXHIBIT D

                             POST-CLOSING AGREEMENT

         The undersigned covenant and agree with one another that they will
take, or cause to be taken, each of the following actions on February 10, 2000,
or as soon thereafter as is reasonably possible:

    1.   Anthony Perino will make payment to LEXON Technologies, Inc. (the
         "Company") of $100,000 by wire transfer.

    2.   Thomas Reick will resign as a director of the Company.

    3.   Each of Anthony Perino, Stanley Peskaitis and Steven J. Peskaitis will
         amend that certain Voting Trust Agreement, of even date herewith, by
         and among the parties hereto, to provide for (i) the deposit of an
         additional 1,500,000 shares of the Company's common stock into the
         Voting Trust, subject to the prior rights of the holders of certain
         leins with respect to such shares and (ii) the release of shares from
         the Voting Trust to the extent such released shares are not necessary
         for Anthony Perino to maintain ownership of fifty-one percent (51%) of
         the issued and outstanding common stock of the Company.

    4.   Stanley Peskaitis and Steven J. Peskaitis will enter into agreements
         with the Company (a) providing that no additional warrants will be
         issued in connection with any extension or modification related to the
         maturity date of their outstanding loans to the Company, and (b)
         amending their outstanding Warrants to provide that the strike price
         thereof is and will remain (i) $0.50 per share with respect to one-half
         of such warrants and (ii) $0.25 per share with respect to the other
         half of such warrants.

    5.   Steven J. Peskaitis and the Company will deliver to Perino Schedules
         4.12(e), 4.15.1, 4.16 and 4.22 to that certain Stock Purchase Agreement
         of even date herewith.



                                                          /s/ Anthony Perino
                                            ------------------------------------
                                            Anthony Perino


                                                          /s/ Stanley Peskaitis
                                            ------------------------------------
                                            Stanley Peskaitis


                                                         /s/ Steven J. Peskaitis
                                            ------------------------------------
                                            Steven J. Peskaitis





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