Voting Trust Agreement

This Agreement is made as of July 1, 1999, by and between the undersigned parties for the purpose of creating a Voting Trust of certain of the common stock of Prologic Management Systems, Inc. an Arizona corporation, hereinafter called "Company."


1. Exchange of Shares for Voting Trust Certificate. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, simultaneously with the execution of this Agreement, the undersigned shareholders, hereafter called "Certificate Holders," hereby assign and deliver the voting interest in the number of shares of common stock in the Company ("VT Shares") listed opposite their respective names to the Trustee. The Trustee is authorized to cause the VT Shares to be transferred to such Trustee on the books of the Company, and will issue and deliver to each shareholder a Voting Trust Certificate for the number of VT Shares transferred to the Trustee.


2. Form of Certificate. The Voting Trust Certificate shall be in substantially the following form:


"No. 0189 James M. Heim & Marlene Heim JT WROS 275,000 Shares


"No. 0190 James M. Heim & Marlene Heim JT WROS 51,740 Shares


"No. 0227 James M. Heim & Marlene Heim JT WROS 65,000 Shares
-------------


Subtotal 391,740 Shares


"No. 0197 HFG Properties, Ltd. an AZ Limited Partnership 587,320 Shares


"No. 0226 HFG Properties, Ltd. an AZ Limited Partnership 110,000 Shares
--------------


Subtotal 697,320 Shares


PROLOGIC MANAGEMENT SYSTEMS, INC.
VOTING TRUST CERTIFICATE


This is to certify that HFG Properties, Ltd., James M. Heim
and Marlene Heim, JT WROS have transferred to the undersigned Trustee
voting and other rights with respect to the above-stated number of
shares of common stock of Prologic Management Systems, Inc., an Arizona
corporation, or any successor company, to be held by the Trustee
pursuant to the terms of a Voting Trust Agreement dated as of July 1,
1999, pursuant to Section 10-730 of the Arizona Business Corporation
Act, hereafter called "Voting Trust Agreement," a copy of which has
been delivered to the above-named Certificate Holder, and filed in the
office of the secretary of the corporation at Tucson, Arizona. The
Certificate 2
Holder, or his successor or successors-in-interest, will be entitled to
receive payments equal to all cash dividends collected by the Trustee
upon the above-stated number of shares, and to the delivery of a
certificate or certificates for said number of shares upon the
termination of the Voting Trust Agreement, in accordance with its
provisions.


The Certificate Holder, by the acceptance of it, agrees to be
bound by all of the provisions of the Voting Trust Agreement as fully
as if the terms of the Voting Trust Agreement were set forth in this
Certificate.


Executed on July __, 1999 SUNBURST ACQUISITIONS IV, INC.


By____________________________
Trustee"


3. Voting by Trustee. During the period of this Voting Trust, the Trustee shall have the exclusive right to vote the VT Shares or give written consent, in person or by proxy, at all meetings of the shareholders of the Company, and in all proceedings in which the vote or written consent of shareholders may be required or authorized by law.


4. Dividends; Mergers; Proxies. If the Company issues dividends, or if the Company is merged into another corporation or entity wherein Company shareholders become entitled ...