VOTING AGREEMENT


          This  VOTING  AGREEMENT,  dated  as  of  this  15th  day of June, 2006
("Agreement"),  is  by  and  among  Keating Reverse Merger Fund, LLC, a Delaware
limited  liability  company  ("KRM  Fund"),  and each of the other persons whose
signature appears under the caption "Shareholders" on the signature page hereof.
For  purposes  of  this  Agreement,  KRM  Fund,  and each person whose signature
appears on the signature page hereof shall be referred to herein individually as
"Shareholder"  and  collectively  as  the  "Shareholders".

          WHEREAS,  immediately  following the Exchange (as defined below), each
Shareholder will own beneficially of record or have the power to vote, or direct
the vote of, shares of common stock, par value $0.001 per share ("Common Stock")
or  shares  of  Series  A Convertible Preferred Stock, par value $0.01 per share
("Preferred Stock"), of Qorus.com, Inc. ("Qorus"), a Florida corporation, as set
forth  opposite  such Shareholder's name on Exhibit A hereto (all such shares of
                                            ---------
Common  Stock and Preferred Stock and any shares of which ownership of record or
the  power  to  vote  is  hereafter  acquired  by  the  Shareholders, whether by
purchase,  conversion  or  exercise,  prior to the termination of this Agreement
being  referred  to  herein  as  the  "Shares");

          WHEREAS,  Qorus,  VMdirect, L.L.C., a Nevada limited liability company
("VMdirect"),  and  the  Members  of  VMdirect  have  entered  into  an Exchange
Agreement,  dated  May  23,  2006 (as the same may be amended from time to time)
(the  "Exchange  Agreement")  which  provides, upon the terms and subject to the
conditions  thereof,  for  the  exchange of all of the Interests of VMdirect for
Qorus'  Preferred  Shares  (the  "Exchange");

          WHEREAS,  Qorus'  Preferred Shares are convertible into the Conversion
Shares  pursuant to the Certificate of Designations adopted by the filing of the
Articles  of  Amendment;

          WHEREAS, as a condition to the consummation of the Exchange Agreement,
KRM  Fund  has  agreed  to  enter  into  this  Agreement;  and

          WHEREAS,  the capitalized terms used but not defined in this Agreement
shall  have  the  meanings  ascribed  to  them  in  the  Exchange  Agreement;

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
agreements  and  covenants  set  forth herein and in the Exchange Agreement, and
intending  to  be  legally  bound  hereby,  the  parties  hereto hereby agree as
follows:

                                    ARTICLE I
                         VOTING OF SHARES FOR DIRECTORS

          SECTION  1.01     Vote  in  Favor of the Directors.  During the period
                            --------------------------------
commencing  on  the  date  hereof  and  terminating  one  year  thereafter, each
Shareholder, in its capacity as a Shareholder of Qorus (or successor), agrees to
vote  (or  cause  to  be  voted)  all Shares directly or indirectly owned by the
Shareholder  or  over  which the Shareholder has the beneficial ownership or the
right  to  vote  and  all  Shares  which  such  Shareholder acquires directly or
indirectly  or  has  the beneficial ownership or right to vote in the future, at
any  meeting  of  the  Shareholders  of


<PAGE>
Qorus,  and  in  any  action by written consent of the Shareholders of Qorus, in
favor of the election of the Director Designees, as defined herein, to the Board
of  Directors  of Qorus and will not vote (or cause to be voted) for the removal
of  the  Director  Designees from the Board of Directors.  Any Director Designee
may  be  removed  from  the  Board of Directors in the manner allowed by law and
Qorus'  governing documents, but with respect to the Director Designee nominated
by KRM Fund pursuant to Section 1.03 (b), in the event such Director Designee is
removed  as  a director of Qorus, KRM Fund shall have the right to designate and
nominate  such  removed  director's  replacement.

          SECTION  1.02     Size  of  Board of Directors. The Shareholders agree
                            ----------------------------
that  the  Board  of  Directors  of Qorus shall consist of three to five persons
during the term hereof, with the actual number to be determined by resolution of
the  Board of Directors and to initially equal three (3) members effective as of
the Closing, and the Shareholders will take all such action to set the number of
directors  consistent  with  this  section  1.02.

          SECTION  1.03     Director  Designees.  The Director Designees will
                            --------------------
be  as  follows:

               (a)     so  long  as  Craig  Ellins ("Ellins") or  any  successor
entity  acting  as  the record holder of Qorus' securities beneficially owned by
Ellins  is  a  shareholder  of  Qorus, Ellins, provided, however, that if Ellins
elects,  he  may  designate  an additional director in substitution for himself;

               (b)     so  long as Ellins or  any  successor  entity  acting  as
the  record  holder  of  Qorus'  securities  beneficially  owned  by Ellins is a
shareholder  of  Qorus,  one  person  in  addition  to  Ellins (if the number of
directors  is  three),  two  persons  in  addition  to  Ellins (if the number of
directors  is  four),  and three persons in addition to Ellins (if the number of
directors  is  five),  each  designated  by  Ellins;  and

               (c)     for one person designated by KRM Fund, who  is acceptable
to  Ellins,  which  acceptance  shall  not be unreasonably withheld.

          Neither  the  Shareholders,  nor  any  of  the  officers,  directors,
shareholders,  members,  managers,  partners,  employees  or  agents  of  any
Shareholder,  makes  any  representation  or  warranty  as  to  the  fitness  or
competence of any Director Designee to serve on the Board of Directors by virtue
of  such  party's  execution  of  this  Agreement or by the act of such party in
designating  or  voting  for  such Director Designee pursuant to this Agreement.

          SECTION 1.04    Term of Agreement. The obligations of the Shareholders
                          -------------------
pursuant  to this Article I shall terminate on the first anniversary of the date
of  this  Agreement.

                                   ARTICLE II
                          VOTING FOR CORPORATE ACTIONS
                          ----------------------------

          SECTION  2.01     Vote in Favor of Corporate Matters.  During the term
                            ----------------------------------
of this Agreement, each Shareholder hereby agrees and covenants to vote or cause
to  be  voted  all  of  his


                                        2
<PAGE>
Shares  then  owned  by  him,  or over which he has voting power, and all Shares
which  such  Shareholder  acquires  directly or indirectly or has the beneficial
ownership  or  right to vote in the future, at any regular or special meeting of
shareholders,  or,  in  lieu  of any such meeting promptly following the written
request of any Shareholder, to give his written consent in any action by written
consent  of  the  shareholders,  in  favor  of  each  of  the  following  items
("Actions"):

               (a)     To  approve  a  1 for 50 reverse stock split with special
treatment  for certain of Qorus' stockholders to preserve round lot stockholders
("Reverse  Split");

               (b)     To  approve  the  change  of  the name of Qorus to a name
selected  by  the  Board;

               (c)     To  amend  Qorus' Articles  of  Incorporation to increase
the  number of authorized shares of Qorus Common Stock from 50,000,000 shares to
100,000,000  shares;

               (d)     To  reincorporate  in  the  State  of  Delaware;

               (e)     To  approve  the  adoption  of  a  stock  incentive  plan
("Stock  Plan")  reserving  not  more  than  2,500,000  shares  of  Qorus Common
Stock  for  issuance  thereunder  (on  a  post-Reverse  Split  basis),  which
number  includes  outstanding  VMdirect  Purchase  Rights (which are in the form
of  options) to be assumed  by  Qorus  (on  a  post-Reverse  Split  basis);  and

               (f)     All  such  other   actions  as   shall  be  necessary  or
desirable  in  connection  with  or  related  to  the  foregoing  actions in (a)
through  (e)  above including, without limitation, any amendment to the articles
of  incorporation  of  Qorus  to  effect  the  foregoing.

          SECTION  2.02     Grant of  Proxy;  Further  Assurance. In  the  event
                            ------------------------------------
that,  in connection with any regular or special meeting of shareholders, or, in
lieu  of  any  such  meeting,  with  a  written consent in any action by written
consent  of  the  shareholders, within five (5) days following a written request
thereof  by Ellins (or a representative thereof), a Shareholder fails to vote or
cause  to  be voted all of his Shares in favor of the Actions in accordance with
the  instructions  set  forth  in  such written request, or to execute a written
consent  in  connection  therewith,  each  Shareholder,  by this Agreement, with
respect  to  all  Shares  over  which  it  has  voting  authority and any Shares
hereinafter  acquired  by  such  Shareholder  over  which  it  may  have  voting
authority,  does  hereby  irrevocably  constitute  and  appoint  Ellins,  or any
nominee, with full power of substitution, as his or its true and lawful attorney
and  proxy,  for  and  in his or its name, place and stead, to vote each of such
Shares  as  such  Shareholder's  proxy,  at  every  annual, special or adjourned
meeting  of  the  shareholders  of Qorus (including the right to sign his or its
name  (as Shareholder) to any consent, certificate or other document relating to
Qorus  that  may  be  permitted  or  required by applicable law) in favor of the
adoption  and  approval  of  each of the Actions. This proxy extends to no other
matter,  except  for  the  Actions  as  enumerated above. Each Shareholder shall
perform  such further acts and execute such further documents and instruments as
may  reasonably  be  required  to  vest  in  Qorus  the  power  to carry out the
provisions  of  this  Agreement


                                        3
<PAGE>
          SECTION 2.03     Termination.  The  obligations  of  each  Shareholder
                           -----------
pursuant  to  this  Article II shall terminate upon the adoption and approval of
the  Actions  by  the  shareholders  of  Qorus.

          SECTION  2.04     Obligations  as  Director  and/or Officer.  If  a
                            -----------------------------------------
Shareholder  or  any  of  its affiliates or nominees is a member of the board of
directors of Qorus (a "Director") or an officer of Qorus (an "Officer"), nothing
in  this  Agreement shall be deemed to limit or restrict the Director or Officer
acting in his or her capacity as a Director or Officer of Qorus, as the case may
be,  and  exercising  his or her fiduciary duties and responsibilities, it being
agreed  and  understood that this Agreement shall apply to Shareholder solely in
his  or her capacity as a shareholder of Qorus and shall not apply to his or her
actions,  judgments  or  decisions  as  a  Director  or  Officer of  Qorus.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES;
                         COVENANTS OF THE SHAREHOLDERS
                         -----------------------------

          Each  Shareholder  hereby severally represents, warrants and covenants
to  the  other  Shareholders  as  follows:

          SECTION 3.01     Authorization.  Such  Shareholder  has  full  legal
                           -------------
capacity  and  authority  to  enter  into  this  Agreement and to carry out such
person's  obligations  hereunder.  This  Agreement  has  been  duly executed and
delivered  by  such  Shareholder, and (assuming due authorization, execution and
delivery  by  the  other Shareholders) this Agreement constitutes a legal, valid
and binding obligation of such Shareholder, enforceable against such Shareholder
in  accordance  with  its  terms.

          SECTION  3.02     No  Conflict; Required Filings and Consents.
                            --------------------------------------------

               (a)     The  execution  and  delivery  of  this  Agreement  by
such  Shareholder  does  not,  and  the  performance  of  this Agreement by such
Shareholder  will  not,  (i)  conflict  with  or  violate  any Legal Requirement
applicable  to  such  Shareholder  or  by  which  any  property or asset of such
Shareholder  is bound or affected, or (ii) result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  or  give  to  others  any  right  of  termination,  amendment,
acceleration or cancellation of, or result in the creation of any encumbrance on
any  property  or  asset of such Shareholder, including, without limitation, the
Shares,  pursuant  to, any note, bond, mortgage, indenture, contract, agreement,
lease,  license,  permit,  franchise  or  other  instrument  or  obligation.

               (b)     The  execution  and  delivery  of  this Agreement by such
Shareholder  does not, and the performance of this Agreement by such Shareholder
will  not,  require any consent, approval, authorization or permit of, or filing
with  or  notification to, any governmental or regulatory authority, domestic or
foreign,  except  (i)  for  applicable  requirements,  if any, of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange Act"), and (ii) where the
failure  to  obtain  such  consents, approvals, authorizations or permits, or to
make  such  filings  or notifications, would not prevent or materially delay the
performance  by  such  Shareholder  of such Shareholder's obligations under this
Agreement.


                                        4
<PAGE>
          SECTION  3.03     Litigation.  There  is  no  private  or governmental
                            ----------
action, suit, proceeding, claim, arbitration or investigation pending before any
agency,  court  or  tribunal,  foreign or domestic, or, to the knowledge of such
Shareholder  or  any  of  such Shareholder's affiliates, threatened against such
Shareholder  or  any of such Shareholder's affiliates or any of their respective
properties  or  any  of their respective officers or directors, in the case of a
corporate  entity  (in  their  capacities  as such) that, individually or in the
aggregate,  would  reasonably  be  expected  to  materially delay or impair such
Shareholder's  ability to consummate the actions contemplated by this Agreement.
There  is  no  judgment, decree or order against such Shareholder or any of such
Shareholder's  affiliates,  or,  to  the knowledge of such Shareholder of any of
such Shareholder's affiliates, any of their respective directors or officers, in
the  case  of  a  corporate  entity  (in  their  capacities as such), that would
prevent,  enjoin,  alter  or materially delay any of the actions contemplated by
this  Agreement, or that would reasonably be expected to have a material adverse
effect  on  such Shareholder's ability to consummate the actions contemplated by
this  Agreement.

          SECTION  3.04     Title to Shares.  Such  Shareholder  is  the  legal
                            ---------------
and  beneficial owner of its Shares free and clear of all Liens.

          SECTION 3.05     Absence of Claims.  Each Shareholder has no knowledge
                           -----------------
of  any  causes  of action or other claims that could have been or in the future
might  be  asserted by the Shareholder against Qorus or any of its predecessors,
successors, assigns, directors, employees, agents or representatives arising out
of  facts  or circumstances occurring at any time on or prior to the date hereof
and  in  any way relating to any duty or obligation of Qorus or any Shareholder.

                                   ARTICLE IV
                               GENERAL PROVISIONS
                               ------------------

          SECTION  4.01     Notices. All notices and other communications  given
                            -------
or  made  pursuant  hereto  shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by overnight
courier  service,  by  telecopy,  or  by  registered  or certified mail (postage
prepaid,  return  receipt  requested) to the respective parties at the following
addresses  (or  at such other addresses as shall be specified by notice given in
accordance  with  this  Section  4.01):


          (a)  If to any  Shareholder  (other  than  KRM  Fund):

               Craig Ellins
               VMdirect, L.L.C.
               3035 East Patrick Lane, Suite 9
               Las Vegas, NV 89120
               (702) 938-9271
               (775) 860-0318 telecopy

               with a copy to:


                                        5
<PAGE>
               Stubbs Alderton & Markiles, LLP
               15260 Ventura Blvd., 20th Floor
               Sherman Oaks, CA 91403
               Attn:  Gregory Akselrud, Esq.
               (818) 444-4503 telephone
               (818) 474-8603 telecopy

          (b)  If to KRM  Fund:

               Keating Reverse Merger Fund, LLC
               Timothy J. Keating, Manager
               5251 DTC Parkway, Suite 1090
               Greenwood Village, CO USA 80111-2739
               (720) 889-0131 telephone
               (720) 889-0135 telecopy


          SECTION 4.02     Headings.  The headings contained in  this  Agreement
                           --------
are  for  reference purposes only and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

          SECTION 4.03     Severability.  If any  term  or  other  provision  of
                           ------------
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law  or  public  policy,  all  other conditions and provisions of this Agreement
shall  nevertheless  remain  in full force and effect so long as the economic or
legal  substance  of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other  provision is invalid, illegal or incapable of being enforced, the parties
hereto  shall  negotiate  in good faith to modify this Agreement so as to effect
the  original intent of the parties as closely as possible to the fullest extent
permitted  by  applicable  law  in  an  acceptable  manner  to  the end that the
transactions  contemplated  hereby  are  fulfilled  to  the  extent  possible.

          SECTION  4.04     Entire  Agreement.  This Agreement constitutes  the
                            -----------------
entire  agreement  of  the  parties  and  supersedes  all  prior  agreements and
undertakings,  both  written and oral, between the parties, or any of them, with
respect  to  the  subject  matter  hereof.  This Agreement may not be amended or
modified  except  in  an  instrument  in writing signed by, or on behalf of, the
parties  hereto.

          SECTION  4.05     Specific Performance.  The parties hereto agree that
                            --------------------
irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be  entitled  to  specific  performance  of the terms hereof, in addition to any
other  remedy  at  law  or  in  equity.

          SECTION 4.06     Governing Law.  This Agreement shall be  governed by,
                           -------------
and construed in accordance with, the laws of the State of Florida applicable to
contracts  executed  in  and  to  be  performed  in  that  State.


                                        6
<PAGE>
          SECTION 4.07     Disputes.  All actions and proceedings arising out of
                           --------
or  relating  to this Agreement shall be heard and determined exclusively in any
state  or  federal  court  in  Los  Angeles  County,  California.

          SECTION  4.08     No Waiver.  No failure or  delay  by  any  party  in
                            ---------
exercising  any  right,  power  or privilege hereunder shall operate as a waiver
thereof  nor  shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any  rights  or  remedies  provided  by  law.

          SECTION 4.09     Counterparts.  This Agreement may be executed  in one
                           ------------
or  more  counterparts,  and  by  the  different  parties  hereto  in  separate
counterparts,  each of which when executed shall be deemed to be an original but
all  of  which  taken  together  shall  constitute  one  and the same agreement.

          SECTION  4.10     Waiver of Jury Trial.  Each of  the  parties  hereto
                            --------------------
irrevocably and unconditionally waives all right to trial by jury in any action,
proceeding  or  counterclaim  (whether  based  in  contract,  tort or otherwise)
arising  out  of  or  relating  to  this Agreement or the Actions of the parties
hereto  in the negotiation, administration, performance and enforcement thereof.

          SECTION 4.11     Exchange Agreement.  All references to  the  Exchange
                           ------------------
Agreement  herein  shall  be  to such agreement as may be amended by the parties
thereto  from  time  to  time.


                           [Signature page(s) follows]


                                        7
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.

SHAREHOLDERS:


KEATING REVERSE MERGER FUND, LLC


By: /s/ Timothy J. Keating
   --------------------------------
   Timothy J. Keating, Manager

/s/ Craig Ellins
-----------------------------------
Craig Ellins, Individually

/s/ Amy Black
-----------------------------------
Amy Black, Individually


The Richard Kall Family Trust


By: /s/ Richard Kall
   --------------------------------
   Richard Kall, Trustee

/s/ Lizanne Kall
-----------------------------------
Lizanne Kall, Individually


                                        8
<PAGE>
                                    EXHIBIT A


                                  SHAREHOLDERS

<TABLE>
<CAPTION>
   Name of Shareholder               Number of Shares Owned         Number of
                                 Beneficially and of Record (1)  Options/Warrants
-------------------------------  ------------------------------  ----------------
<S>                              <C>                             <C>
Keating Reverse Merger Fund LLC     34,983,459 Common Stock              0
Craig Ellins                     202,588 Series A Preferred (2)          0
Amy Black                        202,588 Series A Preferred (2)          0
The Richard Kall Family Trust    395,397 Series A Preferred (2)          0
Lizanne Kall                      41,674 Series A Preferred (2)          0
</TABLE>

(1) Prior to giving effect to the Reverse Split

(2) Each share of Series A Preferred Stock is convertible into 1,042.340735
shares of Qorus' common stock (prior to giving effect to the Reverse Split),
with preferred stockholders voting with common stockholders on an as converted
basis.