Voting Trust Agreement, Dated As of 2/9/00

VOTING TRUST AGREEMENT


THIS VOTING TRUST AGREEMENT made in Chicago, Illinois, as of February 9, 2000 by and among, Anthony Perino as Voting Trustee ("Voting Trustee"), Steven J. Peskaitis ("SJP") and Stanley Peskaitis ("SP").


WITNESSETH:


WHEREAS, SJP is the owner of 2,774,600 shares (the "SJP Contributed Stock") of the common stock (the "Common Stock"), $.001 par value per share, of LEXON Technologies Inc., a Delaware corporation (the "Company"); ;
WHEREAS, SP is the owner of 1,227,100 shares (the "SP Contributed Stock," with the SJP Contributed Stock and the SP Contributed Stock being hereinafter sometimes collectively referred to as the "Contributed Stock") of Common Stock;


WHEREAS, it is a condition precedent to the obligations of Anthony Perino (the "Buyer') to purchase shares of Common Stock pursuant to the terms of that certain Stock Purchase Agreement, dated as of February 9, 2000 by and among SJP, the Company and the Buyer (the "Purchase Agreement");


WHEREAS, each of SJP and SP acknowledge and agree that due to their substantial ownership of the Common Stock of the Company they will each directly benefit from the transactions contemplated by the Stock Purchase Agreement and that such benefits constitute consideration for their respective agreements contained herein;


WHEREAS, SJP and SP hereto have agreed upon the identity of the Voting Trustee, and upon the form of this Agreement; and


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WHEREAS, the Voting Trustee has consented to act under this Agreement for the purposes herein provided.


NOW, THEREFORE, in consideration of the foregoing, the agreement by Anthony Perino to serve as Voting Trustee, the agreement of SJP and SP to transfer the Stock to the Voting Trustee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


1. Copies of this Agreement, and of every agreement supplemental hereto or amendatory hereof, shall be filed in the principal office of the Company in Chicago, Illinois, and shall be open to the inspection of any stockholder of the Company, or any beneficiary of the trust under this Agreement, daily during business hours. All voting trust certificates ("VT Certificates") issued as hereinafter provided shall be issued, received and held subject to all the terms of this Agreement. Every person, firm or corporation entitled to receive VT Certificates, and their transferees and assigns, upon accepting the VT Certificates issued hereunder, shall become parties to and be bound by the provisions of this Agreement with the same effect as if they had executed the Agreement.


2. Transfer of Stock to Trustee. Concurrent with the execution of this Agreement, each of SJP and SP have deposited with the Voting Trustee certificates representing the SJP Contributed Stock (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee.


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All certificates representing shares of Common Stock so delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows:


(a) with respect to the SJP Certificate(s):


(i) one certificate representing the SJP
Contributed Stock issued to "Antony Perino,
as Voting Trustee under Voting Trust
Agreement dated February 9, 2000;" and


(ii) one certificate representing such number of
shares of Common Stock as is determined by
subtracting the SJP Contributed Stock from
the total number of shares of Common Stock
represented by the SJP Certificate(s).


(b) with respect to the SP Certificate(s):


(i) one certificate representing the SP
Contributed Stock issued to "Anthony Perino,
as Voting Trustee under Voting Trust
Agreement dated February 9, 2000;" and


(ii) one certificate representing such number of
shares of Common Stock as is determined by
subtracting the SP Contributed Stock from
the total number of Common Stock represented
by the SP Certificate(s).


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It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue to bear any restrictive or other legends which appeared on the SJP Certificate(s) or the SP Certificates, as the case may be.


3. The VT Certificates. The VT Certificates to be issued and delivered by the Voting Trustee in respect of the Stock as hereinbefore provided shall be in substantially the form of Exhibit A hereto. The Trustee may, from time to time, make such changes in the form of the VT Certificate as he deems necessary or advisable, provided that such changes shall not be inconsistent with this Agreement.


4. Transfer of Certificates. The VT Certificates shall be transferable on the books of the Voting Trustee by the registered holder thereof, either in person or by attorney thereto duly authorized, upon surrender thereof according to the rules established for that purpose by the Voting Trustee; and the Voting Trustee may treat the registered holder of a VT Certificate as owner thereof for all purposes whatsoever, but the Voting Trustee shall not be required to deliver certificates representing the Stock without the surrender of the VT Certificates issued in respect of such Stock. Every transferee of a VT Certificate or VT Certificates issued hereunder, or of all or any part of the rights under such VT Certificates, or of all or any part of the rights related to the shares of Stock represented by such VT Certificates shall, by the acceptance thereof, become a party to this Agreement and shall be bound by the terms and provisions of this Agreement to the same full extent as if such person were an original party hereto.


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The VT Certificates to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, including Illinois, in reliance on exemptions contained therein. The Stockholders represent that they are acquiring the VT Certificates to be issued to them hereunder for their own account and for investment purposes only, and not with a view to resale or further distribution thereof in whole or in part. The holders of any VT Certificates issued hereunder agree that they will not sell or otherwise transfer any of such VT Certificates or any rights thereunder except in accordance with the provisions of any applicable law, including the Securities Act, any applicable state securities laws, and any rules or regulations thereunder. In order to ensure compliance with such laws, as a condition of making or permitting any transfer or delivery of the VT Certificates hereunder or of any rights thereunder, the Voting Trustee may require the transferee to deliver written representations of the transferee similar to the representations of the Stockholders contained herein and may further require the delivery of a written opinion, addressed to the Voting Trustee, of counsel satisfactory to the Voting Trustee to the effect either that the VT Certificates, or rights thereunder, proposed to be transferred have been duly registered under the Securities Act and any applicable state securities law or that no such registration is required.


5. Dividends, Distributions and Recapitalizations. The Voting Trustee shall collect and receive all dividends or other distributions that may accrue or be paid upon the Stock or other securities subject to this Agreement and shall, as of the date of distribution of such dividend or other distribution, divide and pay the same among the holders of VT Certificates. Payments of dividends


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or other distributions to the holders of VT Certificates shall be in proportion to the number of shares of Stock respectively represented by their VT Certificates.


If any dividend or other distribution in respect of the Stock deposited hereunder is paid in securities of the Company having any voting powe ...