ex10-3.htm

Exhibit
    10.3
    FIRST
      AMENDMENT TO

    VOTING
      AGREEMENT

    


    This
      FIRST AMENDMENT TO VOTING
      AGREEMENT ("Agreement") is made and entered on July 19th,
      2007 (the “Effective Date”) by and between Lucayan Oil and Gas Investments, Ltd.
      (“LOGI”) and Texhoma Energy, Inc. a Nevada corporation (“Texhoma”), each
      individually a “Party,” and collectively the “Parties.”

    


    WITNESSETH:

    


    WHEREAS,
      LOGI
      currently holds 18,174,000 shares of the common stock of Texhoma (the “Texhoma
      Common Stock”);

    


    WHEREAS,
      Texhoma
      previously appointed William M. Simmons and Daniel Vesco as Directors of Texhoma
      (the “Directors”), which Directors required LOGI to enter into a Voting
      Agreement on or around July 12, 2007, to set forth in writing certain rights
      and
      restrictions, including, without limitation, voting rights with respect to
      the
      Texhoma Common Stock owned by LOGI, a copy of which is attached hereto as
Exhibit A (the “Voting Agreement”) (and a previous Voting Agreement,
      between various other shareholders of Texhoma), in connection with their
      agreeing to serve as Directors of Texhoma; and

    


    WHEREAS,
      the Parties now desire to amend the Voting Agreement to remove the previous
      language in Section 3 of the Voting Agreement, which excluded a total of
      4,000,000 shares held by LOGI from the terms and provisions of the Voting
      Agreement.

    


    NOW,
      THEREFORE, for
      $10, and for other good and valuable consideration, the receipt of which is
      hereby acknowledged by LOGI, the Parties hereto agree as follows:

    


    1.           Amendment
      to Voting Agreement.  Section 3 of the
      Voting Agreement shall be amended and replaced in its entirety with the
      following Section 3, and any reference in the Voting Agreement to Section 3
      of
      the subject matter therein shall hereafter refer to the amended Section 3 set
      forth below (collectively the “Amendment”):

    


    “3.           Shares
      Subject to Agreement. Any additional shares of
      Texhoma’s Common Stock or other voting securities, or the voting rights relating
      thereto, of Texhoma that may be owned, held or subsequently acquired in any
      manner, legally or beneficially, directly or indirectly, of record or otherwise,
      by LOGI at any time during the term of this Agreement as a result of the
      ownership of the Stock that is referred to in this Agreement whether issued
      incident to any stock split, stock dividend, increase in capitalization,
      recapitalization, merger, consolidation, reorganization, or other transaction,
      shall be included within the term "Stock" as used herein and shall be subject
      to
      the terms of this Agreement.”


    
      
              

                  
Page
            1
            of 3        

          First
            Amendment to Voting Agreement      

          with
            LOGI
            Regarding the Common Stock of      

          Texhoma
            Energy,
            Inc.      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.           Successors
      and Assigns.  This Agreement shall be
      binding upon LOGI and its respective heirs, legal representatives, successors
      and assigns.

    


    3.           Waiver.  The
      wavier by either party to this Agreement of a breach or violation or any
      provision hereof shall not operate as or be construed to be a waiver of any
      subsequent breach hereof.

    


    4.           Governing
      Law.  This Agreement shall be
      interpreted in accordance with the laws of the State of Texas.  In the
      event of a dispute concerning this Agreement, the parties agree that venue
      lies
      in a court of competent jurisdiction in Harris County, Texas.

    


    5.           Headings;
      Gender.  The paragraph headings
      contained in this Agreement are for convenience only, and shall in no manner
      be
      construed as part of this Agreement.  All references in this Agreement
      as to gender shall be interpreted in the applicable gender of the
      parties.

    


    6.           Severability.  In
      the event any one or more of the provisions contained in this Agreement shall
      for any reason be held to be invalid, illegal or unenforceable in any respect,
      such invalidity, illegality or unenforceability shall not affect any other
      provision hereof, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein.

    


    7.           Amendment.  No
      modification, amendment, addition to, or termination of this Agreement, nor
      waiver of any of its provisions, shall be valid or enforceable unless in writing
      and singed by all the parties hereto.

    


    8.           Effect
      of Facsimile and Photocopied Signatures. This Agreement may be
      executed in several counterparts, each of which is an original.  It
      shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts.  A
      copy of this Agreement signed by one Party and faxed to another Party shall
      be
      deemed to have been executed and delivered by the signing Party as though an
      original.  A photocopy of this Agreement shall be effective as an
      original for all purposes.

    


    9.           Entire
      Agreement.  This Agreement constitutes the sole and only
      agreement of the parties hereto and supersedes any prior understanding or
      written or oral agreements between the parties respecting the subject matter
      hereof.

    


    


    


    


    [Remainder
      of page left intentionally blank.  Signature page
      follows.]

    


    



    
      
              

                  
      
Page 2
          of 3        

          First
            Amendment to Voting Agreement      

          with
            LOGI
            Regarding the Common Stock of      

          Texhoma
            Energy, Inc.   

               
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed this Agreement effective as of the Effective Date set forth
      above.

    


    


    Lucayan
      Oil and Gas Investments, Ltd.

    


    


    /s/
      Max Maxwell

    By:
      Max
      Maxwell

    Its:
      Director

    


    


    Texhoma
      Energy, Inc.

    


    


    /s/
      William M. Simmons

    By:
      William M. Simmons

    It:
      President

    


    



    
      
              

                  
      
      

          Page 3
            of 3        

            First
              Amendment to Voting Agreement      

            with
              LOGI
              Regarding the Common Stock of      

            Texhoma
              Energy,
              Inc.