Exhibit 10.8
December 31, 1997
Infinity Investors Limited
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Gentlemen:
Reference is hereby made to that certain Securities Purchase Agreement
dated the date hereof among Touch Tone America, Inc. (the "Company"), Orix
Global Communications, Inc. ("Orix"), Infinity Investors Limited and Infinity
Emerging Opportunities Limited (collectively, the "Purchasers"), together
with each Transaction Agreement referenced therein (including, without
limitation, the Option Agreement). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Purchase
Agreement.
Consistent with the condition precedent to the Closing Date in the
Purchase Agreement set forth in Section 6.1 thereof, the undersigned each
hereby agree that they shall not sell, transfer or otherwise dispose of any
of the shares of Common Stock of the Company received by them in the
Reorganization or otherwise prior to January 1, 1999, unless such sale,
transfer or other disposition occurs as a selling shareholder pursuant to an
underwritten offering of at least $2,500,000 gross proceeds by the Company of
its Common Stock. The undersigned acknowledge that any breach by the
undersigned of this covenant shall (x) result in an Event of Default under
the Debentures and (y) entitle the Purchasers to pursue all remedies
available at law or in equity, including injunctive relief.
Infinity Investors Limited
Infinity Emerging Opportunities Limited
December 31, 1997
Page 2
Yours very truly,
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