Exhibit
      10.1


    VOTING
      TRUST AGREEMENT


    


    THIS
      VOTING TRUST AGREEMENT (the “Agreement”) is dated as of October 15, 2007, by and
      among Margie Chassman (the “Stockholder”), Collexis Holdings, Inc., a Nevada
      corporation (the “Company”) and William D. Kirkland, Chief Executive Officer of
      the Company (the “Trustee”).

    


    RECITALS

    


    A.    The
      Stockholder currently owns 30,999,456 shares (the “Initial
      Shares”)
      of the
      Company’s Common Stock (the “Common
      Stock”).
      The
      Stockholder currently owns no other shares of the Company’s capital
      stock.

    


    B.    The
      Initial Shares constitute approximately 48.8% of the outstanding Common Stock
      as
      of the date of this Agreement.

    


    C.    The
      Stockholder believes that it is in her best interests and in the best interests
      of the Company to transfer all of the Trust Shares (as hereinafter defined)
      to
      the Trustee in trust for the purpose of permitting the Trustee to vote those
      shares as provided in this Agreement.

    


    D.    In
      accordance with the provisions of this Agreement, the Stockholder has agreed
      to
      deposit, or cause to be deposited, into the Trust: (i) the Initial Shares;
      and
      (ii) any other shares of the Company’s capital stock that the Stockholder
      hereafter acquires (including, without limitation, any shares of capital stock
      of the Company that may be issued upon the exercise of rights, warrants or
      options to purchase, or other securities convertible into or exchangeable for,
      the Common Stock) (collectively, the “Additional
      Shares”).

    


    E.    The
      Stockholder desires to empower the Trustee to vote all of the shares of the
      Company’s capital stock that become subject to the terms and conditions of this
      Agreement.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the agreements contained
      in
      this Agreement, the parties hereby agree as follows:

    


    1.    Definitions.
      For all
      purposes of this Agreement, except as otherwise expressly provided in this
      Agreement or unless the context otherwise requires:

    


    (i)    
      capitalized
      terms defined in the Recitals to this Agreement have the meanings assigned
      to
      them there;

    


    (ii)    capitalized
      terms defined in other Sections of this Agreement have the meanings assigned
      to
      them there;

    


    (iii)   all
      capitalized terms defined in this Agreement include the plural as well as the
      singular and vice versa, when the context requires; and

    


    (iv)   where
      appropriate, all references to the masculine in this Agreement include both
      the
      feminine and the neuter, and vice versa, when the context requires.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Chassman
      Affiliate”
means:
      (i) a Chassman Family Member; (ii) an individual that is supported, directly
      or
      indirectly, to a material extent by Chassman or any Chassman Family Member;
      (iii) an individual that is (or has been during the past three months) employed
      directly or indirectly by Chassman or any Chassman Family Member; (iv) an
      individual or entity that is (or has been during the past three months) retained
      by Chassman or any Chassman Family Member as a consultant generally operating
      at
      the direction of Chassman or such Chassman Family Member; or (v) an entity
      that
      controls, is controlled by, or is under common control with, the Stockholder
      or
      any Chassman Family Member. Notwithstanding the foregoing, the following shall
      not be deemed to be a Chassman Affiliate for purposes of Section 3(c) and,
      pursuant to such Section 3(c), shall not be required to deposit shares of the
      Company into the Trust: officers, directors and employees of the Company who
      would not otherwise meet the definition of a Chassman Affiliate but for their
      position as an officer, director or employee of the Company or any subsidiary
      of
      the Company, including but not limited to any joint venture in which the Company
      has an interest.

    


    “Chassman
      Family Member”
means
      any former, existing or future spouse, parent, child, sibling, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
      of
      the Stockholder.

    


    “control”
      (including the terms “controlled by” and “under common control with”) means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of any entity, whether through the ownership of
      voting securities, by contract or otherwise.

    


    “Excluded
      Shares”
means:
      all shares of the Company’s capital stock acquired by all Chassman Affiliates in
      the aggregate on or after the date of this Agreement until the number of shares
      so acquired equals one percent (1%) of the Company’s issued and outstanding
      capital stock. Conversely, all shares of the Company’s capital stock acquired by
      all Chassman Affiliates in the aggregate on or after the date of this Agreement
      that are in excess of one percent (1%) of the Company’s issued and outstanding
      capital stock shall not constitute Excluded Shares.

    


    “Trust
      Beneficiary”
means
      the Stockholder and any other beneficial owner of shares of the Company’s
      capital stock who or that becomes subject to the terms and conditions of this
      Agreement.

    


    “Trust
      Shares”
means
      the Initial Shares, the Additional Shares and any other shares of the Company’s
      capital stock that become subject to the terms and conditions of this Agreement
      (including, without limitation, any Initial Shares or Additional Shares or
      other
      shares of the Company’s capital stock that are acquired by a Chassman Affiliate
      on or after the date of this Agreement), provided,
      however,
      that
      all Excluded Shares acquired on or after the date of this Agreement shall not
      be
      included in the definition of “Trust Shares” and will not be subject to the
      terms and conditions of this Agreement. 

    


    2.    Appointment
      of the Trustee.
      The
      Stockholder hereby appoints the Trustee to serve as the Trustee of the Collexis
      Holdings, Inc. Voting Trust, the trust established by this Agreement (the
“Trust”), and the Trustee hereby accepts such appointment and agrees to act as
      Trustee of the Trust in accordance with the terms of this Agreement.


    


    3.    Deposit
      of Shares.

    


    (a)    Deposit
      of Initial Shares.
      Concurrently with the execution of this Agreement, the Stockholder will endorse
      in blank and assign and deliver to the Trustee all certificates for the Initial
      Shares and shall do all things necessary for the transfer of the Initial Shares
      to the Trustee on the books of the Company.

     

    
      
        
        

      

      
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    (b)    Deposit
      of Additional Shares.
      For so
      long as this Agreement remains in effect, the Stockholder agrees to deliver
      to
      the Trustee certificates for all Additional Shares hereafter acquired by the
      Stockholder or any Chassman Family Member immediately upon becoming the record
      or beneficial owner of those shares, duly endorsed for transfer or accompanied
      by duly executed instruments of transfer.

    


    (c)    Deposit
      of Shares to be Acquired by a Chassman Affiliate.
      For so
      long as this Agreement remains in effect, the Stockholder agrees to cause any
      Chassman Affiliate who intends to acquire any Trust Shares (hereinafter, a
      “Chassman
      Affiliate Stockholder”):
      (i)
      to become a party to this Agreement; and (ii) to consent to the registration,
      transfer and issuance of those shares in the name of the Trustee (for the
      benefit of such Chassman Affiliate Stockholder). Thereafter, such Chassman
      Affiliate Stockholder shall be included within the definition of “Trust
      Beneficiary”
for
      all
      purposes of this Agreement.

    


    (d)    Release
      of Shares from Trust.
      If the
      Stockholder or any Chassman Affiliate Stockholder sells or transfers any of
      the
      Trust Shares to a third party (other than to the Stockholder, a Chassman Family
      Member, a Chassman Affiliate or a Chassman Affiliate Stockholder), then, upon
      the closing of such transaction or upon written notice thereafter, the Trust
      Shares so transferred shall be released from this Trust.

    


    4.    Trustee’s
      Powers and Duties.

    


    (a)    Voting
      Powers.
      Until
      the termination of this Agreement in accordance with Section 8, the Trustee
      shall have the right, in person or by proxy, to exercise all voting rights
      and
      powers in respect of the Trust Shares, and to take part in or consent to any
      corporate or stockholder’s action of any kind whatsoever. The right to vote
      shall include the right to vote for the election of directors and in favor
      of or
      against any resolution or proposed action of any kind or character that may
      be
      presented at any meeting of the stockholders of the Company (whether at an
      annual or special meeting of stockholders of the Company or by written consent
      action of the stockholders of the Company), including without limitation the
      dissolution, consolidation, merger, reorganization or recapitalization of the
      Company.

    


    (b)    Voting
      Procedures.
      With
      regard to any matter submitted to the Company’s stockholders for a vote
      (including by written consent), the Trustee shall give instructions to the
      Company (which may be done by executing and delivering a proxy) to the effect
      that the Trust Shares are being voted on such matter “on a pro rata basis
      proportionate to all other votes actually cast.” The Trustee shall vote the
      Trust Shares on a pro rata basis proportionate to all other votes, other than
      the Trust Shares, actually cast on the particular matter, except with respect
      to
      matters that under current or future Nevada law require approval by a class
      of
      outstanding shares of the Company, which class includes the Trust Shares, and
      in
      such event the Trust Shares shall be voted on a pro rata basis proportionate
      to
      all other votes of Shares of such class actually cast, other than Trust Shares,
      actually voting on the particular matter.

    


    5.    Sales
      of Trust Shares.
      The
      Trustee shall have no authority to sell or otherwise dispose of or to pledge,
      encumber or hypothecate any of the Trust Shares. Subject to compliance with
      applicable securities laws and any contractual restrictions to which any Trust
      Beneficiary or the Trust Shares may be subject, the Trust Beneficiaries shall
      have the right, in their sole discretion, to sell or otherwise dispose of or
      to
      pledge, encumber or hypothecate, any of the Trust Shares, provided,
      however,
      that
      any such transfer to a Chassman Affiliate shall be subject to the condition
      precedent that such Chassman Affiliate agrees in writing to be bound by this
      Agreement.

    


    6.    Dividends
      and Distributions on the Trust Shares.
      Upon
      the declaration of any dividends or the payment of any other distribution of
      the
      Company with respect to Trust Shares held for the benefit of the Trust
      Beneficiaries (other than pro rata distributions of additional voting shares
      of
      the Company, which shall be deposited into the Trust), the Trustee shall
      distribute or cause the Company to distribute all such dividends and
      distributions to the Trust Beneficiaries. In the event of the dissolution,
      liquidation or winding up of the Company during the term of this Agreement
      in
      such manner as to entitle the Trust Beneficiaries to liquidating dividends
      in
      respect of the Trust Shares, the Trustee shall distribute or cause the Company
      to distribute all such liquidating dividends with respect to the Trust Shares
      to
      the Trust Beneficiaries.

     

    
      
        
        

      

      
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    7.    The
      Trustee.

    


    (a)    Company’s
      Chief Executive Officer as Trustee.
      The
      Trustee is the Company’s Chief Executive Officer as of the date of this
      Agreement, and he shall continue to serve as Trustee for as long as he serves
      as
      the Company’s Chief Executive Officer. Effective immediately on the retirement,
      removal or resignation of the Trustee from his position as Company’s Chief
      Executive Officer, the Trustee shall be deemed to have resigned from his
      position as Trustee, and in such event the Trustee’s successor as the Company’s
      Chief Executive Officer shall automatically become the Trustee, provided,
      however,
      that if
      for any reason there shall not be an immediate successor to the position of
      Chief Executive Officer, then the Company’s Secretary (and in the absence of the
      Secretary, the Company’s Chairman of the Board of Directors) shall thereupon
      assume the position of Trustee until a successor Chief Executive Officer is
      properly appointed or elected. Any successor Trustee shall enjoy all the rights,
      powers, interests and immunities of the Trustee as originally designated, and
      the title to the Trust Shares of any Trustee who may be replaced as provided
      above shall, upon such replacement, vest in the successor Trustee.

    


    (b)    Relationship
      of Parties.
      The
      Trust created by this Agreement is not intended to be, and shall not be deemed
      to be, and shall not be treated as, a general partnership, limited partnership,
      joint venture, corporation, or joint stock company or association. The
      relationship of the Trust Beneficiaries to the Trustee shall be solely that
      of
      stockholder and beneficiary of the Trust created by this Agreement, and their
      rights shall be limited to those conferred by this Agreement.

    


    (c)    Consultation
      with Outside Advisors.
      The
      Trustee may consult with legal counsel, which may be counsel to the Company
      or
      any of its affiliates or any of its or its affiliates’ officers, directors or
      partners.

    


    (d)    Liability
      of Trustee.
      In
      voting on all matters that may come before any meeting of stockholders of the
      Company, the Trustee shall vote the Trust Shares in the manner prescribed by
      this Agreement, and it is understood that the Trustee shall not incur
      responsibility by reason of any error of judgment or of law or by any matter
      or
      thing done or omitted under this Agreement, except for his own individual gross
      negligence or willful misconduct. The Trustee shall always be protected and
      free
      from liability in acting upon any notice, request, consent, instruction,
      certificate, declaration, telefax, guarantee, affidavit, or other paper or
      document or signature reasonably believed by him to be genuine and to have
      been
      signed by the proper party or parties or by the party or parties purporting
      to
      have signed the same.

    


    (e)    Trustee’
      Indemnity.
      The
      Company shall indemnify, defend and hold harmless the Trustee against any and
      all losses, damages, liabilities, obligations, claims, demands, judgments,
      settlements, governmental investigations, costs and expenses of any nature
      whatsoever, including the reasonable fees and expenses of attorneys, accountants
      and consultants (collectively, “Damages”),
      incurred in connection with or arising from the performance of his duties under
      this Agreement (except for the Trustee’s gross negligence or willful
      misconduct). Such indemnification shall be paid as incurred and on demand,
      subject to an undertaking by the Trustee to repay if it is ultimately determined
      that he is not entitled to such indemnification. If any Trust Beneficiary shall
      request the Trustee to bring an action on his or her behalf, then such Trust
      Beneficiary shall pay in advance all the expense of prosecuting such action
      and
      shall indemnify, defend and hold harmless the Trustee against all Damages
      incurred in connection with such action. The Trustee shall have no obligation
      to
      commence or proceed with such suit unless he is satisfied that all necessary
      monies have been paid in advance for this purpose.

     

    
      
        
        

      

      
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    8.    Continuance
      and Termination of Trust.

    


    (a)    Term
      and Termination.
      This
      Agreement shall become effective as of the date of this Agreement and shall
      terminate on the earlier of: (i) the 10th anniversary of the date of this
      Agreement; (ii) at such time as the aggregate Trust Shares represent, in the
      aggregate, less than 19% of the voting interest of the Company’s outstanding
      capital stock; provided,
      however,
      that
      notwithstanding the foregoing, this Agreement shall not terminate if its
      continued existence is required by a third party regulatory authority (e.g.,
      if
      required as a condition to the continued listing of the Company’s, or any
      successor’s, equity securities on the principal trading market for such equity
      securities). Except as otherwise provided in this Agreement, the Trust created
      by this Agreement is hereby expressly declared to be irrevocable.

    


    (b)    Consolidation,
      Exchange, Recapitalization.
      In the
      event of a consolidation, share-for-share exchange, recapitalization or other
      reorganization involving the Company, this Agreement shall be effective and
      shall remain in force for its full term, substituting, where appropriate, (i)
      new Trust Shares for the shares issued in such consolidation, exchange,
      recapitalization or other reorganization, and (ii) the successor’s Chief
      Executive Officer as the Trustee.

    


    (c)    Actions
      Following Termination.

    


    (i)    As
      soon
      as practicable after the termination of this Agreement, the Trustee shall by
      formal assignment of the Trust Shares cause the Company to deliver to the Trust
      Beneficiaries share certificates or securities representing the number of Trust
      Shares (together with any other property distributed in respect of such Trust
      Shares and not yet delivered to the relevant Trust Beneficiary).

    


    (ii)   If
      any
      Trust Beneficiary cannot be located, the Trustee may in his discretion deliver
      the appropriate Trust Shares and/or other property to the Company for the
      benefit of the person or persons entitled to those Trust Shares and/or other
      property. Upon any such delivery, the Trustee shall be fully acquitted and
      discharged with respect to the delivery of those Trust Shares and/or other
      property.

    


    9.    Inspection
      of Records.
      The
      Trustee shall keep at the Company’s principal executive office (the
“Executive
      Office”),
      correct books of account of all business and transactions conducted under this
      Agreement, and a record of the names of all persons who are subject to this
      Agreement, showing their places of residence and the number and type of shares
      they delivered to the Trustee as provided in this Agreement. 

    


    10.    Miscellaneous.

    


    (a)    Filing
      of Agreement.
      The
      Trustee shall cause to be filed a copy of this Agreement, and every amendment
      or
      supplement to it, in the registered office of the Company and at the Executive
      Office, which Agreement shall be open to the inspection by any Trust Beneficiary
      or any stockholder of the Company, or the attorney of agent of either, during
      business hours of the Company.

     

    
      
        
        

      

      
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    (b)    Successors
      and Assigns.
      This
      Agreement shall bind the Trustee, the Company and the Trust Beneficiaries and
      each and all of their respective heirs, executors, administrators, personal
      representatives, successors, assigns and permitted transferees, and shall inure
      to the benefit of the Trustee, the Company and the Trust Beneficiaries and
      their
      respective heirs, executors, administrators, personal representatives,
      successors, assigns and permitted transferees.

    


    (c)    Notices.
      Unless
      otherwise expressly provided in this Agreement, all notices, requests, demands,
      instructions, documents and other communications to be given under this
      Agreement by any party to another shall be in writing, shall be sent to the
      address/fax number set forth below (provided that any party may at any time
      change its address for notice or other such information by giving written notice
      thereof in accordance with this Section), and shall be deemed to be duly given
      upon the earliest of: (i) hand delivery; (ii) the first business day after
      sending by reputable overnight delivery service for next-day delivery; (iii)
      the
      fifth business day after sending by first class United States mail, postage
      prepaid; (iv) the time of successful facsimile transmission (or in the event
      the
      time of receipt of the fax in the city where the fax is received is not during
      regular business hours on a business day, then at the customary hour for the
      opening of business on the next business day); or (v) the date actually received
      by the other party:

    


    
      	
              If
                to the Stockholder:

            	
              (to
                be provided)

               

            
	
              If
                to theTrustee:

            	
              William
                D. Kirkland

              Chief
                Executive Officer

              Collexis
                Holdings, Inc.

              1201
                Main Street

              Suite
                980

              Columbia,
                SC 29201

              TEL:
                (803) 727-1113

              FAX:
                (803) 727 1118

               

            
	
              If
                to the Company:

            	
              Collexis
                Holdings, Inc.

              1201
                Main Street

              Suite
                980

              Columbia,
                SC 29201

              TEL:
                (803) 727-1113

              FAX:
                (803) 727 1118

              ATTN:
                Corporate Secretary

            


    

    


    (d)    Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original but all of which taken together shall constitute one
      instrument.

    


    (e)    Enforceability.
      If in
      any judicial proceedings, a court shall refuse to enforce any of the provisions
      of this Agreement, then such unenforceable provision shall be deemed modified
      or
      limited so as to effectuate, to the maximum extent possible, the parties’
expressed intent, and, if no such modification or limitation could render it
      enforceable, it shall be eliminated from this Agreement, and, in any event,
      the
      remaining provisions of this Agreement shall remain in full force and effect.
      Each of the parties to this Agreement shall take any and all actions necessary
      for the enforceability of this Agreement under Nevada law, including without
      limitation any necessary filings or actions required by Section 78.365 of the
      Nevada Revised Statute.

     

    
      
        
        

      

      
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    (f)    Entire
      Agreement.
      This
      Agreement is the entire agreement of the parties with respect to the subject
      matter of this Agreement, and supersedes all prior and contemporaneous
      negotiations, understandings, arrangements and agreements. The Stockholder
      represents and warrants that this Agreement is fully integrated and not in
      need
      of parol evidence to reflect the intention of the parties. Moreover, the
      Stockholder acknowledges: (i) that she intends the literal words of the
      Agreement to govern and for all prior and contemporaneous negotiations, drafts
      and other extrinsic communications to have no significance or evidentiary
      effect; and (ii) that this Agreement has been fully negotiated by the parties
      and that accordingly it shall be construed “evenly” and not for or against any
      party. By signing this Agreement, the Stockholder further acknowledges that
      she
      has consulted with legal counsel about the effect of this Section and
      understands its effect.

    


    (g)    Compensation
      of Trustee; Payment of Costs.
      The
      Trustee shall not be entitled to any compensation for his services as Trustee.
      The Trustee agrees that the Trust Beneficiaries shall have no obligation to
      pay
      to the Trustee any amount whatsoever as fees or in respect to the Trustee’s
      costs or expenses related to this Agreement, except as provided in Sections
      7(e)
      and 10(k). The Trustee will look solely to the Company for reimbursement of
      any
      amounts he incurs or expends in connection with his duties under this Agreement,
      except as provided in Sections 7(e) and 10(k), and expressly waives any rights
      that he might otherwise have to charge the trust corpus for any costs, fees
      or
      expenses related to this Agreement, or to withhold any amounts from or set
      off
      any amounts against the shares he receives in trust or any distributions on
      those shares.

    


    (h)    Amendment
      and Modification.
      This
      Agreement may not be amended without: (i) the prior written consent of the
      Company, acting by unanimous vote of the independent members of its Board of
      Directors; (ii) the written approval of the independent certified accounting
      firm that is at the time engaged as the Company’s primary outside auditor; and
      (iii) with respect to any proposed amendment to the definition of “Trust Shares”
in Section 1, or to Section 3(d), Section 5, Section 6 or Section 8 only, a
      majority in interest of the Trust Beneficiaries; provided,
      however,
      that
      the parties to this Agreement may enter into any amendment of this Agreement,
      without regard to this Section, and each Trust Beneficiary hereby agrees to
      enter into such amendment, if that amendment is in the opinion of legal counsel
      to the Company necessary or appropriate to maintain compliance of this Agreement
      with the laws of the State of Nevada. Notwithstanding the foregoing, the
      substitution of a Trustee under this Agreement, the substitution, addition
      or
      subtraction of one or more Trust Beneficiaries under this Agreement, or the
      transfer or issuance of additional Trust Shares under this Agreement after
      the
      original date of execution of this Agreement, shall not be considered an
      amendment or modification requiring the prior approval specified in this Section
      10(h).

    


    (i)    Governing
      Law.
      This
      Agreement shall be governed by the internal laws of the State of Nevada without
      regard to its conflict of laws principles.

    


    (j)    Section
      78.365 of the Nevada Revised Statute.
      This
      Agreement is intended to create a voting trust pursuant to and subject to
      Section 78.365 of the Nevada Revised Statute. If for any reason the voting
      trust
      so established is determined to be invalid or unenforceable, this Agreement
      and
      the relationship of the parties under this Agreement shall be deemed to be
      and
      shall be reconstituted as a voting agreement under Section 78.365(3) of the
      Nevada Revised Statute, and all provisions of this Agreement shall apply to
      the
      maximum extent possible to effectuate the intention of the parties that the
      substantive provisions of this Agreement shall govern the voting of Trust Shares
      by or for the parties to this Agreement.

    


    (k)    Equitable
      Remedies.
      Each of
      the parties hereby acknowledges and agrees that the legal remedies available,
      if
      the covenants and agreements made in this Agreement are violated, would be
      inadequate and that any party shall be entitled, without posting any bond or
      other security, to temporary, preliminary and permanent injunctive relief,
      specific performance and other equitable remedies in the event of such a
      violation, in addition to any other remedies that such party may have at law
      or
      in equity.

     

    
      
        
        

      

      
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    (l)    COUNSEL.
      THE
      STOCKHOLDER ACKNOWLEDGES THAT SHE HAS HAD THE OPPORTUNITY TO CONSULT WITH HER
      OWN LEGAL ADVISORS AND THAT THE LAW FIRM OF NELSON MULLINS RILEY &
SCARBOROUGH LLP REPRESENTS THE COMPANY AND NOT THE STOCKHOLDER.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      and
      delivered by their proper and duly authorized representatives as of the day
      and
      year first above written.

    
      	 	 	 
	 	
              “THE
                TRUSTEE”

            
	 
 	 
 	 
 
	
            	
            	/s/
              William D. Kirkland
	 	
              

              William
                D. Kirkland

            


      	 	 	 
	 	 
	 	
              “THE
                STOCKHOLDER”

            
	 
 	 
 	 
 
	
            	
            	/s/
              Margie Chassman
	 	
              

              Margie
                Chassman

            


      	 	 	 
	 	 
	 	
              “THE
                COMPANY”

               

              
                COLLEXIS
                  HOLDINGS, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	/s/
              William D. Kirkland
	 	
              

              William
                D. Kirkland

              Chief
                Executive Officer

            




    
      
        
        

      

      
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