EXHIBIT 10.1(a)
[GRAPHIC OMITTED]
00 Xxxxxxx Xxxx
Xxxxxxxx X, Xxxxx 000
Xxxxxxxxxx
XX 00000
March 25, 2005
Via Email
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Xx. Xxxxxxx Xxxxxx
Macrocom Investors, LLC
Dear Xxxxxxx:
This letter will confirm our understanding with respect to the Finance Agreement
between Macrocom Investors, LLC and NetFabric Corporation ("NetFabric") of July
22, 2004 ("Agreement") with respect to the shell company that you brought to us.
Specifically, under the terms of that agreement, it was agreed and understood
that Macrocom Investors, LLC or a company formed by you would either bring to
NetFabric a shell for purchase or purchase a shell and propose it to NetFabric
as a vehicle for merger or acquisition. In either event, the shell was subject
to acceptance by NetFabric after it conducted its own due diligence, and you
were to be compensated in post-closing stock of the shell company used for such
merger or acquisition.
As it happened, Littlehampton Investments, LLC, ("Littlehampton") a company
formed by you, purchased a controlling interest in Houston Operating Company
("HOC") and proposed HOC as the company for merger with NetFabric. We conducted
our due diligence, agreed to merge with HOC and proceeded to closing on December
9, 2004. At the time of the merger, Littlehampton had and retained 1,000,000
shares of post-closing stock of HOC as a result of its previous purchase of the
shell, which purchase NetFabric was not a party to, and you received no other
compensation for the providing the shell to NetFabric.
As a result, you have received all compensation due to you under the terms of
the Agreement for bringing the company, HOC, to NetFabric for purposes of the
merger transaction.
Please confirm your above understanding of the above by signing a copy of this
letter and returning an original to me for our files.
Sincerely,
Xxxxxx Xxxxxxx
CFO, Houston Operating Company and NetFabric Corporation
Xxxxxxxxxx and agreed to:
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Xxxxxxx Xxxxxx, for Macrocom Investors, LLC
and Littlehampton Investments, LLC
