Voting Trust - Arberman

EXHIBIT 11


Voting Trust Agreement - Arberman


110


IRREVOCABLE TRUST


THIS AGREEMENT dated October 15, 1998 by and between Joel Arberman ("Grantor") and the Board of Directors, as Trustee ("Trustee").


RECITALS:


WHEREAS, Grantor desires to transfer 1,000,000 shares of Common Shares (the " Shares") of SMD Group Inc., a Delaware corporation (the "Corporation") and receive Trust Certificates (the "Certificates") for Shares of the Corporation issued hereunder pursuant to the applicable provisions of the Delaware Corporation Act.


NOW, THEREFORE, for valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. Recitals. The above recitals are those of the Grantor and are true and correct and are incorporated herein by reference.


2. Transfer of Shares and Acceptance of Trust. Grantor hereby transfers and assigns to the Trustee the Shares of the Corporation, to be held in trust by the Trustee for Grantor under the terms and conditions contained herein, and directs that the Shares be transferred to the Trustee on the books of the Corporation.


3. Duties of Trustee.


a. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The specific duties of the Trustee are as follows:


To execute and deliver to the Grantor the Certificates;


To hold the Shares until they may be released pursuant to the provisions of Paragraph 3 (b) below; and


To record this Agreement and all other documents necessary to effect this
Agreement with the Corporation.


b. The Shares shall be released pro-rated from this Agreement during its term
as follows: the aggregate number of Shares initially deposited hereunder
shall be cancelled subject to the limitation that for every Preferred
Share Class C released by the Corporation, ten Shares shall be cancelled.
All Shares not cancelled within 36 months from the date hereof, shall be
released to the Grantor.


c. No provision of this Agreement shall require the Trustee to expend or risk his own funds or otherwise incur personal financial liability in the performance of any of his duties hereunder or in the exercising of any of his rights or powers, if there are reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to him. The Trustee may consult with ...