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VOTING AGREEMENT This Agreement ("Agreement") is effective as of the 30th day of December, 1999, by and among Clearworks.net, Inc., a Delaware corporation and ClearWorks Integration Services, Inc. (collectively the "Shareholder"), United Computing Group, Inc. and United Consulting Group, Inc. (collectively referred to as the "Companies"), and Kevan Casey, an individual. W I T N E S S E T H: 1. The Companies wish to sell their outstanding common stock to Shareholder pursuant to a Stock Purchase Agreement dated the date hereof ("Purchase Agreement") of which this Agreement is made a schedule, and Shareholder is desirous of the Companies making such sale. 2. Upon the Closing of the Purchase Agreement, Shareholder will be the owners of 1,800 shares of common stock of United Computing Group, Inc., $.01 par value per share, and 1,286 shares of common stock of United Consulting Group, Inc., $1.00 par value per share. 3. The Companies have conditioned its decision to execute and enter into the Purchase Agreement upon Shareholder and the Companies entering into this Agreement. NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants herein contained, and for other good and valuable consideration, the full receipt and sufficiency of which is hereby expressly acknowledged and confessed by the parties hereto, it is hereby agreed asfollows: ARTICLE I ELECTION OF DIRECTORS AND OFFICERS Section 1.01 VOTING AGREEMENT. Until December 30, 2000, the Board of Directors of the Companies shall be each composed of no more than two (2) members. Kevan Casey is currently a director of the Companies. At any shareholders meeting (or upon the taking of any action by written consent of the shareholders) of the Companies until December 30, 2000, Kevan Casey shall be designated for nomination to the Board of the Companies and Shareholder shall vote its shares of common stock of the Companies in favor of Kevan Casey. Shareholder shall be entitled to designate one person for nomination to the Board of the Companies. Shareholder hereby agrees to vote in favor of the directors as set forth above until December 30, 2000. Section 1.02 ELECTION OF DIRECTORS. Shareholder agrees for a period from the date hereof until December 30, 2000 that: (i) in the event that Kevan Casey ceases to be a director of either Company for any reason prior to the termination of this Agreement, to vote in favor of another person named by Kevan Casey or Tommy Allen to serve as a director; and (ii) in the event that the director nominated by Shareholder ceases to be a director of either Company for any reason, to vote in favor of another person nominated by Shareholder. Section 1.03 ELECTION OF OFFICERS. The directors set forth above agree that until December 30, 2000, the officers of the Companies shall be as follows: United Computing Group, Inc.: Kevan Casey -- President, Carl Chase -- Treasurer, Tommy Allen -- Secretary and Vice President; United Consulting Group, Inc.: Derek Hall -- President, Kevan Casey -- Chief Executive Officer, Secretary, and Vice President, Carl Chase -- Treasurer. Section 1.04 VOTING ON CORPORATE MATTERS. Until December 30, 2000, Shareholder and the directors set forth above, agree that all corporate matters dealing with the Companies must be approved by unanimous vote of the Companies boards of directors. In the event that a unanimous decision can not be reached, the director selected by Shareholder shall cast the decisive vote in all matters, except for the following matters, which shall require the express written consent of Kevan Casey: (i) The execution or entering into of any contract, agreement, commitment, or otherwise (whether oral or written) that encumbers in any manner the assets of the Companies. Any action that requires the pledge, lien, or encumbrance of any of the Companies assets. (ii) Any matter that will require the Companies to incur any debt as reflected on the Companies balance sheet. (iii) The payment of any dividends by the Companies. (iv) The transfer of any assets of the Companies. The issuance of any check, cashier's check, note, or other instrument committing the Companies to pay any aggregate amount greater than $15,000 over a period of 12 months. (v) The creation or any expense on the behalf of the Companies. It is understood by the parties that no officer, including, but not limited to, Carl Chase, may do any of the items enumerated above without the express written consent of Kevan Casey. ARTICLE II MISCELLANEOUS Section 2.01 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties and their heirs, legal representatives, successors and assigns, but to the extent assignment is permitted pursuant to this Agreement. Section 2.02 WAIVER OF BREACH. The waiver by either party to this Agreement of a breach or violation or any provision hereof shall not operate as or be construed to be a waiver of any subsequent breach hereof. Section 2.03 NOTICES. All notices, requests, consents, reports and demands shall be in writing and shall be hand delivered, sent by facsimile or other electronic medium, or mailed, postage prepaid, or sent by reputable overnight courier, delivery charges prepaid, to the Companies or to Shareholder at the address set forth below or to such other address as may be furnished in writing to the other parties hereto. All such 2 notices and communications shall be deemed to have been duly given one (1) business day after being sent by overnight courier; when confirmation received, if telecopied; and upon delivery, if delivered by hand. The Companies United Computing Group, Inc. or Kevan Casey: United Consulting Group, Inc. 7110 Brittmore, Suite 300 Houston, Texas 77041 Attn: Kevan Casey Shareholder: ClearWorks Integration Serives, Inc. 2450 Fondren, Suite 200 Houston, Texas 77063 Attn: Michael T. McClere Section 2.04 AUTHORITY. The provisions of this Agreement required to be approved and authorized by the Company have been so approved andauthorized. Section 2.05 ARBITRATION. If a dispute should arise, all claims, disputes, controversies, differences or other matters in question arising out of the Agreement to each other in the matters stated in this Agreement (the claims) shall be settled finally, completely and conclusively by arbitration in Houston, Harris County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"), by one or more arbitrators chosen in accordance with the Rules. Arbitration shall be initiated by written demand and the party seeking arbitration. This Agreement to arbitrate shall be specifically enforceable only in the District Court of Harris County, Texas. A decision of the arbitrator or arbitrators shall be final, conclusive and binding on the Companies, Kevan Casey, and Shareholder, and judgment may be entered thereon in the District Court of Harris County, Texas, to enforce such decision and the benefits thereof. Upon appointment, the arbitrators shall then proceed to decide the arbitration subjects in accordance with the Rules. Any arbitration held in accordance with this paragraph shall be private and confidential and no person shall be entitled to attend the hearings except the arbitrator(s), the stenographer, if one is requested, the Shareholder, the Companies, Kevan Casey, and any designated representatives of the parties. The matters submitted for arbitration, the hearings and proceedings thereunder and the arbitration award shall be kept and maintained in strictest confidence by the parties and shall not be discussed, disclosed or communicated to any persons. On request of any party, the record of the proceeding shall be sealed and may not be disclosed except insofar, and only insofar, as may be necessary to enforce the award of the arbitrators and any judgment enforcing such award. If counsel is required to seek the enforcement of this agreement or this particular section, counsel shall be entitled to recover its (his) reasonable and necessary attorneys' fees and costs from the opposing party. Section 2.06 GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws of the State of Texas. Section 2.07 HEADINGS; GENDER. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties. Section 2.08 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of 3 which shall be deemed an original and all of which together shall constitute one and the same agreement, with a counterpart being delivered to each partyhereto. Section 2.09 LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Section 2.10 AMENDMENT. No modification, amendment, addition to, or termination of this Agreement, nor waiver of any of its provisions, shall be valid or enforceable unless in writing and signed by all parties. Section 2.11 PRIOR AGREEMENT SUPERSEDED. This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter hereof. 4 In witness whereof, the parties hereto have executed this Agreement effective as of the date set forth above. SHAREHOLDER: - ----------- ClearWorks.net, Inc.Signature ---------------------------------- Name -------------------------- Title -------------------------------------- ClearWorks Integration Services, Inc. Signature ---------------------------------- Name -------------------------- Title -------------------------------------- THE COMPANIES - ------------- UNITED COMPUTING GROUP, INC. -------------------------------- Kevan Casey, President UNITED CONSULTING GROUP, INC. -------------------------------- Kevan Casey, Chief Executive Officer KEVAN CASEY - ----------- - -------------------------------------