VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT (this "Agreement is made effective as of February
22, 1999 (the "Effective Date"), by and between Upgrade International
Corporation (the "Trustee"), and Work Product Investment Trust (the
"Shareholder").
Whereas, the Shareholder is the holder of record of Five Million
(5,000,000) shares of common stock in EforNet Corporation, a California
corporation (the "Corporation"); and
Whereas, the Shareholder desires to transfer to the Trustee the voting
power of One Hundred Thousand (100,000) shares of its stock in the Corporation
(the "Shares") for a period of time in order to facilitate the purposes for
which the Corporation was formed; and
Whereas, the Trustee will act as a voting trustee of the Shares;
Now, the therefore, it is hereby agreed as follows:
1. TRANSFER OF STOCK TO TRUSTEE. The Shareholder, simultaneously with
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the execution of this Agreement, shall assign and deliver all the Shares to the
Trustee, to be held subject to the terms of this Agreement for a period
commencing on the Effective Date of this Agreement and ending on September 30,
2000. The Trustee immediately shall cause the Shares to be transferred to
itself, as Trustee, on the books of the Corporation, and shall endorse across
the face of all certificates held by it hereunder the following legend:
"This certificate is held subject to a Voting Trust Agreement, effective as
of February 22, 1999, a copy of which is in the possession of Upgrade
International Corporation , as trustee."
2. VOTING. At all meetings of shareholder of the Corporation, and in
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all proceedings affecting the Corporation, the Trustee shall have the right to
vote the Shares hereunder in such manner as it may determine in its sole
discretion,
3. ASSIGNMENT OF SHARES. The beneficial interest in any Shares
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deposited hereunder may be transferred by a separate instrument of assignment,
which shall refer to the provisions of this Agreement. Upon delivery of a copy
of such assignment to the Trustee, the assignee shall be deemed the beneficial
owner of such Shares for all purposes of this Agreement
4. DIVIDENDS. The Shareholder shall be entitled to receive payments
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from the Trustee equal to the cash dividends received by the Trustee on the
Shares deposited.
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by the Shareholder. If dividends are declared in voting stock of the
Corporation, the Trustee shall retain such stock, which shall be deemed to have
been deposited under the terms of this Agreement, provided that the Trustee
notifies the Shareholder of the declaration of such dividends. Stock dividends
declared in stock without voting power shall be assigned immediately to the
Shareholder by the Trustee.
5. TERMINATION. Upon the termination of this Agreement, the Trustee
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shall assign and deliver to the Shareholder the Shares to which it is
beneficially entitled.
6. BINDING EFFECT. This Agreement shall inure to the benefit of and be
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binding upon the Shareholder, its successors and assigns, and upon the Trustee.
7. ENTIRE AGREEMENT. This Agreement supersedes all agreements
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previously made between the parties relating to its subject matter There are no
other understandings or agreements between them.
8. NOTICES. All notices or other documents under this Agreement shall
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be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the parties at their last know addresses.
9. NON WAIVER. No delay or failure by a party to exercise any right
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under this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
10. HEADINGS. Headings in this Agreement are for convenience only and
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shall not be used to interpret or construe its provisions.
11. GOVERNING LAW. This Agreement shall be construed in accordance with
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and governed by the laws of the State of Washington.
12. SEVERABILITY. This Agreement is intended to comply with Washington
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law. If any provision of this Agreement or any application thereof shall be
determined to be invalid or unenforceable, the remainder of this Agreement and
any application thereof not be affected thereby.
13. COUNTERPARTS. This Agreement may be executed in counterparts, on
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separate signature pages, or by facsimile and if so executed, each shall be
deemed an original and all shall constitute one and the same agreement binding
upon all parties notwithstanding that all parties are not signatory to the same
counterpart, page or facsimile.
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In witness whereof the parties have signed this Agreement by their duly
authorized representatives as of the date set forth below, but made effective as
of February 22, 1999,
SHAREHOLDER:
WORK PRODUCT INVESTMENT TRUST
/s/David Zucker
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By: David Zucker
Dated: 3/21/2000 Its: Trustee
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TRUSTEE:
UPGRADE INTERNATIONAL CORPORATION
__________________________________
By:_______________________________
Dated:______________________ Its:______________________________
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