ex10-2.htm

Exhibit
    10.2
    VOTING
      AGREEMENT

    


    This
      VOTING AGREEMENT ("Agreement") is
      made and entered on July 12, 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 require LOGI to enter into this 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
      desire to set forth in writing certain rights and restrictions, including,
      without limitation, voting rights with respect to the Texhoma Common Stock
      owned
      by LOGI.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants contained herein, and for other good
      and
      valuable consideration, the receipt of which is hereby acknowledged, the parties
      hereto agree as follows:

    


    1.           Stock.  The
      shares of Texhoma Common Stock of Texhoma owned by LOGI and made a part of
      this
      Agreement as set forth on the signature page hereof, shall be referred to herein
      as the "Stock".

    


    2.           Voting.
      Subject to Section 4 below, LOGI agrees that it will not vote the Shares which
      it holds for (i.e. in favor of) the removal of any of the Directors for the
      Term
      of this Agreement.  LOGI also agrees that in the event of any
      shareholder vote of Texhoma (either by Board Meeting, a Consent to Action with
      Meeting, or otherwise) relating to the removal of the Directors; the re-election
      of the Directors; and/or the increase in the number of directors of Texhoma
      during the Term of this Agreement, that LOGI will vote its Shares against the
      removal of the Directors; for the re-election of such Directors; and/or vote
      against the increase in the number of directors of Texhoma, without the
      unanimous consent of the Directors, respectively.

    


    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; however such term shall not apply to 4,000,000 shares of the
      aggregate of 18,174,000 shares of common stock of Texhoma held by LOGI, and
      LOGI
      shall be able to vote such shares as its desires in its sole determination
      without any regard to the terms and conditions of this
      Agreement.


    
      
              

                  
      
      

          Page 1
            of 4   

                  Voting
            Agreement with LOGI      

                  Regarding
            the Common Stock of      

                  Texhoma
            Energy,
            Inc.      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    4.           Breach
      of Fiduciary Duties.  In the event that
      either of the Directors breaches his fiduciary duty to Texhoma, including,
      but
      not limited to such Director’s conviction of an act or acts constituting a
      felony or other crime involving moral turpitude, dishonesty, theft or fraud;
      such Director’s gross negligence in connection with his service to Texhoma as a
      Director and/or in any executive capacity which he may hold; and/or if LOGI
      becomes aware of information which would lead a reasonable person to believe
      that such Director has committed fraud or theft from Texhoma, or a violation
      of
      the Securities laws  (each a “Breach of Fiduciary Duty”), this
      Agreement and the Voting requirement set forth in Section 2 above shall not
      apply, and LOGI may vote the Shares as it sees fit.

    


    5.           Reservation
      of Rights.  All other rights and privileges of the Stock
      shall be reserved to and retained by LOGI.

    


    6.           Term.  This
      Agreement shall remain in full force and effect as of the date hereof, until
      June 5, 2009 (the “Term”).

    


    7.           Specific
      Performance.  Each Party hereto acknowledges that a
      remedy at law for any breach or attempted breach of terms and provisions of
      this
      Agreement may be inadequate, and such Parties therefore agree that the
      non-breaching party shall be entitled to specific performance and injunctive
      and
      other equitable relief in the event of any such breach or attempted
      breach.

    


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

    


    9.           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.

    


    10.           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.

    


    11.           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.


    
      
              

                  
      
    Page 2
          of 4   

          
                    Voting
              Agreement with LOGI      

                    Regarding
              the Common Stock of      

                    Texhoma
              Energy,
              Inc.       

          
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    12.           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.

    


    13.           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.

    


    14.           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.

    


    15.           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 3
              of 4   

                    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.

            	
              14,174,000
                Shares of Common Stock

            
	 	 
	 	 
	
              /s/
                Max Maxwell

            	 
	
              By:
                Max Maxwell

            	 
	
              Its:
                Director

            	 
	 	 
	 	 
	
              Texhoma
                Energy, Inc.

            	 
	 	 
	 	 
	
              /s/
                William M. Simmons

            	 
	
              By:
                William M. Simmons

            	 
	
              It:
                President

            	 


    

    


    



    
      
              

                  
      

                  Page 4
            of 4   

                  Voting
            Agreement with LOGI      

                  Regarding
            the Common Stock of      

                  Texhoma
            Energy, Inc.