VOTING AGREEMENT
THIS VOTING AGREEMENT is made as of this 30th day of November, 1995, by
and among METRO CAPITAL CORPORATION, a Wyoming corporation (the "Company"),
XXXXXXX XXXXX OIL COMPANY, a Colorado corporation, XXXXXXX XXXXX and XXXXX
XXXXX (collectively, "KTOC"), and XXXXXX CABLE COMMUNICATIONS CORPORATION, a
Wyoming corporation and wholly-owned subsidiary of the Company (the
"Subsidiary").
Pursuant to an Asset Purchase Agreement, dated October 19, 1995, between
the Company and KTOC (the "Asset Purchase Agreement"), KTOC will be obtaining
control of the Company. KTOC is transferring certain assets to the Company
and the Company is transferring to the Subsidiary all of its assets except
for (i) the amount of cash and marketable securities in excess of $1.2
million, which amount in any event shall be at least $700,000; and (ii) the
Company's working interest in, and its operating agreement with respect to,
the property known as Twenty Mile Hill, which is held by Metro Minerals
Corporation, a wholly-owned subsidiary of the Company. The Subsidiary is to
be operated autonomously by the current management of the Company pursuant to
the terms of an Operating Agreement dated as of November 30, 1995 among the
Company, KTOC and the Subsidiary (the "Operating Agreement'). The Company
and the Subsidiary recognize that such management has extensive experience in
the management of the Company's business.
AGREEMENT
1. The parties to this agreement, intending to legally bind
themselves, their successors, executors, administrators, heirs and assigns,
agree that they will at all times during the term of this Agreement be bound
by the following terms. With respect to any matter brought before the
shareholders of the Company and/or the Subsidiary relating to or involving
exclusively the Subsidiary (including, without limitation, the election of
directors, and those other matters listed in Section 5(a)-(g) of the
Operating Agreement), the Company and KTOC hereby appoint Xxxxxx X.
Xxxxxxxxxx or such person as he shall designate (as applicable, the
"Designated Attorney-In-Fact") as their attorney and proxy to appear, attend
and vote all of the shares of all classes of the Common Stock of the Company
and/or the Subsidiary with respect to such matters in his sole and absolute
discretion.
2. The Subsidiary shall indemnify and hold harmless the Company, its
officers, directors, employees and agents from any and all liabilities,
losses, costs, claims, actions, suits, proceedings, damages, penalties and
expenses (including attorneys' fees and expenses and costs of investigation
and litigation, and including any such attorneys' fees and expenses incurred
in connection with enforcing this paragraph) suffered or incurred by any such
party by reason of or arising out of any actions or omissions by the
Designated Attorney-In-Fact, including without limitation any liability
arising from a suit by the holders of common stock of the Company based upon
allegations of improper behavior by the Designated Attorney-In-Fact or the
management of the Subsidiary.
3. This Voting Agreement shall terminate five years from the date
hereof unless terminated sooner by mutual consent of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
METRO CAPITAL CORPORATION
By:___________________________________
Xxxxxxx Xxxxx, President
XXXXXXX XXXXX OIL COMPANY
By:___________________________________
Xxxxxxx Xxxxx, President
______________________________________
XXXXXXX XXXXX
______________________________________
XXXXX XXXXX
XXXXXX CABLE COMMUNICATIONS CORPORATION
By:___________________________________
Xxxxxx X. Xxxxxxxxxx, President
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