Deja News 1995 Voting Trust Agreement

Exhibit 9.1
DEJA NEWS 1995 VOTING TRUST AGREEMENT


Background


(a) This agreement ("Agreement") is made as of the first day of November, 1995, between several stockholders of Deja News, Inc., a Texas corporation (the "Company"), whose names are subscribed below and all other shareholders of the Company who shall join in and become parties to this Agreement (collectively, "Subscribers")


(b) The Subscribers are owners of shares of the Common Stock of the Company in the amount set opposite their respective signatures hereto.


(c) The Subscribers, in order to better assure the safe and competent management of the Company in the interests of all the shareholders thereof, intend to create a trust (the "Trust") according to the terms and conditions of this Agreement.


Operating Provisions


1. Transfer of Stock to Trustee. Each of the Subscribers by execution of the stock power in the form attached hereto as Exhibit A assigns and delivers to Steven G. Madere, as trustee (the "Trustee"), any certificate held by such Subscriber representing shares of Common Stock owned by him and shall do all things necessary for the transfer of his shares to the Trustee on the books of the Company.


2. Other Shareholders. Every shareholder in the Company may become a party to this Agreement by executing same and assigning and delivering the certificate or certificates of his shares of Common Stock to the Trustee in the manner provided in the preceding paragraph.


3. Trustee to Hold Subject to Agreement. The Trustee shall hold the shares of Common Stock so transferred to him for the common benefit of the Subscribers under the terms and conditions hereof.


4. Issuance of Stock Certificate to Trustee. The Trustee shall surrender to the proper officers of the Company for cancellation all certificates of Common Stock which shall be assigned and delivered to him as herein provided, and in their stead shall procure new certificates to be issued to him as Trustee under this Agreement.


5. Voting Trust Certificates. The Trustee shall issue to each of the Subscribers a Voting Trust Certificate for the number of shares represented by the certificates of stock by him transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under this Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholder's Agreement


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Deja News 1995 Voting Trust Agreement


dated August 31, 1995, as amended, after the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares so transferred to the Trust, and shall also keep a record of all Voting Trust Certificates issued or transferred on his books, which records shall contain the names and addresses of the Voting Trust Certificate holders and the number of shares represented by each such certificate. Such list and record shall be open at all reasonable times to inspection by the holder of any Voting Trust Certificate. Any transferee of a Voting Trust Certificate shall succeed to all the rights hereunder of the transferor. The Voting Trust Certificate shall be in substantially the following form:


This is to certify that the undersigned Trustee has received a certificate
or certificates issued in the name(s) of ______________ evidencing
ownership of ____ shares of Common Stock of Deja News, Inc., a Texas
corporation (the "Company"), and that such shares are held subject to all
the terms and conditions of that certain Deja News 1995 Voting Trust
Agreement (the "Agreement"), dated as of November 1, 1995, by and among
Steven G. Madere, as Trustee, and certain shareholders in Deja News, Inc.
(the trust being created by such Agreement being herein referred to as the
"Trust"). During the period beginning November 1, 1995 and ending upon
termination of the Agreement in accordance with its terms, said Trustee or
his successor, shall, as provided in said Agreement, possess and be
entitled to exercise the vote and otherwise represent all of the said
shares for all purposes according to the terms of such Agreement, it being
agreed that no voting right other than as expressly provided in the
Agreement shall pass to the holder hereof by virtue of the ownership of
this certificate.


Upon termination of the Trust, this certificate shall be surrendered
to the Trustee by the ho ...