Exhibit 3
TERMINATION OF SHAREHOLDER VOTING AGREEMENT AND TERMINATION OF PROXY
WHEREAS, the record owners of shares of common stock of Sunrise Resources,
Inc., a Minnesota corporation (the "Company"), that are listed on Exhibit A
hereto (the "Shareholders") have entered into that certain Shareholder Voting
Agreement as of May 1, 1996 (the "Agreement"); and
WHEREAS, under the Agreement, the Shareholders agreed to vote their shares
and take such other actions as Xxxxx X. Xxxx ("Xx. Xxxx") directs with respect
to the resolution of the Claims described in the Agreement; appointed Xx. Xxxx
as their agent with respect to all rights and powers of such Shareholder arising
in connection with the Claims; and appointed Xx. Xxxx as each such Shareholders'
proxy to vote the shares if such Shareholder failed to vote such shares as Xx.
Xxxx directed; and
WHEREAS, pursuant to paragraph 7 of the Agreement, the Agreement shall
terminate and cease to be effective upon a resolution of the Claims, as
determined by Xx. Xxxx, in his sole discretion; and
WHEREAS, as of this date, the arbitration proceedings with respect to the
Claims has been completed, subject only to the granting of an award with respect
thereto; and
WHEREAS, pursuant to that certain Proxy dated September 26, 1996, Xx. Xxxx
was appointed a proxy to vote 300,000 of the shares of the Company on behalf of
the Xxxxxxx X. Xxxx Trust, Xxxxxxx X. Xxxxxxx, Trustee ("Proxy"), and Xx. Xxxx
wishes to terminate the Proxy, effective immediately;
THEREFORE, pursuant to paragraph 7 of the Agreement, Xx. Xxxx hereby
determines that for purposes of the Agreement the completion of the arbitration
proceedings represents a resolution of the Claims and the Agreement is hereby
terminated and, as a result, any proxies in favor of Xx. Xxxx given under the
Agreement are hereby revoked;
FURTHER, the Proxy is hereby revoked and terminated, effective immediately.
Dated: April 30, 1997 /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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