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EXHIBIT 10.23
May 9, 1997
RAS Securities Corp.
0 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Letter of Intent Regarding Initial Public Offering; Agency
Agreement; Merger and Acquisition Agreement
Gentlemen:
As a result of problems relating to underwriting compensation on prior
transactions relating to RAS Securities Corp. ("RAS"), it is our understanding
that XXX has agreed to step down as underwriter of the planned initial public
offering by Aviation Group, Inc. (the "Company"). In that connection, we
request that you formalize this withdrawal by RAS by acknowledging and agreeing
that the following agreements, to the extent indicated below, are hereby
terminated and canceled, subject to the condition set forth herein:
1. Letter of intent agreement dated January 28, 1997 between the Company and
RAS relating to the planned initial public offering shall be terminated
and canceled in its entirety;
2. Paragraphs (xv), (xvi) and (xvii) of Section 7 only of the Agency
Agreement dated January 19, 1996 between the Company and RAS shall be
terminated and canceled; and
3. Merger and Acquisition Agreement dated January 23, 1996 between the
Company and RAS shall be terminated and canceled in its entirety.
It is also our understanding, which you hereby confirm, that RAS will not
participate in any manner, including as an underwriter or as a member of the
selling group, in the planned initial public offering by the Company.
You also agree that the "lock-up" letter agreements each dated March 1, 1996,
between XXX and Xxxx Xxxxxxxxxx and Xxx Xxxxxxx will be deemed terminated upon
the execution by Xx. Xxxxxxx and Xx. Xxxxxxxxxx of new lock-up agreements with
the lead underwriter of the Company's planned initial public offering.
Notwithstanding the foregoing, we understand that your agreements herein are
conditioned upon the completion of the planned initial public offering by the
Company, and if the initial
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RAS Securities Corp.
May 9, 1997
Page 2
public offering is not completed or is terminated or abandoned by the Company,
the agreements hereby terminated and canceled will be automatically reinstated
to be in full force and effect.
If the foregoing is satisfactory to you, please execute and return one fully
executed original to the undersigned to evidence your confirmation and
agreement to the foregoing.
Very truly yours,
Aviation Group, Inc.
By: /s/ XXX XXXXXXX
Xxx Xxxxxxx, President
Acknowledged and agreed
this 9th day of May, 1997:
RAS SECURITIES CORP.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
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Title: Chairman & CEO
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