<PAGE>
Exhibit 2
List of Stockholders That Have Executed
Voting Agreements and Irrevocable Proxies
<TABLE>
<CAPTION>
Name of Stockholder Class of Stock Number of Shares
=================================================================================================
<S> <C> <C>
L.A. Gornto, Jr. Common Stock 275,000
-------------------------------------------------------------------------------------------------
H.T.E., Inc. Series A Preferred 750,000
Common Stock 1,250,000
-------------------------------------------------------------------------------------------------
Edward S. Jordan Common Stock 250,000
-------------------------------------------------------------------------------------------------
Bernard B. Markey Common Stock 113,000
-------------------------------------------------------------------------------------------------
D. Van Morris Common Stock 101,000
-------------------------------------------------------------------------------------------------
Edward A. Moses Common Stock 15,833
-------------------------------------------------------------------------------------------------
William Knox North Common Stock 457,173
-------------------------------------------------------------------------------------------------
O.F. Ramos Common Stock 277,424
-------------------------------------------------------------------------------------------------
Trudy Sulzer None -0-
=================================================================================================
Total (including Series A Preferred on an as 3,489,430
converted basis)
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(Form of Voting Agreement and Irrevocable Proxy)
DEMANDSTAR.COM, INC.
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is made and entered into as of
---------
November 20, 2000, between Onvia.com, Inc., a Delaware corporation ("Acquiror"),
--------
and the undersigned stockholder ("Holder") of DemandStar.com, Inc., a Florida
------
corporation ("Target").
------
RECITALS
Pursuant to an Agreement and Plan of Merger dated as of November 20, 2000
(the "Merger Agreement") by and among Acquiror, Dragon Acquisition Corporation,
----------------
a Florida corporation and wholly owned subsidiary of Acquiror ("Sub"), and
---
Target, Sub is merging with and into Target (the "Acquisition") and Target, as
-----------
the surviving corporation of the Acquisition, will thereby become a wholly owned
subsidiary of Acquiror. Pursuant to the Merger Agreement and a request from
Acquiror, in order to induce Acquiror to enter into the Merger Agreement, Target
has agreed to use its best efforts to solicit the proxy of certain significant
stockholders of Target on behalf of Acquiror, and to cause certain significant
stockholders of Target to execute and deliver to Acquiror Voting Agreements in
the form hereof. The Holder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
------------
such number of shares of the outstanding Common Stock and Preferred Stock, of
Target as is indicated on the final page of this Agreement (the "Shares").
------
In consideration of the execution of the Merger Agreement by Acquiror,
Holder agrees not to transfer or otherwise dispose of any of the Shares, or any
other shares of capital stock of Target acquired by Holder hereafter and prior
to the Expiration Date (as defined in Section 1(a) below), and agrees to vote
the Shares and any other such shares of capital stock of Target so as to
facilitate consummation of the Acquisition.
AGREEMENT
The parties agree as follows:
1. Agreement to Retain Shares.
--------------------------
(a) Transfer and Encumbrance. Holder agrees not to transfer (except as
------------------------
may be specifically required by court order), sell, exchange, pledge (except in
connection with a bona fide loan transaction, provided that any pledgee agrees
not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the
Shares or any New Shares (as defined in Section 1(b)) prior to the Expiration
Date and also agrees to be subject to the Proxy (as defined in Section 3)) or
otherwise dispose of or encumber the Shares or any New Shares, or to make any
offer or agreement relating thereto, at any time prior to the Expiration Date.
As used herein, the term "Expiration Date" shall mean the earlier to occur of
---------------
(i) such date and time as the Acquisition shall become effective in
-1-
<PAGE>
accordance with the terms and provisions of the Merger Agreement, (ii) June 30,
2001, and (iii) six months after the date of termination of the Merger
Agreement.
(b) New Shares. Holder agrees that any shares of capital stock of
----------
Target that Holder purchases or with respect to which Holder otherwise acquires
beneficial ownership after the date of this Agreement and prior to the
Expiration Date ("New Shares") shall be subject to the terms and conditions of
----------
this Agreement to the same extent as if they constituted Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders of
------------------------
Target called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Target with respect to any of the following, Holder shall vote the Shares and
any New Shares (i) in favor of approval of the Merger Agreement and the
Acquisition and any matter that could reasonably be expected to facilitate the
Acquisition, and (ii) against any proposal for any recapitalization, merger,
sale of assets or other business combination (other than the Acquisition)
between Target and any person or entity other than Acquiror or any other action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of Target under the Merger
Agreement or which could result in any of the conditions to Target's obligations
under the Merger Agreement not being fulfilled. This Agreement is intended to
bind Holder as a stockholder of Target only with respect to the specific matters
set forth herein.
3. Irrevocable Proxy. Concurrently with the execution of this Agreement,
-----------------
Holder agrees to deliver to Acquiror a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in
--------- -----
Section 607.0722(b)(5) of the Florida Business Corporation Act, covering the
total number of Shares and New Shares beneficially owned or as to which
beneficial ownership is acquired (as such term is defined in Rule 13d-3 under
the Exchange Act) by Holder set forth therein.
4. Representations, Warranties and Covenants of Holder. Holder hereby
---------------------------------------------------
represents, warrants and covenants to Acquiror that Holder (i) is the beneficial
owner of the Shares, which at the date of this Agreement and at all times up
until the Expiration Date will be free and clear of any liens, claims, options,
charges or other encumbrances; (ii) does not beneficially own any shares of
capital stock of Target other than the Shares (excluding shares as to which
Holder currently disclaims beneficial ownership in accordance with applicable
law); and (iii) has full power and authority to make, enter into and carry out
the terms of this Agreement and the Proxy.
5. Additional Documents. Holder hereby covenants and agrees to execute and
--------------------
deliver any additional documents necessary or desirable, in the reasonable
opinion of Acquiror, to carry out the purpose and intent of this Agreement.
6. Consent and Waiver. Holder hereby gives any consents or waivers that
------------------
are reasonably required for the consummation of the Acquisition under the terms
of any agreement to which Holder is a party or pursuant to any rights Holder may
have.
-2-
<PAGE>
7. Termination. This Agreement and the Proxy delivered in connection
-----------
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
8. Miscellaneous.
-------------
(a) Amendments and Waivers. Any term of this Agreement may be amended
----------------------
or waived with the written consent of the parties or their respective successors
and assigns. Any amendment or waiver effected in accordance with this Section
8(a) shall be binding upon the parties and their respective successors and
assigns.
(b) Governing Law. This Agreement and all acts and transactions
-------------
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.
(c) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
(d) Titles and Subtitles. The titles and subtitles used in this
--------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Notices. Any notice required or permitted by this Agreement shall
-------
be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
three business days after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice.
(f) Severability. If any provision of this Agreement is held invalid,
------------
illegal or unenforceable for any reason, the parties agree that such invalidity,
illegality or unenforceability will not affect the validity, legality or
enforceability of the remaining provisions of this Agreement, if (i) such
invalidity, illegality or unenforceability does not materially affect the intent
or economic bargain detailed herein; or (ii) the parties agree to substitute for
the invalid, illegal or unenforceable provision a valid, legal and enforceable
provision which most closely approximates the intent and economic effect of the
invalid provision.
-3-
<PAGE>
The parties have caused this Agreement to be duly executed on the date
first above written.
ACQUIROR
ONVIA.COM, INC.
By:_____________________________________
Name:___________________________________
(print)
Title:__________________________________
Address:________________________________
________________________________
HOLDER
By:_____________________________________
Name:___________________________________
(print)
Title:__________________________________
Holder's Address for Notice:
________________________________________
________________________________________
________________________________________
Shares beneficially owned:
Class of Shares Number of Shares
--------------- ----------------
<PAGE>
EXHIBIT A
---------
IRREVOCABLE PROXY
TO VOTE STOCK OF
DEMANDSTAR.COM, INC.
The undersigned stockholder of DemandStar.com, Inc., a Florida corporation
("Target"), hereby irrevocably (to the full extent permitted by Section
------
607.0722(b)(5) of the Florida Business Corporation Law) appoints the members of
the Board of Directors of Onvia.com, Inc., a Delaware corporation ("Acquiror"),
--------
and each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the full extent that the undersigned
is entitled to do so) with respect to all of the shares of capital stock of
Target that now are or hereafter may be beneficially owned by the undersigned,
and any and all other shares or securities of Target issued or issuable in
respect thereof on or after the date hereof (collectively, the "Shares") in
------
accordance with the terms of this Proxy and in accordance with the third
paragraph hereof. The Shares beneficially owned by the undersigned stockholder
of Target as of the date of this Proxy are listed on the final page of this
Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies
given by the undersigned with respect to any Shares are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares until after the expiration Date (as defined below).
This Proxy is irrevocable (to the extent permitted by Section
607.0722(b)(5) of the Florida Business Corporation Law) is granted pursuant to
that certain Voting Agreement of even date herewith, by and among Acquiror and
the undersigned stockholder (the "Voting Agreement"), and is granted in
----------------
consideration of Acquiror entering into that certain Agreement and Plan of
Merger, of even date herewith, by and among Target, Acquiror and Dragon
Acquisition Corporation, a Florida corporation ("Sub") and wholly owned
---
subsidiary of Acquiror (the "Merger Agreement"). The Agreement provides for the
----------------
merger of Sub with and into Target (the "Acquisition"). As used herein, the term
-----------
"Expiration Date" shall mean the earlier to occur of (i) such date and time as
---------------
the Acquisition shall become effective in accordance with the terms and
provisions of the Merger Agreement, (ii) June 30, 2001, and (ii) six months
after the date of termination of the Merger Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting and other rights of the undersigned with respect to the
Shares (including, without limitation, the power to execute and deliver written
consents pursuant to Section 607.0722(b)(5) of the Florida Business Corporation
Law), at every annual, special or adjourned meeting of the stockholders of
Target and in every written consent in lieu of such meeting (i) in favor of
approval of the Acquisition and the Merger Agreement and in favor of any matter
that could reasonably be expected to facilitate the Acquisition, and (ii)
against any proposal for any recapitalization, merger, sale of assets or other
business combination (other than the Acquisition) between Target and any person
<PAGE>
or entity other than Acquiror or any other action or agreement that would result
in a breach of any covenant, representation or warranty or any other obligation
or agreement of Target under the Merger Agreement or which could result in any
of the conditions to Target's obligations under the Merger Agreement not being
fulfilled. The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided above. The undersigned stockholder may vote
the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
<PAGE>
This Proxy is irrevocable (to the extent provided in Section 607.0722(b)(5)
of the Florida Business Corporation Law).
Dated: November 20, 2000
___________________________________
(Signature of Holder)
___________________________________
(Print Name of Holder)
Shares beneficially owned:
Class of Shares Number of Shares
--------------- ----------------
