Exhibit H
VOTING AGREEMENT
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THIS VOTING AGREEMENT is made as of this 8th day of December, 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 , 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
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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 maker 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.
.
#13171B-V5-101995
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: /S/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx, President
XXXXXXX XXXXX OIL COMPANY
By: /S/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx, President
/S/ XXXXXXX XXXXX
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XXXXXXX XXXXX
/S/ XXXXX XXXXX
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XXXXX XXXXX
XXXXXX CABLE COMMUNICATIONS CORPORATION
By: /S/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, President
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