EXHIBIT 10.39
[LETTERHEAD OF GLENMOUNT, LLC]
February 18, 2000
Xx. Xxxxx Xxxxxxxx
Chairman
Fieldworks, Incorporated
0000 Xxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Dear Xxxxx:
As you know, Glenmount, LLC ("Glenmount") has provided services to FieldWorks,
Incorporated ("FieldWorks") during the initial three-month period of the
Management Services Agreement, dated as of November 20, 1999 (the "Agreement"),
that exceed the scope and nature of the services contemplated by the monthly
and closing fees specified in the Agreement. In addition, Glenmount has arranged
for Industrial-Works Holding Co., LLC ("IWHC") to provide a commitment letter
to FieldWorks with respect to the purchase of up to 3,000,000 shares of
preferred stock.
This letter will confirm our mutual agreement to supplement the Agreement, as
set forth below, to compensate Glenmount for these additional services.
In consideration of the foregoing, FieldWorks hereby agrees (a) to promptly pay
Glenmount $30,000 as additional compensation for the initial three-month
period of the Agreement, (b) to extend the $10,000 per month fee to Glenmount
for each month during the balance of the term of the Agreement, and (c) to pay
an additional fee equal to 4% of the purchase price of any securities issued by
FieldWorks to IWHC (other than the 4,250,000 shares of Series B Convertible
Preferred Stock, the warrant and the 500,000 warrant shares issued pursuant to
the Stock Purchase Agreement dated as of November 20, 1999), payable on the date
any such securities are purchased by IWHC.
If the terms of this letter are acceptable, please sign below and return a copy
of this letter to us.
Sincerely,
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
Managing Director
The undersigned confirms and agrees with the terms of the foregoing letter.
FIELDWORKS, INCORPORATED
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Chairman
