Unassociated Document


      

    VOTING
AGREEMENT

    


    THIS VOTING AGREEMENT, dated
as of January 27, 2011 (this “Agreement”), is made by and among WES CONSULTING, INC., a
Florida corporation (“Corporation”), FYODOR PETRENKO, an individual
resident of the State of New Jersey (“Petrenko”), and LOUIS S. FRIEDMAN, an
individual resident of the State of Georgia (“Friedman”).

     

    WITNESSETH:

    


    WHEREAS, this Agreement is
being delivered pursuant to that certain Stock Purchase Agreement, dated as of
January 27, 2011 (the “Purchase Agreement”), by and among the Corporation,
Petrenko, Web Merchants, Inc., a Delaware corporation (“Web Merchants”) and
Dmitrii Spetetchii, pursuant to which, among other things, Petrenko has agreed
to sell all of his shares of capital stock of Web Merchants to the Corporation
in exchange for the issuance of shares of the common stock, par value $.01 per
share, of the Corporation (the “Common Stock”);

     

    WHEREAS, as a result of the
transactions contemplated by the Purchase Agreement, Petrenko will own
25,394,400 shares of Common Stock;

     

    WHEREAS, Friedman is the
President and Chief Executive Officer of the Corporation and owns 28,394,376
shares of Common Stock;

     

    WHEREAS, the Corporation is in
the process of amending its Articles of Incorporation to create Series A
Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock”),
and promptly following the amendment of its Articles of Incorporation, the
Corporation will issue 4,300,000 shares of the Preferred Stock to Friedman,
and

     

    WHEREAS, Friedman and Petrenko
have agreed to enter into this Agreement and to restrict their right to vote
their shares of Preferred Stock and Common Stock, as well as any additional
shares of the voting capital stock of the Corporation subsequently acquired by
them, in accordance with the terms and conditions of this
Agreement.

     

    NOW, THEREFORE, in
consideration of the premises and of the mutual promises set forth herein, and
other good and valuable consideration, the adequacy, receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    SECTION
1.     Definitions;
Construction. For
purposes of this Agreement, the following terms shall have the following
meanings:

     

    (a)           “Affiliate” shall
mean, with respect to a Person, any Person which controls, is controlled by or
is under common control with such Person and any officer, director, shareholder
or employee of such Person and any member of the Immediate Family of any natural
person.

     

    (b)           “Board” shall mean the
board of directors of the Corporation.

     

    (c)           “Director” shall mean
a member of the Board.

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    (d)           “Corporation” shall
mean WES Consulting, Inc., a Florida corporation, and any corporation that shall
succeed to the business and assets of the Corporation in a transaction (such as
a merger, consolidation, or reorganization) in which the Stock of the
Corporation is converted into capital stock of such successor
corporation.

     

    (e)           “Immediate Family”
shall mean, with respect to any natural person, such natural person’s spouse,
lineal descendants, grandparent or grandparents, parent or parents, brother or
brothers, and sister or sisters, in every case including, as appropriate,
adoptive relationships.

     

    (f)           “Person” means an
individual, a partnership, a corporation, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization or association, a
limited liability company, a limited liability partnership, or a government
entity (or any department, agency, or political subdivision
thereof).

     

    (g)           “Stock” shall mean the
authorized shares of the Common Stock, the authorized shares of the Preferred
Stock, and any other authorized shares of capital stock of the Corporation (of
whatever kind, class or designation), whether now or hereafter authorized, if
such shares generally have the right to elect Directors of the
Corporation.

     

    Throughout
this Agreement, the words “own”, “owns” or “ownership” shall include the
ownership of all shares by such Person, whether beneficially, as defined in Rule
13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended,
or of record.

     

    SECTION
2.    General
Prohibition Against Transfers. Neither Friedman nor
Petrenko shall sell, assign, pledge, dispose of, hypothecate, or otherwise
transfer (whether by operation of law or otherwise), or encumber any interest in
his Stock (“Proposed Transfer”), except in accordance with the terms of this
Agreement.

     

    SECTION
3.    Permitted
Transfers. The
provisions of Section 2 hereof shall not apply to a Proposed Transfer of Stock
to or for the benefit of (i) any trust for the sole benefit of Friedman or
Petrenko, (ii) any Proposed Transfer made in compliance with the terms of
Sections 5 and 6 hereof, or (iii) any Immediate Family of Friedman or Petrenko
upon his adjudication by a court of competent jurisdiction that he is
permanently incompetent to manage his person or property; provided, however, that any
such transferees shall take such Stock subject to all restrictions, terms and
conditions of this Agreement and shall execute and deliver to the Corporation a
written confirmation of the same prior to acquiring such Stock.

     

    SECTION
4.     Board Composition; Election
of Officers; Governance Matters.

     

    (a)           As
soon as practicable after the consummation of the transactions contemplated by
the Purchase Agreement, Friedman and Petrenko shall take all such actions with
respect to the voting of all shares of Stock now owned and held or hereafter
acquired by either of them to cause there to be elected as Directors (i)
Friedman and Petrenko or a designee selected by each of Friedman and Petrenko,
and (ii) one (1) additional Director mutually designated by Friedman and
Petrenko, it being expressly understood that Ron Scott (“Scott”) shall serve as
such mutual designee for so long as Scott remains an employee of the
Corporation.

      

    
      
         


      

      
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    (b)           At
such time as the shareholders of the Corporation have increased the number of
Directors serving on the Board to four (4) Directors, Friedman and Petrenko
shall take all such actions with respect to the voting of all shares of Stock
now owned and held or hereafter acquired by either of them to cause there to be
elected as Directors (i) Friedman and Petrenko or a designee selected by each of
Friedman and Petrenko, and (ii) one (1) additional Director designated by each
of Friedman and Petrenko.

     

    (c)           At
such time as the shareholders of the Corporation have increased the number of
Directors serving on the Board to five (5) Directors, Friedman and Petrenko
shall take all such actions with respect to the voting of all shares of Stock
now owned and held or hereafter acquired by either of them to cause there to be
elected as Directors (i) Friedman and Petrenko or a designee selected by each of
Friedman and Petrenko, (ii) one (1) additional Director mutually designated by
Friedman and Petrenko, it being expressly understood that Scott shall serve as
such mutual designee for so long as Scott remains an employee of the
Corporation; and (iii) one (1) additional Director designated by each of
Friedman and Petrenko.

     

    (d)           All
other and additional Directors serving on the Board shall be appointed and
elected as provided in the Articles of Incorporation and Bylaws of the
Corporation.

     

    (e)           Friedman
and Petrenko may each remove any Director designated by him for any reason or
for no reason, and if a Director designated by Friedman or Petrenko is removed,
resigns, dies or otherwise ceases to be a Director, for any reason or for no
reason, then Friedman or Petrenko, as the case may be, shall be entitled to
designate the Person to replace such Director designated by Friedman or Petrenko
for the remainder of his or her unexpired term. In the event that Directors
shall be entitled to fill a vacancy on the Board, then Friedman and Petrenko
agree to cause their respective representative Directors to vote to fill such
vacancy in accordance with the immediately preceding sentence.

     

    (f)           Friedman
and Petrenko further agree to cause their designated Directors serving on the
Board:

     

    (1)           to
elect and appoint Friedman as the President and Chief Executive Officer of the
Corporation, Petrenko as the Executive Vice President of the Corporation, and
Scott (or such other Person as Friedman and Petrenko shall mutually designate)
as the Secretary and Chief Financial Officer of the Corporation, with such
duties and responsibilities as provided in the Articles of Incorporation and
Bylaws of the Corporation and the resolutions and written instructions of the
Board; and

     

    (2)           to
restrict the officers of the Corporation from taking any of the following
actions on behalf of the Corporation without the prior approval of the
Board:

     

    (i) the
sale, lease, encumbrance, loan, exchange or other transfer of the assets of the
Corporation other than in the usual and regular course of business;

     

    (ii) the
creation of any liability by or on behalf of the Corporation, whether actual or
contingent, in excess of $50,000.00, including, but not limited to, any loan,
guarantee, or other agreement which may result in indebtedness to the
Corporation; provided that such limitation shall not apply to any liability
incurred in connection with the purchase of inventory, in each case incurred in
the ordinary course of the Corporation’s business consistent with past
practice;

      

    
      
         


      

      
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    (iii)
making any loan or advance to, or otherwise providing funds or credit to or for,
any other Person;

     

    (iv)
entering into any agreement not in the usual and regular course of the
Corporation’s business;

     

    (v)
organizing a subsidiary or acquiring an equity or other interest in any other
Person, or entering into a joint venture or strategic alliance;

     

    (vi)
making any investment, by way of capital contribution or otherwise, in or with
any Person except (I) investments and direct obligations of, or instruments
unconditionally guaranteed by, the United States of America or in certificates
of deposit issued by, and time deposits with, a commercial bank having capital
and surplus in excess of one (1) billion dollars; (II) investments in any money
market account maintained with a financial institution; (III) demand deposit
accounts maintained in the ordinary course of business; (IV) commercial papers
rated A-1 or better by Standard and Poor’s Corporation of P-1 or better by
Moody’s Investor Services, Inc.;

     

    (vii)
making capital expenditures in any fiscal year in excess of the level approved
by the Board in the capital budget adopted by the Board for that fiscal
year;

     

    (viii)
issuing, distributing, redeeming, retiring, purchasing, acquiring or selling any
equity or debt securities of the Corporation or apply any of its property to any
of the foregoing except as otherwise provided in this Agreement;

     

    (ix)
declaring or paying any dividends, or setting apart any sum for the payment of
any dividends on, or making any other distribution or reduction of capital
otherwise in respect of, any shares of the Common Stock, except as otherwise
provided in this Agreement;

     

    (x)
changing the Corporation’s current lines of business or entering into any new
line of business;

     

    (xi)
retaining any attorney, accountant, investment banker, financial advisor or
person performing a similar function to represent or provide services to the
Corporation;

     

    (xii)
authorizing or approving the budget for the Corporation;

     

    (xiii)
authorizing or entering into any agreement or arrangement (whether or not in
writing) between the Corporation and any of its officers, directors,
shareholders or affiliates;

      

    
      
         


      

      
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    (xiv)
filing, or consenting by answer otherwise to the filing against it, of a
petition for relief or reorganization or arrangement or any other petition in
bankruptcy or insolvency under the laws of any jurisdiction, making an
assignment for the benefit of its creditors or consenting to the appointment of
a custodian, receiver, trustee or other officer with similar powers for itself
or for any substantial part of its assets or taking or omitting any other action
which would result (with the giving of notice or passage of time or both) in the
Bankruptcy of the Corporation or any of its subsidiaries; or

     

    (xv)
agreeing (whether or not in writing) to do any of the foregoing;

     

    provided, however, that nothing
in this Section 4(c)(2) shall be deemed to restrict the authority of the Board
to oversee the management of the Corporation as provided in the Articles of
Incorporation and Bylaws of the Corporation and applicable law.

     

    (g)           Neither
Friedman nor Petrenko shall vote their shares of Stock now owned and held or
hereafter acquired by either of them, or vote in their respective capacities as
Directors of the Company, to approve or consent to the undertaking of any of the
following actions, unless Friedman or Petrenko shall have first obtained the
affirmative vote or written consent of the other (which affirmative vote or
consent shall not be unreasonably withheld or delayed):

     

      (1)           the
transfer, sale, conveyance or assignment of all or substantially all of the
assets of the Corporation (or contract for or suffer or permit any of the
foregoing), including, without limitation, options to purchase and so called
“installment sales contracts,” “land contracts,” or “contracts for
deed”);

     

     
(2)           the merger
or consummation of any share exchange with any other Person pursuant to which
the Corporation will not be the surviving Person in such
transaction;

     

     
(3)           the
amendment or modification of this Agreement, the Articles of Incorporation or
the Bylaws of the Corporation;

     

     
(4)           the
undertaking generally of any act which is in contravention of this
Agreement;

        

     
(5)           the
subdivision of the Stock, by split up or otherwise, or combination of the
Stock;

     

     
(6)          the issuance of
additional shares of the Stock other than in connection with Stock that is
issuable under current commitments, including but not limited to stock options,
convertible debt, payment agreements, and warrants; and

     

     
(7)           the filing
of a voluntary petition or otherwise initiate proceedings (i) to have the
Corporation adjudicated insolvent or, (ii) seeking an order for relief of
the Corporation as debtor under the United States Bankruptcy Code (11 U.S.C. §§
101 et seq.); the
filing of any petition seeking any composition, reorganization, readjustment,
liquidation, dissolution or similar relief under the present or any future
federal bankruptcy laws or any other present or future applicable federal, state
or other statute or law relative to bankruptcy, insolvency, or other relief for
debtors with respect to the Corporation; or the seeking of the appointment of
any trustee, receiver, conservator, assignee, sequestrator, custodian,
liquidator (or other similar official) of the Corporation or of all or any
substantial part of the Corporation’s property; or the making of any general
assignment for the benefit of creditors of the Corporation; or the admission in
writing of the inability of the Corporation to pay its debts generally as they
become due; or the declaration of or otherwise effecting a moratorium on the
Corporation’s debt or take any action in furtherance of any proscribed
action.

      

    
      
         


      

      
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    (h)           The
parties hereto agree to work together and take all actions necessary or
advisable to carry out the intent of this Agreement and to give maximum effect
to the provisions hereof, including, without limitation, the calling of special
meetings of the shareholders of the Corporation and the amendment of the
constituent documents of the Corporation, as may be necessary or
advisable.

     

    SECTION
5.     Right of First
Refusal.

     

    (a)           Neither
Friedman nor Petrenko shall make any Proposed Transfer of all or any portion of
his Stock now owned and held or hereafter acquired to any Person other than as
provided in Section 3 hereof unless he has first complied with the provisions of
this Section 5 and Section 6 hereof.  Neither Friedman nor Petrenko
shall make a Proposed Transfer of all or any portion of his Stock now owned and
held or hereafter acquired to any Person other than as provided in Section 3
hereof, in one or more related transactions, unless (i) such shareholder (the
“Selling Shareholder”) has received a bona fide written offer (the “Purchase
Offer”) from the proposed transferee of the Selling Shareholder’s Stock (the
“Purchaser”) to purchase all or any portion of the Selling Shareholder’s Stock
(the “Offered Shares”), which offer shall be in writing signed by the Purchaser,
and (ii) the Selling Shareholder first offers to sell to the other shareholder
hereunder (the “Refusal/Co-Sale Shareholder”) the Offered
Shares.  Prior to making any Proposed Transfer that is subject to this
Section 5, the Selling Shareholder shall give the Refusal/Co-Sale Shareholder
written notice (the “Offer Notice”) which shall include (1) the identity of the
Purchaser, (2) a copy of the Purchase Offer, and (3) an offer (the “Offer”) to
sell to the Refusal/Co-Sale Shareholder the Offered Shares upon the same terms
and conditions as those provided for in the Purchase Offer.  The Offer
shall be irrevocable for a period of ten (10) days following receipt by the
Refusal/Co-Sale Shareholder of the Offer Notice (the “Offer
Period”).

    


    (b)           At
any time during the Offer Period, the Refusal/Co-Sale Shareholder may, in lieu
of accepting such Selling Shareholder’s right of co-sale pursuant to Section 6
hereof, accept the Offer of the Offered Shares by giving written notice to the
Selling Shareholder of such acceptance. If the Refusal/Co-Sale Shareholder
accepts the Offer, the closing of the sale of the Offered Shares shall take
place within sixty (60) days after the Offer is accepted by the Refusal/Co-Sale
Shareholders or, if later, the date of closing set forth in the Purchase
Offer.  At such closing, the Selling Shareholder will deliver
certificates for such Offered Shares against payment of the purchase price
therefor, and the Selling Shareholder shall deliver, and the Refusal/Co-Sale
Shareholder will acquire, the Offered Shares free and clear of all liens,
pledges, encumbrances, restrictions and security interests of any
kind.

      

    
      
         


      

      
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    (c)           If
the Refusal/Co-Sale Shareholder does not accept the Offer, or if the
Refusal/Co-Sale Shareholder does not purchase all of the Offered Shares pursuant
to the Offer, by the expiration of the Offer Period (and the Refusal/Co-Sale
Shareholder also elects not to sell pursuant to the Co-Sale Notice pursuant to
Section 6 hereof), then the Selling Shareholder may sell the remaining Offered
Shares to the Purchaser at any time within ninety (90) days after the last day
of the Offer Period, provided that such sale (i) shall be made on terms no less
favorable to the Selling Shareholder than the terms contained in the Purchase
Offer, and (ii) may only be made to the Purchaser identified in the Purchase
Offer.  In the event that the Offered Shares are not sold in
accordance with the terms of the immediately preceding sentence, the Offered
Shares shall again be subject to all of the conditions and restrictions of this
Agreement.  Any Proposed Transfer by the Selling Shareholder after the
last day of the ninety-day period referred to in this Section 5(c) or without
strict compliance with the terms, provisions and conditions of this Section 5
and the other terms, provisions and conditions of this Agreement, shall be null
and void and of no force or effect.

    


    SECTION
6.     Right of
Co-Sale.

    


    (a)           If
the Selling Shareholder pursuant to Section 5 hereof proposes to make a Proposed
Transfer of all or any portion of his Stock now owned and held or hereafter
acquired to any Person other than as provided in Section 3 hereof, in one or
more related transactions, then such Selling Shareholder shall, in addition to
the Offer Notice pursuant to Section 5 hereof, promptly give written notice (the
“Co-Sale Notice”) to the Refusal/Co-Sale Shareholder, contemporaneous with the
Offer Notice referred to in Section 5 hereof.  The Co-Sale Notice
shall contain substantially the same information as the Offer Notice, including,
without limitation, the Co-Sale Shares to be transferred, the nature of such
Proposed Transfer, the consideration to be paid, and the name and address of
each Purchaser.

    


    (b)           In
lieu of the rights of the Refusal/Co-Sale Shareholder pursuant to Section 5
hereof, the Refusal/Co-Sale Shareholder shall have the right, exercisable upon
written notice to the Selling Shareholder during the Offer Period referred to in
Section 5(a) hereof, to participate in such Proposed Transfer on the same terms
and conditions specified in the Co-Sale Notice.  To the extent that
the Refusal/Co-Sale Shareholder exercises such right of participation in
accordance with the terms and conditions set forth below, the percentage of
Co-Sale Shares that the Selling Shareholder may sell in the transaction shall be
correspondingly reduced.  The Refusal/Co-Sale Shareholder shall effect
his participation in the Proposed Transfer by promptly delivering for transfer
to the Purchaser his Stock which he elects to sell.  If the
Refusal/Co-Sale Shareholder exercises the right set forth in this Section 6(b),
then the Selling Shareholder and the Refusal/Co-Sale Shareholder may each sell
all or any part of their respective Stock equal to the product obtained by
multiplying (1) the Co-Sale Shares covered by the Co-Sale Notice by (2) a
fraction, the numerator of which is the number of shares of Stock owned by each
shareholder at the time of the Proposed Transfer, and the denominator of which
is the aggregate number of shares of Stock of both shareholders at the time of
the Proposed Transfer.

    


    (c)           The
Stock delivered pursuant to Section 6(b) hereof shall be transferred to the
Purchaser in consummation of the sale of the Stock pursuant to the terms and
conditions specified in the Co-Sale Notice, and the Selling Shareholder shall
concurrently therewith remit to the Refusal/Co-Sale Shareholder that portion of
the sale proceeds to which the Refusal/Co-Sale Shareholder is entitled by reason
of his participation in such sale.  To the extent that any Purchaser
prohibits such assignment or otherwise refuses to purchase any of the Stocks
from the Refusal/Co-Sale Shareholder, the Selling Shareholder shall not sell to
such Purchaser any Co-Sale Shares unless and until, simultaneously with such
sale, the Selling Shareholder shall purchase such Stock from the Refusal/Co-Sale
Shareholder.
 

    
      
         


      

      
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    (d)           The
exercise or non-exercise of the rights of the shareholders hereunder to
participate in one or more sales of Co-Sale Shares shall not adversely affect
their respective rights to participate in subsequent sales of Co-Sale Shares
subject to Section 6(a) hereof.

    


    (e)           If
the Refusal/Co-Sale Shareholder elects not to participate in the sale of the
Co-Sale Shares subject to the Co-Sale Notice within the Offer Period referred to
in Section 6(a) hereof (and fails to respond to the Offer Notice or rejects the
Offer pursuant to Section 5 hereof), then the Selling Shareholder shall be free
for a period of ninety (90) days after the expiration of the Offer Period to
transfer the Co-Sale Shares to the Purchaser thereof for the same or greater
price and on the same terms and conditions as set forth in the Co-Sale
Notice.  If the Selling Shareholder does not transfer the Co-Sale
Shares within the ninety-day period referred to in this Section 6(e), then the
Selling Shareholder’s right to transfer the Co-Sale Shares pursuant to this
Section 6 shall terminate.

    


    SECTION
7.    Preemptive
Rights.  If, prior to any
firm commitment underwritten offering by the Corporation of shares of the Common
Stock to the public pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or any subsequent Federal statute thereto,
the Corporation shall issue any equity securities consisting of the Common Stock
or other equity securities convertible into the Common Stock, each of Friedman
and Petrenko shall be entitled to purchase the portion of such Common Stock or
other equity securities to be issued that is necessary in order that the
aggregate shares of the Common Stock held by Friedman or Petrenko constitutes
the same percentage of all of the Common Stock (assuming the conversion,
exercise or exchange of all convertible equity securities) after the issuance of
such Common Stock or convertible equity securities as before the issuance
thereof; provided, however, that such
preemptive right shall not apply to (a) issuances of the Common Stock or equity
securities convertible into the Common Stock upon the conversion, exercise or
exchange of equity securities issued in compliance with the provisions of this
Section 7, (b) issuances of the Common Stock or equity securities convertible
into the Common Stock in connection with an exercise of the preemptive rights
granted hereunder, (c) issuances of Common Stock or equity securities to a
Person pursuant to the terms of any stock options, warrants or other equity
securities convertible into the Common Stock that are issued and outstanding on
the date hereof or any stock option, warrant or convertible security plan or
policy approved by Friedman and Petrenko and the Directors designated by
Friedman and Petrenko, or (d) issuances of Common Stock or equity securities,
approved by Friedman and Petrenko and the Directors designated by Friedman and
Petrenko, to a Person in connection with a business relationship as long as the
primary purpose of such issuance is not equity financing.  The price
of securities which Friedman and Petrenko each becomes entitled to purchase by
reason hereof shall be the same price at which such securities are offered to
others.  Friedman or Petrenko may exercise his right under this
Section 7 to purchase the Common Stock or other equity securities convertible
into the Common Stock by paying the purchase price therefor at the principal
office of the Corporation within thirty (30) days after receipt of notice from
the Corporation (which notice by the Corporation shall be given at least
thirty-five (35) days before the issuance of the Common Stock or other equity
securities convertible into the Common Stock) stating the number or amount of
the Common Stock or other equity securities convertible into the Common Stock
that the Corporation intends to issue and the price and characteristics
thereof.  Friedman and/or Petrenko shall pay such purchase price in
cash or by check; provided, however, that if the
Corporation is indebted to Friedman or Petrenko, then Friedman or Petrenko shall
be entitled, at his sole option, to credit against the purchase price all or any
portion of the Corporation’s indebtedness to him which is then
due.  Friedman’s and Petrenko’s contractual preemptive rights
hereunder shall be deemed to be exercised immediately prior to the close of
business on the day of payment of the purchase price in accordance with the
foregoing provisions, and at such time Friedman and/or Petrenko shall be treated
for all purposes as the record holder of the equity securities, as the case may
be.  As promptly as practicable (and in any event within five (5)
days) after the purchase date, the Corporation shall issue and deliver at its
principal office a certificate or certificates for the number of full shares of
the Common Stock or the number of full shares or amount, whichever is
applicable, of other equity securities convertible into the Common Stock,
together with cash for any fraction of a share or portion of such other equity
security at the purchase price to which Friedman or Petrenko is entitled
hereunder.
  

    
      
         


      

      
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    SECTION
8.     Termination. This Agreement shall
terminate upon the occurrence of any of the following events:

     

    (a)           the
Corporation shall have (i) applied for or consented to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its assets; (ii) made a general
assignment for the benefit of its creditors, (iii) commenced a voluntary case
under the Federal Bankruptcy Code of 1978 (“Code”); (iv) filed a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or readjustment of debts, (v) failed
to controvert within 60 days or in a timely and appropriate manner, or
acquiesced in writing to, any petition filed against it in an involuntary case
under the Code, or (vi) taken any corporate action for the purpose of effecting
the foregoing;

     

    (b)           the
written consent of Friedman and Petrenko;

     

    (c)           either
Friedman or Petrenko owns fifty percent (50%) or less of the shares of Stock
that he owns as of the date hereof; and

     

    (d)           the
date of death of Friedman or Petrenko.

     

    Upon the
termination of this Agreement, Friedman and Petrenko may each surrender to the
Corporation the certificates representing his Stock, and the Corporation shall
issue to him in lieu thereof new certificates for an equal number of shares
without the endorsement set forth in Section 13 hereof.

     

    SECTION
9.    Corporation
Actions. The
Corporation agrees that it will not make any transfer of shares of Stock on the
Corporation’s stock transfer books except in accordance with, and otherwise will
not take any action with respect to the issuance of certificates representing
shares of Stock to any proposed transferee that violates, the terms of this
Agreement. The Corporation agrees to so instruct its transfer agent as to the
requirements of this provision and to issue shares of Stock with the legend set
forth in Section 13 hereof, as appropriate.

      

    
      
         


      

      
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    SECTION 10.  Binding
Effect. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors, assigns, heirs and legal
representatives.

     

    SECTION 11.  Applicable
Law. This
Agreement shall be governed by and construed in accordance with the substantive
laws of the State of Georgia, without regard to application of the conflicts of
laws principles of such jurisdiction. The respective obligations of the parties
hereunder shall be subject to compliance with all applicable laws and
regulations including, without limitation, the laws of the State of
Georgia.

     

    SECTION 12.  Counterparts. This Agreement may be
executed in any number of counterparts all of which together shall constitute
one and the same instrument.

     

    SECTION 13.  Legends. Each certificate
representing shares of Stock owned or held by Friedman or Petrenko shall have,
in addition to any other legends which may be required or appropriate, endorsed
thereon legends in substantially the following forms:

     

    “These
securities are subject to the provisions of that certain Voting Agreement among
the corporation, the holder named on this certificate and certain other
stockholders of the corporation, as the same shall be amended from time to time,
and no transfer hereof may be made in violation thereof. A copy of said
Agreement is available for inspection at the offices of the
corporation.”

     

    SECTION 14.  Notices. All notices and other
communications given or made pursuant hereto shall be in writing and shall be
deemed to have been duly given or made as of the date delivered, mailed or
transmitted, and shall be effective upon receipt, if delivered personally,
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like changes of address) or sent by
electronic transmission to the telecopier number specified below:

     

    (a)           If
to the Corporation or Friedman:

     

    WES
Consulting, Inc.

    2745
Bankers Industrial Drive

    Atlanta,
GA 30360

    Attn:                      Louis
S. Friedman, President

    Facsimile:
[TO COME]

     

    (b)           If
to Petrenko:

     

    Mr.
Fyodor Petrenko

    1095
Cranbury S. River Rd., Suite 7

    Jamesburg,
NJ  08831

    Facsimile:
[TO COME]

      

    
      
         


      

      
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    SECTION 15.  Severability. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were
omitted.

     

    [Signatures
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    IN WITNESS WHEREOF, the
parties have executed this Voting Agreement, individually or through its duly
authorized officer, as the case may be, all as of the date first written
above.

     

    
      
        
          
            
              
                	 
      	
                        WES
      CONSULTING, INC.

                      
	 
      	 
      
	 
      	
                        By: 

                      	      
                        /s/
      Louis S. Friedman

                      
	 
      	
                        Name:
      Louis S. Friedman

                      
	 
      	
                        Title:
      President and CEO

                      
	 	 
	 
      	      
                        /s/
      Fyodor Petrenko

                      
	 
      	
                        FYODOR
      PETRENKO

                      
	 	 
	 
      	      
                        /s/
      Louis S. Friedman

                      
	 
      	
                        LOUIS
      S.
FRIEDMAN

                      


              

            

          

        

      

    

      

    
      
         


      

      
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