VOTING
AGREEMENT

    


    This
agreement is entered into this 21st day of
January 2009 by and between Dean R. Marks (hereinafter referred to as “Mr.
Marks”), Sarilee Marks (hereinafter referred to as “Mrs. Marks”), and Miguel de
Anquin (hereinafter referred to as “Mr. de Anquin”).  Each party to
this Agreement is referred to herein as a “Party,” and they are all referred to
collectively as “Parties.”

    


    Recitals

    


    WHEREAS,
Bright Future Technologies, LLC (hereinafter referred to as “Bright Future”) was
organized as a limited liability company in the State of Nevada on December 13,
2006;

    


    WHEREAS,
from the date of Bright Future’s formation until August 29, 2008, Mr. Marks, the
husband of Mrs. Marks owned 34% of the total equity membership interests in
Bright Future and Mrs. Marks, the wife of Mr. Marks, owned 33% of the total
equity membership interests  in Bright Future (“Mrs. Marks Membership
Interest”);

    


    WHEREAS,
on August 29, 2008, Mrs. Marks transferred the Mrs. Marks Membership Interest to
Mr. Marks and thus from August 29, 2008 to September 1, 2008, Mr. Marks owned
67% of the total equity membership interests in Bright Future;

    


    WHEREAS,
from the date of Bright Future’s formation until September 1, 2008, Mr. de
Anquin owned 33% of the total equity membership interests in Bright Future;
and

    


    WHEREAS,
the Parties had an oral understanding and agreement as to the voting of each of
their equity membership interests in Bright Future while each was an owner of
such equity membership interests and wish to document such prior understanding
and agreement.

    


    Agreement

    


    NOW
THEREFORE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS:

    


    
      	
              1.

            	
              From
      December 13, 2006 to September 1, 2008, Mr. Marks, Mrs. Marks (during the
      period which Mrs. Marks owned the Mrs. Marks Membership Interest) and Mr.
      de Anquin had a verbal agreement to vote all of their equity membership
      interests in Bright Future, on any given issue for which a member’s vote
      was required, including but not limited to the election of officers and
      directors, in concert (the “Verbal Agreement”).  As part of the
      Verbal Agreement, if Mr. Marks and Mr. de Anquin could not agree on how to
      vote their collective equity membership interests, then Mr. Marks was
      allowed to vote both his and Mr. de Anquin’s equity membership interests,
      and, in connection with such, Mr. de Anquin had knowingly and voluntarily
      waived any claim he may have had to object to the means and or manner that
      Mr. Marks voted their collective equity membership
    interests.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	
              2.

            	
              The
      Parties hereby agree to acknowledge the existence of the Verbal Agreement
      and to memorialize the Verbal Agreement between the Parties by the
      execution of this Agreement.

            


    

    


    
      	
              3.

            	
              The
      Parties hereby further agree to execute any and all documents necessary to
      effectuate the intent and terms of this
  Agreement.

            


    

    


    
      	
              4.

            	
              This
      Agreement shall be the full and final agreement between the Parties and
      shall constitute the full and final agreement between the Parties with
      respect to the subject matter of this
Agreement.

            


    

    


    
      	
              5.

            	
              If
      any provision of this Agreement shall be found to be invalid or
      unenforceable in any respect, this Agreement shall be interpreted and
      enforceable as if such provision were severed or limited, but only to the
      extent necessary to render such provision and this Agreement
      enforceable.

            


    

    


    
      	
              6.

            	
              Any
      and all modifications to this Agreement must be undertaken in writing and
      signed by all Parties.

            


    

    


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    IN
WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the date first set forth above.

    


    
      
        
          	
                  /s/ Dean
      R. Marks

                	 	
                  /s/ Miguel de Anquin

                
	
                  DEAN
      R. MARKS

                	 	
                  MIGUEL
      de ANQUIN

                


        

      

    

    


    
      
        	
                /s/ Sarilee Marks

              	 
      
	
                SARILEE
      MARKS

              	 
      


      

    


    
      
         


      

      
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