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EXHIBIT 10.101
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December 12, 2000
VIA FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
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Gestalt Corporation
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Re: Agreement for Financial Consulting Services
Dear Wolfgang:
This letter will memorialize our oral agreement made with respect to
certain financial consulting services to be provided by Gestalt Corporation
("Gestalt") on behalf of USURF America, Inc. ("USURF").
Specifically, we agreed as follows:
A. Gestalt agrees to develop on behalf of USURF an accounting
system for its corporate needs, utilizing Gestalt's STEP FORWARD development
environment. In this regard, Gestalt shall establish a financial control
system for use in USURF's financial reporting, as well as such other
management information systems as may be requested by USURF.
B. Gestalt agrees that USURF is bargaining for you, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, to provide administrative management services, which shall include the
interpretation of management's information needs, the construction of a
management information system and the provision of final input and guidance
to USURF's financial personnel.
C. It is agreed by USURF and Gestalt that the resulting information
management application can be based on a local-area network in the offices
of USURF or as a web-based ASP service hosted by Gestalt, at its standard
rate. This shall be in the sole discretion of USURF.
D. It is agreed by Gestalt that, if requested by USURF, it shall
provide initial support service as is necessary to bring USURF's financial data
into current standing by processing the data through Gestalt's Calgary
offices.
E. Gestalt's compensation for the services to be provided pursuant
to this letter agreement shall be calculated at the rate of US$200.00 per hour.
Upon the mutual execution of this letter agreement, USURF shall
cause 100,000 shares of its common stock to be issued to Gestalt, as a retainer
(the "Retainer") against future services hereunder. These shares of common
stock shall be valued at $.3125 per share, or $31,250, in the aggregate.
The Retainer shall be applied to all invoices for services and
expenses rendered and incurred hereunder, until the Retainer is exhausted.
Thereafter, USURF shall pay Gestalt's invoices, upon presentation.
It is agreed that USURF shall be responsible only for reasonable
out-of-pocket expenses incurred by Gestalt in its performance hereunder.
It is further agreed that USURF shall not be required to pay any single
item of expense in excess of $200.00, unless USURF shall have given its
prior written approval.
USURF shall cause all 100,000 shares to be issued to Gestalt
hereunder to be registered, at USURF's expense, pursuant to a Registration
Statement on Form S-1 currently pending with the SEC. Gestalt shall be named
as a selling shareholder in such Registration Statement.
Gestalt represents and warrants to USURF that the shares of
common stock being acquired pursuant to this letter agreement are being acquired
for its own account and for investment and not with a view to the public
resale or distribution of such shares and further acknowledges that the shares
being issued have not been registered under the Securities Act or any state
securities law and are "restricted securities", as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they
are subsequently registered or an exemption from such registration is
available.
Gestalt represents and warrants that it has investigated USURF, its
financial condition, business and prospects, and has had the opportunity to
ask questions of, and to receive answers from, representatives of USURF
with respect thereto. Gestalt acknowledges that it is aware that USURF
currently lacks adequate capital to pursue its full plan of business,
specifically, that USURF currently lacks capital with which to exploit its
proprietary Wireless Internet access technology.
Gestalt acknowledges that the share certificate or certificates to be
issued to it pursuant to this letter agreement will bear a legend
restricting future transfer in the following , or similar, form:
"THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(6) OF THE
SECURITIES ACT OF 1933, AS AMENDED. THE STOCK MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION, EXCEPT IN A TRANSACTION EXEMPT FROM SUCH REGISTRATION."
F. Gestalt shall commence its services hereunder not later than December
19, 2000.
G. In the event of a dispute between us that arises out of this letter
agreement, we agree to submit such dispute to arbitration before the
American Arbitration Association (the "Association") at its Dallas, Texas,
offices, in accordance with the then-current rules of the Association; the
award given by the arbitrators shall be binding and a judgment can be
obtained on any such award in any court of competent jurisdiction. It is
expressly agreed that the arbitrators, as part of their award, can award
attorneys fees to the prevailing party.
H. This letter agreement is not assignable in whole or in any part, and
shall be binding upon the parties, their heirs, representatives, successors
or assigns.
I. This letter agreement may be executed in multiple counterparts which
shall be deemed an original. It shall not be necessary that each party
execute each counterpart, or that any one counterpart be executed by more
than one party, if each party executes at least one counterpart.
J. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas.
Should the foregoing reflect your understanding of our oral agreement,
please execute and return, by fax [▇▇▇-▇▇▇-▇▇▇▇], a copy of this letter.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
USURF America, Inc.
ACCEPTED AND AGREED:
GESTALT CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
its authorized agent