EXHIBIT 99.1
LAS AMERICAS BROADBAND, INC.
00000 XXXXXX XXXXXXXXX
XXXXXXXXX, XX 00000
February 27, 2001
Mr. and Xxx. Xxxxxx X. Xxxxxx
_____________________________
_____________________________
Dear Mr. and Xxx. Xxxxxx:
Reference is made to the Agreement and Plan of Merger dated as of
December 19, 2000, by and among InfoAmerica, Inc., a Colorado corporation, IFOA
Acquisition Corp., a California corporation, Technical Services Broadband, Inc.,
a California corporation and Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx (the
"Agreement"). Capitalized terms used herein but not otherwise defined shall have
the same respective meanings herein as are ascribed in the Agreement.
This letter hereby confirms our understanding and agreement that
pursuant to Section 2 of the Agreement, the Purchase Price shall be
re-calculated. The initial Purchase Price was $575,000, which was calculated
based on the Projected Cash Flow of the Company multiplied by two (2), and
included a deduction in the amount of $25,000 as repayment for an advance made
to the Company by InfoAmerica, Inc.
The parties hereby agree that, notwithstanding anything to the contrary
contained in Section 2 of the Agreement, (A) the Purchase Price shall consist of
(i) $110,000 in cash (which amount is being paid to the Shareholders on the date
hereof) and (ii) 125,000 shares of IFOA Common Stock (the "Stock Portion"), and
that (B) upon the issuance to the Shareholders of the Stock Portion, the
Purchase Price, as adjusted, shall be paid in full.
Except to the extent modified hereby, the Agreement shall remain
unmodified and in full force and effect in accordance with the terms and
conditions thereof.
This letter agreement shall be construed and interpreted in accordance
with the laws of the State of California applicable to agreements made and to be
performed in said State.
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If the foregoing correctly reflects our agreement, please sign below
and return this letter to the undersigned.
Very truly yours,
LAS AMERICAS BROADBAND, INC.
(formerly, InfoAmerica, Inc.)
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
AGREED:
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
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