VOTING AGREEMENT
VOTING AGREEMENT, dated as of April 7, 2000 (this "Agreement"), is
entered into between Alta Limited ("Alta"), Sundog Technologies, Inc. ("Sundog")
and RockMountain Ventures Fund, LP ("Rock" and, together with Alta and Sundog,
the "Stockholders").
WHEREAS, holdings by Dominion Income Management Corp. ("Dominion
Management") and Dominion Income Management Corp Profit Sharing Plan ("Dominion
Plan" and together with Dominion Management, "Dominion") of shares of common
stock ("Common Stock") of Envision Development Corporation ("EDV") may be deemed
to be control-share acquisitions pursuant to Section 607.0902, Florida Statutes;
WHEREAS, Sundog and Rock have entered into a certain Amended and
Restated Stock Acquisition Agreement (the "Stock Acquisition Agreement"), dated
as of March 31, 2000, among EDV, Sundog and Rock, pursuant to which Sundog and
Rock will acquire certain shares of Common Stock of EDV;
WHEREAS, pursuant to the Stock Acquisition Agreement, EDV will issue
certain additional number of shares of Common Stock to Sundog and Rock (defined
in the Stock Acquisition Agreement as the "Post-Approval Shares") subject to the
approval of the stockholders of EDV (the "Final Issuance");
NOW, THEREFORE, the parties agree as follows:
Section 1. Each Stockholder hereby agrees with each other Stockholder
that it shall, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of stockholders of EDV, however called, or in
connection with any written consent of holders of Common Stock, (a) if a meeting
is held, appear at such meeting or otherwise cause all the shares of Common
Stock (whether acquired heretofore or hereafter) that are beneficially owned or
held of record by such Stockholder or as to which such Stockholder has, directly
or indirectly, the right to vote or direct the voting, to be counted as present
thereat for purposes of establishing a quorum, and (b) vote or consent (or cause
to be voted or consented), in person or by proxy, all such shares of Common
Stock, in favor of each of (to the extent applicable with respect to each
Stockholder): (i) the Final Issuance to Sundog and Rock, (ii) the elimination of
the effects of anti-takeover statutes, and the reinstating of voting rights, to
shares of Common Stock held by Dominion or any of their transferees, (iii) the
change of the jurisdiction of incorporation of EDV to the State of Delaware, and
(iv) any action required in furtherance of each thereof.
Section 2. This Agreement shall terminate, and no party shall have any
rights or duties hereunder, on December 31, 2000, unless otherwise agreed to in
writing by the parties hereto.
Section 3. From time to time, at the other party's request and without
further consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate the transactions contemplated by this Agreement.
1
<PAGE>
Section 4. This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware (without giving effect to choice of law
principles thereof).
Section 5. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement.
Section 6. This Agreement shall be binding on and be for the benefit of
any of the Stockholders' transferees of the Common Stock.
[Rest of page intentionally left blank.]
2
<PAGE>
IN WITNESS WHEREOF, Alta, Sundog and Rock have caused this Agreement to
be signed by their respective officers or other authorized person thereunto duly
authorized as of the date first written above.
ALTA LIMITED
By: /s/ DIANE STANLEY
------------------
Name:Diane Stanley
Title:Director
SUNDOG TECHNOLOGIES, INC.
By: /s/ ALAN RUDD
--------------
Name:Alan Rudd
Title:Chief Executive Officer
ROCKMOUNTAIN VENTURES FUND, LP
By: ROCKMOUNTAIN VENTURES,
LLC, General Partner
By: /s/ ROBERT J. EDENS JR.
------------------------
Name:Robert J. Edens Jr.
Title:Managing Director
