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EXHIBIT 10.51
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November 19, 1999
Xx. Xxxxx Xxxxxx President
USURF America, Inc.
0000 Xxxxxxxx Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter agreement (the "Agreement") will confirm our understanding
regarding the production by The Research Works, Inc. ("RW') of reports with
respect to the securities of USURF America, Inc. ("Client"), a Nevada
corporation. This Agreement supercedes any prior agreements between our
companies, and any such prior agreements are to be considered null and void.
Whereas RW is an independent research firm that produces reports with
respect to the securities of its clients, and whereas Client has publicly
traded securities and desires RW to produce a report regarding its
securities ("Report"), in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, RW and Client hereby agree as
follows:
1. The term of this Agreement shall commence on the date of your signing of
this Agreement and shall continue through the date of RWs issuance of the
Report.
2. RW shall not distribute the Report without first providing Client with a
reasonable opportunity to review such Report and correct any historical
factual information in such Report that is incorrect.
3. RW shall prepare the Report and print and distribute the report at RWs
own expense to institutional investors whom it believes have an interest in
small-capitalization stocks. RW will also mail to Client 200 copies of the
Report, and Client may duplicate the Report at its own expense or purchase
additional original copies from RW for a nominal fee.
4. In consideration of RWs services with respect to the Report, Client
shall issue to RWwarrants to purchase shares of Client's common stock, the
terms of which warrants shall be set forth in the Warrant Agreement
attached hereto (the "Warrant Agreement"). This Warrant Agreement details
the number of warrants and the various terms and conditions to which the
warrants are subject.
5. Except for a so-called "Shelf' Registration Statement on Form S-1 to be
filed by Client in the near future, with respect to 2,000,000 shares of
Client's common stock for use in as-yet unidentified business acquisitions,
Client represents that (a) it is not presently engaged in a private or
public offering of securities, including any continuing distribution,
whether or not exempt, that will not be concluded prior to issuance of the
Report on Client, and that Client has no intention of making such an
offering within the next 90 days (an "evergreen" prospectus for employee
stock option and other similar plans will not preclude issuance of the
Report); (b) will not use the Report in connection with any offering
without the prior written consent of RW; (c) it and its principals will
keep confidential their knowledge of the pending release of the Report; and
(d) it will cease any distribution of the Report when facts or management's
expectations are materially different from those presented or estimated in
such Report; (e) it will indemnify and hold RWand its officers and
employees harmless from and against any loss, damage, liability, or expense
(including reasonable attorneys' fees and other costs of litigation,
regardless of outcome) arising out of or in connection with (i) any breach
of the representations and covenants made by Client in this Point 5, (ii)
false or misleading information provided to RW by Client, or (iii) claims
relating to the purchase and/or sale of Client's securities arising from
RWs relationship with Client. Such indemnifications shall continue
indefinitely beyond the term of this Agreement.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey without regard to the principals of
conflict of laws.
Please confirm your agreement with the foregoing by signing and returning
one copy of this letter to the undersigned whereupon this Letter Agreement
shall become a binding agreement.
Very truly yours,
THE RESEARCH WORKS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:
USURF AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
