VOTING TRUST AGREEMENT

This  Agreement  made and  entered  into this 17th day of  April,  2000,  by and
between Enter Tech Corporation  ("ENTR"),  a Nevada corporation,  the holders of
all of the preferred shares of ENTR (the  "Shareholders"),  and Sam Lindsey (the
"Trustee").

                                   WITNESSETH

A.   Recitals

     1. ENTR has Five Million  (5,000,000)  convertible  preferred shares issued
and outstanding. All of such shares are held of record by the Shareholders.

     2. For the purposes of making a consolidated  sale and/or  exchange of said
preferred  shares the  Shareholders  have agreed to enter into this Voting Trust
Agreement and have designated Mr. Sam Lindsey, CEO of Enter Tech Corporation, as
the Trustee for that purpose.

NOW, THEREFORE IT IS AGREED

B.   Terms and Conditions

     1. The Shareholders,  simultaneously  with the execution of this Agreement,
shall sign and deliver their share  certificates  to the Trustee who shall cause
the shares  represented  thereby to be transferred to him as Voting Trustee,  on
the books of ENTR.

     2. The Voting  Trustee  hereby created shall continue for a period of Three
years from the date hereof.  Throughout  such period the Trustee  shall have the
exclusive  right to vote upon such shares or to give written  consent in lieu of
voting thereon,  subject to any limitation on the right to vote contained in the
Articles of  Incorporation  or any other  certificate  filed pursuant to law, in
person or by proxy in all meetings of ENTR shareholders,  and in all proceedings
wherein  the  vote  or  written  consent  of  shareholders  may be  required  or
authorized by law.

     3. The Trustee  shall issue and deliver to each of the  Shareholders  or to
such Shareholder's nominee, certificates for the number of shares transferred by
him to the Trustee in a form  substantially  as follows and attached as "Exhibit
A".

<PAGE>


     4. At the expiration of the term of the Trust hereby  created,  the Trustee
shall, upon surrender of the trust certificates,  deliver to the holders thereof
shares of preferred stock or an agreed upon substitution therefor, of ENTER TECH
CORPORATION  equivalent  in  amount  to the  shares  represented  by  the  trust
certificates  surrendered  provided  all terms of the  Preferred  Series A Stock
Agreement have been met.

     5. The Trustee shall use his judgment in voting upon the  preferred  shares
held by him,  but shall not be liable for the  consequences  of any vote cast or
consent given by him in good faith and the absence of gross negligence.

In Witness  Whereof the parties have signed this  Agreement of the the first day
and year set forth hereinabove.



/s/ Sam Lindsey                             /s/ D. William Thomas
-------------------------------             ------------------------------------
Sam Lindsey, Trustee                        SHAREHOLDER


                                            /s/ Sam Lindsey
                                            ------------------------------------
                                            SHAREHOLDER


                                            /s/ Greg Kaiser
                                            ------------------------------------
                                            SHAREHOLDER