SHAREHOLDERS' AND VOTING AGREEMENT

                                  by and among

                                  DOMINIX, INC.

                                       and

                              THE SHAREHOLDERS THAT
                             ARE SIGNATORIES HERETO

                          DATED AS OF NOVEMBER 25, 2003

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                                Table of Contents

                                                                            Page
                                                                            ----

Section 1.        Definitions............................................     1
Section 2.        Methodology for Calculations...........................     2
Section 3.        Voting Agreement.......................................     2
Section 4.        Restrictions on Transfers of Stock.....................     3
Section 5.        Tag-Along Rights.......................................     3
   5.1.     Tag-Along....................................................     3
   5.2.     Tag-Along Obligations........................................     3
   5.3.     Closing......................................................     4
Section 6.        Certain Covenants......................................     4
   6.1.     Financial Statements, Other Information and Access...........     4
   6.2.     Management Reports...........................................     5
   6.4      Board and Committee Notice Requirement.......................     6
   6.5      Action by the Board of Directors.............................     6
   6.6      Reimbursement of Certain Expenses............................     6
   6.7      Directors' Indemnification; Insurance........................     6
Section 7.        Conflicting Agreements.................................     7
Section 8.        Legend.................................................     7
Section 10.       Duration of Agreement..................................     8
Section 11.       Further Assurances.....................................     8
Section 12.       Amendment and Waiver...................................     8
Section 13.       Severability...........................................     9
Section 14.       Entire Agreement; Effect on Prior Agreement............     9
Section 15.       Successors and Assigns.................................     9
Section 16.       Counterparts...........................................     9
Section 17.       Remedies...............................................     9
Section 18.       Notices................................................     9
Section 19.       Governing Law, Consent to Jurisdiction.................    10
Section 20.       Miscellaneous..........................................    10
Section 21.       Construction...........................................    10

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                       SHAREHOLDERS' AND VOTING AGREEMENT

      THIS  SHAREHOLDERS'  AND VOTING AGREEMENT (the  "Agreement") is made as of
November  25,  2003 by and among  DOMINIX,  INC.,  a Delaware  corporation  (the
"Company"),  and each of the  shareholders  of the Company  executing one of the
signature pages attached hereto.

                              W I T N E S S E T H:

      WHEREAS,  as of the date hereof,  Steven A.  Horowitz,  Woo Chih Chun, and
Snapper  Partners LLC (the  "Investors") own an aggregate of 1,638,666 shares of
the Company's Series A Convertible  Preferred Stock,  which are convertible into
327,733,200  shares of the Company's  Common  Stock,  par value $.0001 per share
(the "Common Stock"); and

      WHEREAS,  the principal  shareholders  listed on the  signature  page (the
"Principals") of Jade Entertainment Group, Inc., a New York corporation ("Jade")
are receiving 82,167 shares of Series B Convertible Preferred Stock, pursuant to
an Agreement and Plan of Merger by and among Dominix,  Inc., Jade  Entertainment
Group, Inc., Jade Acquisition Corp. and the Principals; and

      WHEREAS, the parties hereto deem it to be in their best interests to enter
into an agreement establishing and setting forth their agreement with respect to
certain rights and  obligations  associated  with ownership of shares of capital
stock of the Company.

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:

Section 1.  Definitions.  As used  herein,  the  following  terms shall have the
following meanings:

"Affiliate"  means (i) with respect to any Person,  any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with such  specified  Person and (ii) with  respect to any  individual,
shall also mean the spouse, parent, sibling, child, step-child, or grandchild of
such Person, or the spouse thereof.

"By-laws"  means the By-laws of the Company as in effect on the date hereof,  as
they may be amended from time to time hereafter.

"Commission" means the U.S. Securities and Exchange Commission.

"Common  Stock" means the Common Stock,  par value $.01 per share of the Company
and any equity securities issued or issuable with respect to the Common Stock in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.

"Common  Stock  Equivalents"  means any  warrants,  options or other  securities
convertible into, or exchangeable or exercisable for, shares of Common Stock.

"Company" has the meaning assigned to it in the Preamble.


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"Excluded  Securities"  means (a)  options  issued by the Company to a director,
officer or employee of the Company  pursuant to any stock option or similar plan
(and any shares of Common Stock issuable  thereunder) existing or outstanding as
of the date hereof, or to the extent such arrangements are approved by the Board
of Directors and the Company's shareholders after the date hereof, or (b) shares
of Common Stock  issuable  upon  conversion,  exchange or exercise of any Common
Stock  Equivalent  outstanding  as of the  date  hereof  or other  Common  Stock
Equivalent  approved after the date hereof in the manner set forth in clause (a)
above.

"Person" means any individual,  corporation,  limited liability company, limited
or general partnership, joint venture, association,  joint-stock company, trust.
unincorporated   organization   or   government   or  any  agency  or  political
subdivisions thereof

"Public  Sale"  means a Transfer  pursuant  to a bona fide  underwritten  public
offering  pursuant  to an  effective  registration  statement  filed  under  the
Securities  Act,  pursuant to Rule 144 under the Securities  Act, or pursuant to
any other  provisions of the Securities Act or rules thereunder where subsequent
Transfers would not be subject to Transfer restrictions thereunder.

"Registration  Agreement" means the Registration  Rights Agreement,  dated as of
the date hereof,  between the Company and the other parties thereto as it may be
amended from time to time.

"Securities Act" means the Securities Act of 1933, as amended.

"Shareholders"  means the parties to this Agreement (other than the Company) and
any other subsequent holder of Stock who agrees to be bound by the terms of this
Agreement.

"Stock"  means  (i) any  shares  of  Common  Stock  and  (ii) any  Common  Stock
Equivalents,  in each  case,  whether  owned  on the  date  hereof  or  acquired
hereafter by a Shareholder.

"Subsidiary" means with respect to any Person, (i) any corporation,  partnership
or other entity of which shares of capital  stock or other  ownership  interests
having  ordinary  voting  power to elect a majority of the board of directors or
other similar managing body of such corporation, partnership or other entity are
at the time owned by such Person,  or (ii) the  management of which is otherwise
controlled,  directly or indirectly,  through one or more intermediaries by such
Person.

"Transfer"  as to any Stock,  means to sell or in any way directly or indirectly
transfer, assign,  distribute,  pledge, encumber or otherwise dispose of, either
voluntarily or involuntarily.

"Voting  Shares"  means any  securities  of the Company the holders of which are
generally entitled to vote for members of the Board.

Section 2. Methodology for  Calculations.  Except as otherwise  provided in this
Agreement,  for purposes of  calculating  (i) the amount of  outstanding  Common
Stock  as of any  date,  (ii)  the  amount  of  Common  Stock  owned by a Person
hereunder and (iii) related  percentages,  all Common Stock Equivalents shall be
treated as having been converted, exchanged or exercised.

Section  3.  Voting  Agreement.  Each  Shareholder  shall vote all of its Voting
Shares  and shall  take all other  necessary  or  desirable  actions  within its
control (including,  without limitation,  attending all meetings in person or by
proxy for purposes of obtaining a quorum, executing all written consents in lieu
of meetings and voting to remove members of the Board, as  applicable),  and the
Company shall take all necessary  and  desirable  actions  within its control to
cause to be elected to the Board of Directors the person designated from time to
time by the Investors  (including  any person  designated as a successor to fill
any vacancy arising by reason of the resignation, death, removal or inability to
serve of any  designee of the  Investors)  pursuant to their rights set forth in
Sections 6.1 to 6.7, below.


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Section  4.  Restrictions  on  Transfers  of Stock.  (a)  Except as set forth in
Section 4(b),  Principals  shall not Transfer any shares of Series B Convertible
Preferred Stock or, upon  conversion,  any Common Stock  (sometimes  referred to
collectively  as  "Securities"  or "Stock"),  until  December 31, 2004;  (b) the
restrictions  of Section 4(a) shall not apply to a private  transfer  subject to
the  Tag-Along  obligation  of Section 5, below,  or a pledge of  Securities  in
connection  with an  institutional  loan to Jade;  (c) any Transfer or attempted
Transfer of Stock in violation of any provision of this Agreement shall be void,
and the  Company  shall  not  record  such  Transfer  on its  books or treat any
purported  transferee of such Securities as the owner of such Securities for any
purpose.

Section 5. Tag-Along Rights.

      5.1.  Tag-Along.  Principals  shall not Transfer  any of their  Securities
until after  December 31, 2004 without  complying  with the terms and conditions
set forth in this Section 5.

      5.2.  Tag-Along   Obligations.   Principals  (the  "Tag-Along  Initiator")
desiring to Transfer  any shares of Stock shall give not less than 20 days prior
written  notice of such intended  Transfer to each of the Investors  ("Tag-Along
Offeree") and to the Company.  Such notice (the  "Tag-Along  Notice")  shall set
forth the terms and conditions of such proposed Transfer,  including the name of
the proposed transferee,  the number of shares proposed to be transferred by the
Tag-Along  Initiator  (the  "Tag-Along  Shares"),  the purchase  price per share
proposed to be paid  therefor  and the payment  terms and type of transfer to be
effectuated.  Within  10 days  after  delivery  of the  Tag-Along  Notice by the
Tag-Along Initiator to each Tag-Along Offeree and to the Company, each Tag-Along
Offeree  shall,  by written  notice to the Tag-Along  Initiator and the Company,
have the  opportunity  and  right  to sell to the  transferee  in such  proposed
Transfer (upon the same terms and  conditions as the Tag-Along  Initiator) up to
that  number of shares of such  Stock  owned by the  Tag-Along  Offeree as shall
equal the product of (x) a  fraction,  the  numerator  of which is the number of
shares  of such  Stock  owned  by the  Tag-Along  Offeree  as of the date of the
Tag-Along  Notice and the denominator of which is the aggregate number of shares
of such  Stock  owned as of the date of the  Tag-Along  Notice by the  Tag-Along
Initiator and all of the Tag-Along  Offerees,  times (y) the number of shares of
such  Stock  owned  as of the  date of the  Tag-Along  Notice  by the  Tag-Along
Offeree; provided, however, that the number of shares of Stock to be sold by any
Tag-Along  Offeree shall not exceed the same  proportion as the number of shares
of Stock to be  Transferred  by the Tag-Along  Initiator  bears to the number of
shares of Stock held by the Tag-Along Initiator.  The amount of Tag-Along Shares
to be sold by any Tag-Along  Initiator shall be reduced to the extent  necessary
to  provide  for such  sales of shares by Tag-  Along  Offerees.  No Person  may
Transfer shares in any transaction  that is subject to this Section 5 unless the
transferee agrees to be bound by and complies with the terms of this Agreement.


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      5.3. Closing.  At the closing of any proposed Transfer in respect of which
a Tag-Along Notice has been delivered, the Tag-Along Initiator together with all
Tag-Along Offerees electing to sell shares, shall deliver, free and clear of all
liens, to the proposed transferee  certificates evidencing the shares to be sold
thereto  duly  endorsed  with  transfer  powers and shall  receive  in  exchange
therefore the  consideration to be paid or delivered by the proposed  transferee
in respect of such shares as described in the Tag-Along Notice.

Section 6. Certain Covenants.

      6.1. Financial  Statements,  Other Information and Access. (a) The Company
shall deliver to each Investor:

            (i)   within 50 days after the end of each  quarterly  period (other
                  than  the  last   quarterly   period)  in  each  fiscal  year,
                  statements  of  consolidated  operations  and cash flows and a
                  statement of consolidated  stockholder's equity of the Company
                  and its  Subsidiaries for the period from the beginning of the
                  then current fiscal year to the end of such quarterly  period,
                  and a  consolidated  balance  sheet  of the  Company  and  its
                  Subsidiaries as of the end of such quarterly  period,  setting
                  forth  in  each  case  in  comparative  form  figures  for the
                  corresponding period or date in the preceding fiscal year, all
                  in  reasonable  detail and  certified  by the Chief  Financial
                  Officer of the  Company,  subject to  changes  resulting  from
                  year-end   adjustments;   provided,   however,  that  delivery
                  pursuant  to  clause  (iii)  below of a copy of the  Quarterly
                  Report on Form 10-Q of the Company for such  quarterly  period
                  filed  with the  Commission  shall be  deemed to  satisfy  the
                  requirements of this clause (i);

            (ii)  within 105 days after the end of each fiscal year,  statements
                  of  consolidated  operations and cash flows and a statement of
                  changes in  consolidated  stockholder's  equity of the Company
                  and its Subsidiaries for such year, and a consolidated balance
                  sheet of the  Company  and its  Subsidiaries  as of the end of
                  such year,  setting forth in each case in comparative form the
                  corresponding  figures from the preceding  fiscal year, all in
                  reasonable   detail  and  examined  and   certified,   without
                  qualification by independent  public accountants of recognized
                  national standing selected by the Company; provided,  however,
                  that delivery  pursuant to clause (iii) below of a copy of the
                  Annual Report on Form 10-K of the Company for such fiscal year
                  filed  with the  Commission  shall be  deemed to  satisfy  the
                  requirements of this clause (ii);

            (iii) promptly  upon  transmission  thereof,   copies  of  all  such
                  financial statements, proxy statements, notices and reports it
                  sends to its stockholders and copies of all such  registration
                  statements   (without   exhibits),   other  than  registration
                  statements   relating   to   employee   benefit  or   dividend
                  reinvestment  plans, and all such regular and periodic reports
                  as it shall file with the Commission; and


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                  (iv)     with reasonable promptness, such other information
                           and financial data concerning the Company as any
                           Person entitled to receive information under this
                           Section 6.1 may reasonably request.

      (b) The Company will permit each  Investor and its  representatives,  upon
reasonable  advance notice,  to visit and inspect,  during normal business hours
and at the  Investor's  expense,  any of the  properties  of the Company and its
Subsidiaries,  to  examine  the  corporate  books and make  copies  or  extracts
therefrom  and to discuss the affairs,  finances and accounts of the Company and
its Subsidiaries with the senior  management  officers of the Company as well as
the accountants of the Company;  provided,  that, without the Company's consent,
which shall not be  unreasonably  withheld,  the  Investors'  right to visit and
inspect the Company's properties shall not exceed four times a year.

      6.2.  Management  Reports.  The  Company  shall  promptly  deliver to each
Investor  (but in any event with ten (10)  business  days) after the end of each
month,  a  monthly  operations  report  including  a month to month  comparative
analysis  of revenues  and  expenses  against  budget and  significant  business
matters,  as well as copies of all reports or other information  provided to the
members of the Board and/or senior management of the Company during such month.

      6.3.  Right of the Investors to Designate  Directors.  (a) The Company and
Principals  shall cause two people  designated by the Investors to be nominated,
and shall use its best efforts to cause such people to be elected (which, in the
case of  Principals,  shall  include  Principals'  affirmative  vote in favor of
Investors' nominee), to the Board of Directors of the Company effective, without
any further action, within five days after such person is designated and at each
annual meeting of stockholders  occurring  thereafter  (people designated by the
Investors  pursuant  to  this  Section  6.3  from  time  to  time,  a  "Investor
Designees").  In connection with any annual meeting of shareholders at which the
term of the Investor Designees is to expire, the Company will take all necessary
action to include the Investor  Designees as management's  nominees for director
and use the same efforts to cause such  Investor  Designees to be elected to the
Board of Directors of the Company as are used with respect to management's other
nominees.  In the event of any  vacancy  arising  by reason of the  resignation,
death,  removal or inability to serve of any Investor  Designees,  the Investors
shall be  entitled  to  designate  a  successor  to fill  such  vacancy  for the
unexpired  term. The Company further agrees that the Investors shall be entitled
to designate a non-voting observer to attend and participate in (but not to vote
at) all meetings of the Board of  Directors of the Company and any  committee of
the Board (the "Non-voting  Observer").  The Non-voting  Observer shall have the
same access to information concerning the business and operations of the Company
and its Subsidiaries and at the same time as directors of the Company, and shall
be  entitled  to  participate  in  discussions  and  consult  with the  Board of
Directors of the Company without voting. The Investor Designees shall be subject
to the reasonable  approval of the Company  except if the Investor  Designees is
Steven Horowitz or a bona fide employee of, or regular  consultant to, Investors
or any of their Affiliates (in which case such approval shall not be necessary).

      (b) The Company and the Investors  acknowledge that the provisions of this
Agreement,   including  6.3(a)  are  intended  to  provide  the  Investors  with
"Contractual  Management Rights" within the meaning of ERISA and the regulations
promulgated thereunder.


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      6.4  Board  and  Committee   Notice   Requirement.   In  addition  to  any
requirements  specified in the By-Laws of the Company,  the Company shall notify
the Investors,  the Investor Designee and the Non-voting Observer,  by telecopy,
of (a) every meeting (or action by written consent) of the Board of Directors of
the Company and (b) every meeting (or action by written consent) of the board of
directors of any  Subsidiary  and of any  committee of the Board of Directors of
the Company or any  Subsidiary,  at least three days in advance of such  meeting
(or distribution of written consents).

      6.5 Action by the Board of Directors. Without the approval of the Board of
Directors of the Company  that  includes  the  affirmative  vote of the Investor
Designee,  the Company shall not, in a single transaction or a series of related
transactions,  at any time after the date hereof,  directly or  indirectly:  (a)
acquire,  sell, lease, transfer or otherwise dispose of any assets other than in
the ordinary  course of business  consistent  with past  practice,  (b) make any
capital  expenditure  not in accordance  with the annual budget  approved by the
Company's  Board of  Directors  for the then  current  fiscal  year,  (c) amend,
supplement,  modify or repeal any provision of the Certificate of  Incorporation
or  By-Laws  of the  Company  or  take  any  other  action,  including,  without
limitation,  the adoption of a stockholders' rights plan or similar plan, or the
consummation of a capital stock repurchase or redemption;  (d) modify, extend or
renew the  agreements  set forth on Schedule A thereto,  (e)  release,  waive or
compromise  any claim  against the  Principals  arising out of the Agreement and
Plan of Merger dated  November __, 2003,  and related  agreements;  (f) make any
investment  in an  amount  in excess of  $500,000;  or (g) the  creation  of any
subsidiary  of the Company,  any merger or other  reorganization  involving  the
Company,  the sale of substantially all of the assets of the Company or the sale
of 51% or more of the shares of any subsidiary thereof.

      6.6  Reimbursement of Certain  Expenses.  The Company shall,  upon request
therefor,  promptly reimburse the Investor Designee (and, to the extent that the
Investor Designee shall not attend or charge therefor,  the Non-voting Observer)
for all reasonable expenses incurred by him in connection with his attendance at
meetings of the Board of  Directors or of  committees  of the Board of Directors
and any other activities  undertaken by him in his capacity as a director of the
Company or any  Subsidiary or observer,  as applicable to the same extent as the
Company would  reimburse any other director in respect of such  activities.  The
foregoing  shall be in addition to, and not in lieu of (or in  duplication  of),
any  indemnification  or  reimbursement  obligations  of the  Company  under the
Certificate of Incorporation or By-Laws of the Company or by Law. The Non-voting
Observer  shall be entitled to  indemnification  from the Company to the maximum
extent  permitted  by Law as though he or she were a director  of the Company or
the Subsidiary.

      6.7 Directors' Indemnification;  Insurance. (a) To the extent commercially
available,  the Company  shall at all times  maintain  directors'  and officers'
liability  insurance  comparable in terms and coverage to that maintained on the
date hereof, and the Investor Designee shall be covered under such insurance.

      (b) The  Certificate of  Incorporation,  By-laws and other  organizational
documents of the Company shall at all times, to the fullest extent  permitted by
law, provide for  indemnification of, advancement of expenses to, and limitation
of the  personal  liability  of, the  members of the Board of  Directors  of the
Company,  and to any Non-Voting  Observer as though he or she were a director of
the Company. Such provisions may not be amended,  repealed or otherwise modified
in any  manner  adverse to any member of the Board of  Directors  or  Non-Voting
Observer of the  Company  until at least six years  following  the date that the
Investor  Designee  is no  longer a member  of the  Board  of  Directors  of the
Company.


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      (c) The Investor Designee and any Non-Voting  Observer is intended to be a
third-party  beneficiary  of the  obligations  of the  Company  pursuant to this
Section 6.7,  and the  obligations  of the Company  pursuant to this Section 6.7
shall be enforceable by the Investor Designee and the Non-voting Observer.

Section 7.  Conflicting Agreements. Each Shareholder represents and
warrants that such Shareholder has not granted and is not a party to any proxy,
voting trust or other agreement which is inconsistent with or conflicts with any
provision of this Agreement, and no holder of Stock shall grant any proxy or
become party to any voting trust or other agreement which is inconsistent with
or conflicts with any provision of this Agreement.

Section 8. Legend.

      (a) Each  Principal and the Company  shall take all such action  necessary
(including exchanging with the Company certificates representing shares of Stock
issued  prior  to the  date  hereof)  to  cause  each  certificate  representing
outstanding  shares  of Stock  beneficially  owned by such  Principal  to bear a
legend containing the following words:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR
OTHERWISE DISPOSED OF (i) UNLESS (A) REGISTERED UNDER SUCH ACT AND ANY
APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS OR (B) AN OPINION OF COUNSEL
SATISFACTORY TO CDKNET.COM, INC. (THE "COMPANY") THAT SUCH REGISTRATION IS NOT
NECESSARY HAS BEEN DELIVERED TO THE COMPANY OR (ii) UNLESS SOLD PURSUANT TO AND
IN COMPLIANCE WITH RULE 144 OF SUCH ACT AND APPLICABLE SECURITIES OR "BLUE SKY"
LAWS."


"IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFER AND TO THE VOTING AGREEMENTS SET FORTH IN THE
SHAREHOLDERS' AND VOTING AGREEMENT DATED AS OF __________, 2003 BY THE COMPANY
AND THE PARTIES THERETO, WHICH EXPIRES ON DECEMBER 31, 2004, A COPY OF WHICH IS
ON FILE IN THE OFFICE OF THE COMPANY."

      (b) The  requirement  that the above  securities  legend  be  placed  upon
certificates  evidencing  shares of Stock  shall  cease and  terminate  upon the
earliest of the following  events:  (i) December 31, 2004, (ii) when such shares
are transferred in an underwritten  public offering,  (iii) when such shares are
transferred  pursuant  to Rule 144  under the  Securities  Act or (iv) when such
shares are  transferred in any other  transaction if the seller  delivers to the
Company an opinion of its counsel, which counsel and opinion shall be reasonably
satisfactory  to the  Company  to the  effect  that  such  legend  is no  longer
necessary  in order to protect  the  Company  against a  violation  by it of the
Securities  Act  upon  any  sale or other  disposition  of such  shares  without
registration  thereunder.  Upon the  consummation  of any  event  requiring  the
removal of a legend hereunder,  the Company,  upon the surrender of certificates
containing such legend, shall, at its own expense,  deliver to the holder of any
such shares as to which the requirement  for such legend shall have  terminated,
one or more new certificates evidencing such shares not bearing such legend.


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Section 9.  Representations  and  Warranties.  Each party hereto  represents and
warrants to the other parties hereto as follows:

      (a) It has full power and  authority  to execute,  deliver and perform its
obligations under this Agreement.

      (b) This  Agreement  has been duly and validly  authorized,  executed  and
delivered  by  it,  and  constitutes  a  valid  and  binding  obligation  of it,
enforceable  against it in  accordance  with its terms except to the extent that
enforceability  may be limited by  bankruptcy,  insolvency or other similar laws
affecting creditors' rights generally.

      (c) The execution,  delivery and  performance of this Agreement by it does
not (x) violate,  conflict  with, or constitute a breach of or default under its
organizational  documents,  if any, or any  material  agreement to which it is a
party or by which it is bound or (y) violate any law,  regulation,  order, writ,
judgment, injunction or decree applicable to it.

      (d) No  consent  or  approval  of, or filing  with,  any  governmental  or
regulatory  body is required to be obtained or made by it in connection with the
transactions contemplated hereby.

      (e) It is not a party  to any  agreement  which is  inconsistent  with the
rights of any party hereunder or otherwise conflicts with the provisions hereof.

Section 10. Duration of Agreement.  The rights and obligations of the Principals
under this Agreement shall terminate at such time as such Principal no longer is
the beneficial owner of any shares of Stock.  This Agreement shall terminate the
earlier of December 31,  2004,  or at such time as the  Investors  own less than
500,000  shares of Common Stock,  except that the terms of Sections 7, 14 and 21
shall survive until, by their respective terms, they are no longer operative.

Section 11. Further Assurances.  At any time or from time to time after the date
hereof,  the parties agree to cooperate  with each other,  and at the request of
any other party, to execute and deliver any further instruments or documents and
to take all such  further  action as the other party may  reasonably  request in
order  to  evidence  or  effectuate  the   consummation   of  the   transactions
contemplated  hereby  and to  otherwise  carry  out the  intent  of the  parties
hereunder.

Section 12.  Amendment  and Waiver.  Except as  otherwise  provided  herein,  no
modification,  amendment or waiver of any provision of this  Agreement  shall be
effective  against  the  Company  or  any  Investor  unless  such  modification,
amendment  or waiver is  approved  in writing  by the  Company,  and  Investors,
excluding  Principals,  owning at least a majority of the outstanding  shares of
Stock.  The  failure  of any  party to  enforce  any of the  provisions  of this
Agreement  shall in no way be construed as a waiver of such provisions and shall
not  affect  the  right of such  party  thereafter  to  enforce  each and  every
provision of this Agreement in accordance with its terms.


                                       8
<PAGE>

Section 13.  Severability.  Whenever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision  or any other  jurisdiction,  but this  Agreement  shall be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

Section 14. Entire Agreement;  Effect on Prior  Agreements.  Except as otherwise
expressly set forth herein, this document and the other documents dated the date
hereof  embodies  the complete  agreement  and  understanding  among the parties
hereto with respect to the subject matter hereof and supersedes and preempts any
prior  understandings,  agreements or  representations  by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
Without limiting the generality of the foregoing,  to the extent that any of the
terms hereof are  inconsistent  with the rights or  obligations of any Principal
under any other  agreement with the Company,  the terms of this Agreement  shall
govern.

Section 15. Successors and Assigns.  Except as otherwise  provided herein,  this
Agreement  shall  bind and inure to the  benefit  of and be  enforceable  by the
Company and its successors  and assigns and each Principal and their  respective
successors,  assigns, heirs and personal  representatives,  so long as they hold
Stock.  Except  pursuant  to a  Permitted  Transfer  or a  Transfer  of Stock in
compliance  with  Section  5, no  Principal  shall  have the right to assign its
rights and obligations under this Agreement,  without the consent of each of the
other Principals.

Section  16.   Counterparts.   This   Agreement  may  be  executed  in  separate
counterparts  each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

Section 17.  Remedies.  Each  Principal  shall be entitled to enforce its rights
under this Agreement  specifically to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that each
party  may in its  sole  discretion  apply  to any  court  of law or  equity  of
competent   jurisdiction  for  specific  performance  and/or  injunctive  relief
(without  posting a bond or other  security)  in order to enforce or prevent any
violation of the provisions of this Agreement.

Section 18.  Notices.  Any notice  provided  for in this  Agreement  shall be in
writing and shall be either  personally  delivered,  or mailed  first class mail
(postage  prepaid)  or sent by  reputable  overnight  courier  service  (charges
prepaid)  to the  Company  at the  address  set  forth  below  and to any  other
recipient  at the address  indicated  on the  signature  pages hereto and to any
subsequent  holder  of  Stock  subject  to this  Agreement  at such  address  as
indicated by the  Company's  records,  or at such address or to the attention of
such other person as the recipient  party has specified by prior written  notice
to the sending party.  Notices will be deemed to have been given  hereunder when
delivered  personally,  three  days after  deposit in the U.S.  mail and one day
after deposit with a reputable overnight courier service.  The Company's address
is:


                                       9
<PAGE>

                  Dominix, Inc.
                  40 Marquette Drive
                  Smithtown, NY  11787
                  Telecopy: (631) 724-6454
                  Attention: Andrew Schenker

                  with a copy to:

                  Sommer & Schneider LLP
                  595 Stewart Avenue, Suite 710
                  Garden City, New York 11530
                  Telecopy: (516) 228-8211
                  Attention: Herbert H. Sommer, Esq.

The Principals' address for notice purposes is:

The address set forth below their respective names on the signature pages
hereto;

In the case of Principals, with a copy to:

                  Adam Laufer, Esq.
                  650 West Avenue Suite 1509
                  Miami Beach, Florida 33139
                  Telecopy: 305.913.7732

In the case of Investors, with a copy to:

                  Sommer & Schneider LLP
                  595 Stewart Avenue, Suite 710
                  Garden City, New York 11530
                  Telecopy: (516) 228-8211
                  Attention: Herbert H. Sommer, Esq.

Section 19.  Governing Law,  Consent to  Jurisdiction.  This Agreement  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
without giving effect to the principles of conflicts of law thereof.

Section  20.  Miscellaneous.  The  descriptive  headings of this  Agreement  are
inserted for  convenience  only and do not constitute a part of this  Agreement.
This  Agreement  is  intended to be a voting  agreement  among  stockholders  as
permitted by Section 218(c) of the Delaware General Corporation Law.

Section 21. Construction.  Where specific language is used to clarify by example
a general statement contained herein, such specific language shall not be deemed
to modify,  limit or  restrict  in any manner the  construction  of the  general
statement to which it relates.  The  language  used in this  Agreement  shall be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.



                                       10
<PAGE>

                            [SIGNATURE PAGE FOLLOWS]


                                       11
<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have executed this  Shareholders'
and Voting Agreement on the day and year first above written.

                                                  DOMINIX, INC.


                                                  By: /s/ Andrew J. Schenker
                                                  ------------------------------
                                                  Name:   Andrew J. Schenker
                                                  Title:  President


                                                  /s/ Steven A. Horowitz
                                                  ------------------------------
                                                  Steven A. Horowitz
                                                  Address:  3 Equestrian Court
                                                  Huntington, N.Y.  11743


                                                  /s/ Woo Chih Chun
                                                  ------------------------------
                                                  Woo Chih Chun
                                                  Address:

                                                  SNAPPER PARTNERS LLC


                                                  By: /s/ Arnold P. Kling
                                                  ------------------------------
                                                  Name:   Arnold P. Kling
                                                  Title:  Managing Member
                                                  Address:

                                                  PRINCIPALS:


                                                  /s/ Raymond Barton
                                                  ------------------------------
                                                  Raymond Barton

                                                  /s/ Timothy Schmidt
                                                  ------------------------------
                                                  Timothy Schmidt


                                       12
<PAGE>

                               SECURITIES HOLDINGS


                                                                   Common Stock
Name                   Title                       Number          Equivalent
----                   -----                       ------          ----------


Steven A. Horowitz     Series A Preferred Stock    693,666         138,733,200

Woo Chih Chun          Series A Preferred Stock    400,000          80,000,000

Snapper Partners LLC   Series A Preferred Stock    545,000         109,000,000
                                                 _________         ___________

                                       TOTAL     1,638,666         327,733,200
                                                 =========         ===========