Voting Trust Agreement

Exhibit 99.2


VOTING TRUST AGREEMENT


VOTING TRUST AGREEMENT dated as of June 8, 1999 (this "Agreement") by and among those persons or entities whose names and addresses appear on the signature pages hereof (individually, the "Shareholder" and collectively, the "Shareholders") and Mr. Richard W. Clark, as Trustee (together with his successors in trust, the "Trustee") and InfoAmerica, Inc., a Colorado corporation ("IFOA" or the "Company").


W I T N E S S E T H :


WHEREAS, the Shareholders own the number of restricted shares of common stock ("Common Stock") of the Company, and in the amounts and manner set forth opposite each Shareholder's name on Exhibit A attached hereto; and


WHEREAS, the Trustee has consented to serve as Trustee under this Agreement for the purposes herein provided.


NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties intending to be legally bound hereby agree as follows:


1. Agreement.


Copies of this Agreement, and of every agreement supplemental hereto or amendatory hereof, shall be filed at the office of the Trustee's legal counsel, Martin Eric Weisberg, Esq., Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036, which copies shall be available for inspection of the holder of a voting trust certificate issued pursuant hereto (each a " Voting Trust Certificate") during business hours and with the Secretary of the Company, which copies shall be available for inspection by a shareholder of the Company who also is a holder of a Voting Trust Certificate at the principal corporate office of the Company. Voting Trust Certificates shall be issued to the Shareholders,


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received and held subject to all of the terms and provisions of this Agreement. Every Shareholder entitled to receive a Voting Trust Certificate, and thus each such Shareholder's permitted transferees and assigns, upon accepting such Voting Trust Certificate, shall be bound by all of the terms and provisions of this Agreement, with the same force and effect as if such person or other entity were a signatory to this Agreement.


2. Independence of Trustee.


Except as otherwise expressly provided herein, the Trustee shall be entitled to exercise all powers under this Agreement in his sole and absolute discretion. The Trustee shall have no liability to any Shareholder, any holder of a Voting Trust Certificate or any other person or entity for any action or inaction by the Trustee (including, without limitation, any vote by the Trustee), unless a final judgment by a court of competent jurisdiction, from which no appeal may be taken, determines that the action or inaction of the Trustee constituted willful misconduct.


3. Transfer of Shares to Trustee.


The Shareholders shall deposit with the Trustee certificates representing all of the Shares listed on Exhibit B attached hereto (the "Shares"). All such certificates shall be endorsed, or accompanied by such instruments of transfer (such as duly executed blank stock powers), so as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. Upon receipt by the Trustee of the certificates representing any Shares and such instruments of transfer, the Trustee shall hold the same subject to the terms of this Agreement, and subject to the terms of a Voting and Shareholders Agreement dated as of the date hereof, entered into by the Shareholders, the Company and the Trustee (the "Voting and Shareholders Agreement") and shall thereupon issue and deliver to the Shareholders a Voting Trust Certificate for the Shares so deposited. All certificates representing Shares transferred and delivered to the Trustee pursuant to this Agreement shall be surrendered by the Trustee to the Company and canceled, and new certificates therefor shall be issued to and held by the Trustee


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in the name of "Richard W. Clark, as Trustee" (or in the name of the then successor Trustee, if any, as Trustee).


4. Voting Trust Certificates.


The Voting Trust Certificates shall be in the form annexed hereto as Exhibit C.


5. Transfer of Certificates.


The Voting Trust Certificates shall be transferable at the office of the Trustee's legal counsel, on the books of the Trustee, by the registered owner thereof, either in person or by attorney thereunto duly authorized, upon surrender thereof, according to the rules from time to time established for that purpose by the Trustee, but only to the extent that any such transfer is permitted by the terms of the Voting and Shareholders Agreement; and the Trustee may treat the registered holder as the owner thereof for all purposes whatsoever; but he shall not be required to deliver New Voting Trust Certificates representing Shares without the surrender of the related Voting Trust Certificate. No transfer of a Voting Trust Certificate may be effected unless the Trustee receives proof of compliance with the provisions of the Voting and Shareholders Agreement from the Company. If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee may, in the Trustee's sole and absolute discretion, issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to Trustee; (b) indemnity satisfactory to the Trustee; (c) the existing certificate, if mutilated; and (d) payment of the Trustee's reasonable fees and expenses (including, without limitation, reasonable attorneys' fees and expenses) in connection with the issuance of a new Voting Trust Certificate. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in strict accordance with the provisions of the Agreement and the Voting and Shareholders Agreement.


6. Termination Procedure.


Upon the termination of this Agreement at any time, as hereinafter provided, the Trustee, at such times as the Trustee may choose during the period commencing twenty (20) days before such termination shall mail written notice of such


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termination to the registered owners of the Voting Trust Certificates at the addresses appearing on the transfer books of the Trustee. After the date specified in any such notices (which date shall be fixed by the Trustee), the Voting Trust Certificates shall cease to have any effect, and the holders of the Voting Trust Certificates shall have no further rights under this Agreement other than to receive certificates representing Shares or other property distributable under the terms hereof and upon the surrender of the Voting Trust Certificates. Within thirty (30) days after the termination of this Agreement, the Trustee shall request the Company to deliver to the registered holders of the Voting Trust Certificates stock certificates representing the number of shares represented by the Voting Trust Certificates upon the surrender thereof properly endorsed, such delivery to be made in each case at the Company's principal place of business. Following any such request by the Trustee to the Company, the Trustee shall have no further duties or obligations hereunder and the Trustee shall not be required to take any further action hereunder.


7. Dividends.


Prior to the termination of this Agreement, the holders of the Voting Trust Certificates shall be entitled to receive payment equal to the cash dividends, if any, received by the Trustee upon the Shares subject to Voting Trust Certificates. If any dividend in respect of such Shares is paid by the Company, in whole or in part, in stock of the Company having general voting powers, the Trustee shall likewise hold, subject to the terms of this Agreement, the certificates representing stock which are received by Trustee on account of such dividend, and the holder of the Voting Trust Certificate on which such stock dividend has been paid shall be entitled to receive a Voting Trust Certificate issued under this Agreement for the number of shares and class of stock received as such divided with respect to the Shares represented by the Voting Trust Certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustee at the close of business on the day fixed by the Corporation for the taking of a record to determine those holders of its stock entitled to receive such dividends or, if the Trustee has fixed a date, as hereinafter provided, for the purpose of determining the


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holders of the Voting Trust Certificates entitled to receive such payment or distribution then registered as such at the close of business on the date so fixed by the Trustee.


If any dividend in respect of Shares is paid in property other than in cash or in capital stock having general voting powers, then the Trustee shall, after receipt thereof by the Trustee, distribute the same to the holders of the Voting Trust Certificates registered as such at the close of business on the day fixed by the Trustee for taking a record to determine the holders of the Voting Trust Certificates entitled to receive such distribution. Such distribution shall be made to such holders of the Voting Trust Certificates in accordance with the number of Shares represented by the Voting Trust Certificates.


The transfer books of the Trustee may be closed temporarily by the Trustee for a period not exceeding ten (10) days preceding the date fixed for the payment or distribution of dividends of the distribution of assets or rights, or at any other time in the sole and absolute discretion of the Trustee. In lieu of providing for the closing of the books against the transfer of the Voting Trust Certificates, the Trustee may fix a date not exceeding ten (10) days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of the Voting Trust Certificates entitled to receive such payment or distribution, and the holders of the Voting Trust Certificates of record at the close of business on such date shall exclusively be entitled to participate in such payments or distributions.


In lieu of receiving cash dividends upon the Shares and paying the same to the holders of the Voting Trust Certificates pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such cash dividends directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Trustee to the Company, and until revoked by the Trustee, all responsibility of the Trustee with respect to such dividends shall cease. The Trustee may at any time revoke such instructions and by written notice to the Company direct it to make dividend payments to the Trustee.


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10. Subscription Rights.


In the event any stock or other securities of the Company are offered for subscription to the holder of the Shares, the Trustee, upon receipt of notice of such offer, shall mail a copy thereof to the holders of the Voting Trust Certificates.


11. Dissolution of the Company.


In the event of the dissolution or total or partial liquidation of the Company whether voluntary or involuntary, the Trustee shall receive the moneys, securities, rights or property to which the holders of the Voting Trust Certificates are entitled and shall distribute the same to the registered holders of the Voting Trust Certificates in accordance with the interest, as shown on the books of the Trustee, or the Trustee may, in his sole and absolute discretion, deposit such moneys, securities, rights or property with any bank or trust company doing business in New York, New York or Los Angeles, California, w ...