TERMINATION OF VOTING TRUST AGREEMENT
WHEREAS, each of the record owners of shares of common stock of
Sunrise Resources, Inc., a Minnesota corporation (the "Corporation"), that are
listed on Schedule 1 hereto (the "Subject Share") and Xxxxx X. Xxxx (the "Voting
Trustee") entered into that certain Voting Trust Agreement dated September 26,
1996; and
WHEREAS, the stock certificates evidencing the Subject Shares have not
been transferred on the books of the Corporation into the name of the Voting
Trustee; and
WHEREAS, under paragraph 12 of the Voting Trust Agreement, the terms
of the Agreement shall automatically terminate in the event that, inter alia,
the Voting Trustee elects at any time to terminate this Agreement; and
WHEREAS, the Voting Trustee believes that it is unnecessary to
complete the implementation of the transfer of the Subject Shares to the Voting
Trust Agreement;
THEREFORE, pursuant to the power granted to the Voting Trustee under
paragraph 12 of the Voting Trust Agreement, the undersigned Voting Trustee
hereby elects to eliminate the Voting Trust Agreement ab initio.
Dated: April 30, 1997 /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Voting Trustee
Schedule 1
Shareholders Number of Shares
------------ ----------------
XXXXX X. XXXX 1996 GRANTOR
RETAINED ANNUITY TRUST 431,999
XXXXXXX X. XXXX STOCK TRUST 1,054,526
XXXXXXX X. XXXX STOCK TRUST 1,054,526
