Exhibit
10.5


 


Worldwide
Blue Ocean Technologies, L.L.C.

2705 Canton Street

Dallas, Texas  75226

469.227.7806

469.227.7955


 


December 1, 2003


 


 


Mr. John Mills, Member


Mr. Charlie Parker, Member


OutBack Management Services, L.L.C.


 


 


Gentlemen:


 


This letter is intended to reflect our understanding regarding the
grant to OutBack Management Services, L.L.C. (“OutBack”) of an
interest in Worldwide Blue Ocean Wireless Communications, L.L.C. (“WBOW”).


 


As you know, OutBack has contributed assets to WBOW in exchange for a
50% ownership interest in WBOW, which OutBack subsequently sold to Worldwide
Blue Ocean Technologies, L.L.C. (“WBOT”).  WBOT acknowledges that WBOW is entering into a management
services agreement with OutBack, which contemplates the provision of management
services to WBOW in accordance with the form of Memorandum of Understanding
dated effective December 1, 2003. 
WBOT also acknowledges that OutBack’s initial contribution of assets to
WBOW did not compensate OutBack for management services rendered to the
business of WBOW prior to December 1, 2003.


 


Accordingly, WBOT hereby transfers and assigns to OutBack a ten percent
(10%) ownership interest in WBOW, in consideration of management services
rendered to the business of WBOW to date.


 


OutBack has had an opportunity (i) to discuss WBOW’s business,
management and financial affairs with WBOW’s management, (ii) to review WBOW’s
business plans and other information that OutBack deemed necessary to evaluate
any investment in WBOW, and (iii) to ask questions of officers of WBOW, which
questions have been answered to OutBack’s satisfaction.  OutBack (a) is an “accredited investor” as
defined under Regulation D of the rules promulgated under the Securities Act of
1933 or, if not an accredited investor, (b) has such knowledge and experience
in financial and business matters, either alone or with its purchaser
representative(s), that it is capable of evaluating the merits and risks of a
prospective investment in WBOW.  OutBack
is


 


1

















 


acquiring the interest in WBOW for its own account for investment
purposes and not with a view to or for resale in connection with any
distribution or public offering thereof within the meaning of the Securities
Act of 1933.  OutBack is acquiring the
interest in WBOW in the State of Texas.


 


Contemporaneously with the execution of this letter agreement, OutBack
shall execute the Regulations of WBOW, which shall govern its rights with
respect to the interest in WBOW owned by OutBack.


 


If the foregoing represents the substance of our agreement, please so
indicate by signing one copy of this letter and returning to my attention.  Thank you.


 


Sincerely,


 


 


	
  Dennis McLaughlin, 

  	
  /s/ Dennis McLaughlin

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED:

  	
   

  
	
   

  	
   

  
	
  OutBack Management Services, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John Mills

  	
   

  	
   

  
	
   

  	
  John Mills, Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charlie Parker

  	
   

  	
   

  
	
   

  	
  Charlie Parker, Member

  	
   

  
						



 


2