VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into as
of
the 26th day of February, 2004 by Keith D.
Spickelmier and Westside Energy, L.P
(collectively, the "Voting
Stockholders").
RECITALS:
WHEREAS, each Voting Stockholder owns shares of the common
stock
("Common Stock") of Eventemp Corporation
("Eventemp"); and
WHEREAS, each Voting Stockholders wishes to enter into this
Agreement
in order to ensure a constructive and
peaceful relationship between the Voting
Stockholders in view of their appreciable
stock ownership in Eventemp;
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements
contained
herein, $10.00 paid to each Voting
Stockholder by the other, and other good and
valuable consideration (the receipt,
adequacy and sufficiency of which each
Voting Stockholder hereby acknowledges),
each Voting Stockholder hereby agrees
as follows:
ARTICLE I
Scope of Agreement
Unless otherwise provided for herein, this Agreement shall cover
and be
effective as to all shares of Common Stock
that are owned now or in the future
by any Voting Stockholders and shall
include any interest of a Voting
Stockholder's spouse in such Common Stock.
The termination of the marital
relationship between any Voting
Stockholders and such Voting Stockholder's
spouse for any reason shall not have the
effect of removing any Common Stock
owned by such Voting Stockholders or such
Voting Stockholder's spouse from the
provisions of this Agreement. In the event
that the number of outstanding shares
of Common Stock are hereafter increased or
decreased or changed into or
exchanged for a different number or kind of
shares or other securities of the
Company or of another corporation, by
reason of a recapitalization,
reclassification, stock split-up,
combination of shares, or dividend or other
distribution payable in capital stock, the
term "Common Stock" shall include all
shares of stock which relate to, or are
issued as a result of, the original
shares of Common Stock.
ARTICLE II
Voting
Agreement
Each Voting Stockholder hereby agrees to vote all shares of
Common
Stock owned by such Voting Stockholder in
accordance with, and to effect and
carry out, the following provisions:
2.1 Election of Directors. Each Voting Stockholder shall have the
right
to nominate one individual to stand for
election as a director. Each Voting
Stockholder shall use such Voting
Stockholder's best efforts to cause the
Company, no later than 45 days prior to the
mailing of any proxy, information or
other solicitation statement with respect
to a stockholder meeting at which
directors are to be elected or other action
in lieu thereof, to notify each
Voting Stockholder of the date of such
mailing. Each Voting Stockholder shall
notify the Company and th
