Voting Trust Agreement - September 1, 2001

FREENY VOTING TRUST AGREEMENT


This Agreement is made effective as of September 1, 2001, by and among AmeriVision Communications, Inc., an Oklahoma corporation currently maintaining a business address at 5900 Mosteller Drive, Suite 1800, Oklahoma City, Oklahoma 73112 (the "COMPANY"), Tracy C. Freeny and Sharon Freeny, individual residents 6220 N.E. 113th Street, Edmond, Oklahoma 73013 (the "BENEFICIARIES"), and David Clark, Russell Beaty and David Thompson (the "TRUSTEES").


BACKGROUND INFORMATION


The Beneficiaries are married to each other as husband and wife. They are currently the registered owners, as joint tenants with a right of survivorship, of 16,742.89 shares of the Company's single class of authorized capital stock (which stock, together with any class or series of capital stock of the Company that is hereafter authorized for issuance, shall be referred to herein as the "CAPITAL STOCK"). In addition, Mr. Freeny is the registered owner of 135,600 shares of Capital Stock, of which 50,000 shares are pledged in favor of Hebron Communications Corporation ("HEBRON") as security for the repayment of Company obligations owing to that entity; Ms. Freeny is the registered owner of 2,000 shares of Capital Stock; the Freeny's minor son, Shawn C. Freeny, is the registered owner of 2,200 shares of Capital Stock; Ms. Freeny and Shawn C. Freeny are the registered owners of 2,000 shares of Capital Stock; and the Freeny's adult son, Scott C. Freeny, is the registered owner of an additional 2,666.53 shares of Capital Stock. The owners of the 161,209.42 shares of Capital Stock so referenced are hereinafter sometimes referred to as the "FREENY GROUP", and that number of shares represents 19.13% of the Company's 842,727 shares of Capital Stock that are currently issued and outstanding.


In order to better assure stability and continuity in the management and control of the Company's affairs during the period described below the Beneficiaries deem it advisable to deposit with the Trustees 104,342.89 of the shares of Capital Stock owned by them individually or jointly, including all of the shares owned by the Beneficiaries jointly (16,742.89) and by Ms. Freeny individually (2,000), and the 85,600 shares owned by Mr. Freeny in an unencumbered condition. In addition, Mr. Freeny deems it advisable to assign to the Trustees his voting rights with respect to 14,814 of the 50,000 shares which are owned by him but pledged to Hebron (the "HEBRON SHARES") and to direct the escrow agent which has physical possession of the certificate representing the Hebron Shares, at such time as the certificate would otherwise be returnable to Mr. Freeny, to cause the same to be deposited with the Company for cancellation and reissuance, to the extent of the Hebron Shares, to the Trustees. The 119,157.89 shares of Capital Stock to be so deposited or whose voting rights are to be so assigned, together with any additional shares of Capital Stock that are hereafter subjected to the terms of this Agreement, are sometimes herein referred to as the "SHARES". All such Shares are hereafter to be held subject to the terms of this Agreement (in the case of the Shares whose voting rights are being assigned, subject to the legal rights of Hebron), leaving registered in the joint or individual names of members of the Freeny Group 42,052 shares of Capital Stock, constituting 4.99% of the Company's issued and outstanding shares of Capital Stock (the "MAXIMUM OUTSIDE SHARE PERCENTAGE"). The Trustees are willing to accept receipt of the Shares (either physically or by way the assignment herein contained) and to hold the same pursuant to the terms of and subject to the conditions imposed by this Agreement.


NOW, THEREFORE, for the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


OPERATIVE PROVISIONS


1. INCORPORATION BY REFERENCE. The Company and each of the Beneficiaries acknowledge each of the statements set forth above under the heading, Background Information, as being accurate and complete, and therefor incorporate the same, together with each of the definitions created therein, into the Operative Provisions of this Agreement by specific reference thereto.


2. ESTABLISHMENT AND TERM OF TRUST. The Beneficiaries hereby declare and establish this Trust for the mutual benefit of themselves and the Company for that period of time commencing as of the date of this Agreement and terminating on the earliest of (a) the termination of that certain Consulting Agreement, of even date herewith, by and between the Company and Tracy C. Freeny; (b) the sale by the Beneficiaries of all Shares in accordance with the requirements of Section 11 below; (c) the occurrence of an event triggering the termination requirement of Section 15 below; or (d) August 31, 2011 (the "Term"). During its Term, this Trust shall be irrevocable except as otherwise provided herein.


3. TRANSFER OF SHARES INTO TRUST/ISSUANCE OF VOTING TRUST CERTIFICATE. The Beneficiaries hereby transfer to the Trustees and the Trustees hereby accept, to be held in trust pursuant to the terms of this Agreement, one or more certificates, each being endorsed or accompanied by separate instruments of assignment and transfer, so as to enable the Trustees to cause there to be transferred into the Trustees' registered ownership, as hereinafter provided, all of Beneficiaries' legal right, title and interest in and to Shares other than the Hebron Shares, and Mr. Freeny hereby assigns to the Trustees his right, title and interest in and to the Hebron Shares so as to enable the Trustees to vote the Hebron Shares and to have the right, when the Hebron Shares would otherwise be returnable to Mr. Freeny, to receive the same into their registered ownership, also as hereinafter provided; but each of the Beneficiaries hereby reserves to him or herself the equitable title and all beneficial rights and interests therein, as such title, right and interest may appear. During the Term of this Agreement, the Beneficiaries and each of Mr. and Mrs. Freeny, individually, shall have a continuing duty to transfer additional shares of Capital Stock to the Trust if at any time during the Term hereof the legal or beneficial ownership of Capital Stock by the Freeny Group, or any of its members, not then made the subject of this Agreement, exceeds the Maximum Outside Share Percentage, such that, following each such additional transfer, the combined ownership of shares of Capital Stock by all members of the Freeny Group shall not exceed the Maximum Outside Share Percentage.


4. TRUST ADMINISTRATION. The Trustees shall cause each certificate evidencing the Beneficiaries' ownership of Shares, when deposited pursuant to this Agreement, to be canceled by the Company and reissued so as to identify on the Company's stockholder records the "Trustees of the Freeny Voting Trust Agreement, dated September 1, 2001", as being the registered owner of such Shares, provided that if any such deposited certificate evidences a greater number of shares of Capital Stock than are required hereby to be deposited with and held by the Trustees, appropriate action shall be taken by the Trustees, the Beneficiaries and the Company to cause only the Shares required to be deposited with the Trustees to be evidenced by a certificate issued to the Trustees.


The Trustees shall hold all Shares received subject to the terms of this Agreement, and shall, following each receipt, promptly issue and deliver to the registered owner(s) of each certificate tendered for the purpose of effecting a Share transfer to the Trustees a voting trust certificate, in the form of EXHIBIT A hereto, evidencing such owner(s)' beneficial ownership of the Shares so transferred. The Trustees shall maintain accurate Trust records identifying by name and address each person to whom a particular voting trust certificate shall be issued (a "REGISTERED HOLDER", which term, as applicable, shall be deemed to include Mr. Freeny during that period prior to delivery of the Hebron Shares to the Trustees), which person shall be treated by the Trustees as the sole owner of such voting trust certificate. For clarity of interpretation of the remaining provisions of this Agreement, even though Mr. Freeny shall not be issued a voting trust certificate with respect to the Hebron Shares until such time as a certificate representing the same is presented to the Trustees for cancellation and reissuance, he will, during such period, be deemed to have the same equitable rights hereunder as to the Hebron Shares as each holder of a voting trust certificate shall have with respect to the Shares represented thereby. The Trustees may give any required notice (including change of address) to a Registered Holder by sending such notice to the most recent address provided by such Registered Holder and appearing in the records maintained by the Trustees. Any notice provided by a Registered Holder to the Trustees shall be sent to the following address until further notice:


c/o Jeremy P. Ross, Esq.
Bush Ross Gardner Warren & Rudy, P.A.
220 South Franklin Street
Tampa, Florida 33602


5. VOTING RIGHTS OF TRUSTEES. From and after the date of this Agreement and until the cancellation of a particular voting trust certificate and subsequent delivery to a Registered Holder (or to any pledgee of the Shares to which such certificate applies) of one or more stock certificates in exchange therefor, the Trustees shall have the right, subject to the remaining provisions of this section, to exercise, in person or by their nominee or proxy, all shareholder voting rights and powers in respect of the Hebron Shares and all other Shares whose certificates shall be deposited hereunder, and to take part in or consent to any corporate or shareholder action of any kind or character. The right to vote shall include the right to vote for the election of Company directors, and in favor of or against any resolution or proposed action of any character, which may be presented at any meeting or require the consent of Company shareholders. In voting the Shares held hereunder, the Trustees shall exercise their best judgment to select suitable directors of the Company, and shall otherwise take action in respect of the Company's management or its affairs as they may deem necessary or appropriate; but they shall not be held personally responsible with respect to any action taken pursuant to any such vote cast or action taken or omitted under this Agreement as long as the Trustees exercise good faith in such matters and their actions or inactions do not constitute willful misconduct. In making any decision with respect to the Trust, its assets or administration, the Trustees shall act by majority rule. Any delegation of the voting right herein granted to a nominee or proxy shall be permitted hereunder only if such nominee or proxy is also then a trustee of this Trust.


Notwithstanding the foregoing, the Trustees shall cast a vote with respect to any of the following proposals only as directed by the Registered Holders of voting trust certificates which evidence the beneficial ownership of at least two-thirds of the Shares then represented by all outstanding voting trust certificates:


a. to dissolve or liquidate the Company, to merge it into, or
to consolidate it with another corporation or other legal entity;


b. to amend the Company's Articles of Incorporation;


c. to sell substantially all of the Company's assets;


d. a proposal, which, if carried, will have the effect of
reducing substantially the voting power, rights to dividends, or
rights to Company assets upon its dissolution or liquidation, of the
Shares underlying all then outstanding voting trust certificates; or


e. to sell, mortgage, or in any manner transfer, directly or
indirectly, to any third party, by means other than a directed sale,
assignment, gift or pledge made by a Registered Holder, any interest
in the Shares underlying then outstanding voting trust certificates.


6. DIVIDENDS. During the pendency of this Agreement, the Trustees shall be required to make prompt distribution to each Registered Holder of a voting trust certificate of any cash dividend or other cash distribution received by the Trustees from the Company with respect to the Shares to which such voting trust certificate applies. If any dividend or other distribution in respect of the Shares deposited with the Trustees is paid, in whole or in part, in capital stock of the Company having general voting powers, the Trustees shall likewise hold, subject to the terms of this Agreement, each certificate received by them on account of such dividend or distribution, and the Registered Holder of each voting trust certificate representing Shares with respect to which such stock dividend or distribution has been paid shall be entitled to receive a separate voting trust certificate with respect to the number of shares and class of stock received as such dividend or distribution; provided that if a voting trust certificate issued with respect to Shares has been pledged and the Trustees have actual notice of such pledge, then the pledgee of such voting trust certificate shall be entitled to receive any new voting trust certificate issued with respect to the number and class of Shares received by the Trustees as such stock dividend or distribution.


A Registered Holder shall be entitled to receive a cash dividend or distribution described above only if such Holder is registered as such in the Trustees' shareholder records at the close of business on the record date selected by the Company to determine those holders of its capital stock entitled to receive such dividends or distributions, or, if the Trustees shall have fixed their own date for the purpose of determining the Registered Holders of voting trust certificates entitled to receive such cash distribution, as shall be their right, then re ...