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Exhibit 10.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is made and entered into
this 19th
day of August, 2002, by and among The Bluebook International
Holding Company, a
Delaware corporation (the "Company"), those certain existing
holders of the
Company's Common Stock and Series B Convertible Preferred Stock
listed on
Exhibit A hereto (the "Holders") and Cotelligent, Inc., a
Delaware corporation
("Cotelligent").
WITNESSETH
WHEREAS, the Holders are the beneficial owners of shares of the
Common
Stock and Series B Convertible Preferred Stock of the Company
set forth opposite
their respective names on Exhibit A;
WHEREAS, the Company proposes to sell shares of its Series C
Preferred
Stock (the "Series C Preferred"), to Cotelligent pursuant to the
Series C
Convertible Redeemable Preferred Stock Purchase Agreement dated
as of August 19,
2002 (the "Financing"); and
WHEREAS, in connection with the consummation of the Financing,
the Holders
and Cotelligent have agreed to provide for the future voting of
the Holders'
shares of the Company's capital stock as set forth below.
NOW, THEREFORE, in consideration of the promises and for good
and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the
parties hereto agree as follows:
ARTICLE I
1. Voting.
1.1 (a) During the term of this Agreement, the Holders each
agree to vote
all shares of voting capital stock of the Company registered in
their respective
names or beneficially owned by them as of the date hereof, and
any and all other
securities of the Company legally or beneficially acquired by
each of the
Holders after the date hereof, (hereinafter collectively
referred to as the
"Holder Shares") subject to, and in accordance with, the
provisions of this
Agreement.
1.2 From and after the date hereof and continuing until the
expiration or
earlier termination of this Agreement, at each election of all
of the directors
(or the first election of any portion thereof and each
subsequent election for
such portion), each Holder shall vote all of such person's
Holder Shares for the
election as a director of one representative of Cotelligent
designated by
written notice from Cotelligent to each Holder (the "Cotelligent
Director"). Any
vote taken to remove the Cotelligent Director elected pursuant
to this Section
1.2, or to fill any
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vacancy created by the resignation or removal of the Cotelligent
Director
elected pursuant to this Section 1.2, shall also be subject to
the provisions of
this Section 1.2.
1.3 The Holders represent and warrant to Cotelligent that there
are no
voting agreements, voting trusts, or any other agreements or
understandings that
affect or relate to the voting or giving of written consents
with respect to the
Holder Shares, other than this Agreement.
1.4 Concurrently with the execution of this Agreement, there
shall be
imprinted or otherwise placed, on all certificates representing
the Holder
Shares the following restrictive legend (the "Legend"):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS
AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN
RESTRICTIONS
ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON
ACCEPTING
ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND
SHALL
BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF
SUCH
VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF
THIS
CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY
AT ITS
PRINCIPAL PLACE OF BUSINESS."
1.5 The Company agrees that, during the term of this Agreement,
it will not
remove, and will not permit to be removed (upon registration,
transfer,
reissuance or otherwise), the Legend from any such certificate
and will place or
cause to be placed the Legend on any new certificate issued to
represent Holder
Shares theretofore represented by a certificate carrying the
Legend.
1.6 Th
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