exv10w9



 




Exhibit 10.9




JK ACQUISITION CORP.

5847 San Felipe

Houston, Texas 77057




May 18, 2005




Mr. Keith D. Spickelmier

5847 San Felipe

Houston, Texas 77057



Dear Mr. Spickelmier:



      The purpose of this letter is to set forth certain understandings regarding your advance of
$45,000 (the “Advance”) to JK Acquisition Corp., a Delaware corporation (the
“Company”), to pay for certain fees, costs and expenses in connection with the Company’s
initial public offering (the “Offering”). Such Advance shall be subject to the following
conditions:




	 	1.  	Amounts constituting the Advance shall be used by the Company to pay for a
portion of the fees, costs and expenses relating to the SEC registration fee, NASD
registration fee and legal fees and expenses in connection with the Offering.
	 
	 	2.  	The Advance will be payable by the Company on the earlier of (i) May 18, 2006
and (ii) the consummation of the Offering.
	 
	 	3.  	The Advance will be repaid out of the proceeds of the Offering.
	 
	 	4.  	The Company hereby represents and warrants that: (i) it is a corporation, duly
formed, validly existing and in good standing under the laws of the State of Delaware;
(ii) it has the requisite power and authority to enter into, execute, deliver and
perform the terms hereof; (iii) its execution, delivery and performance hereof (A) has
been duly authorized by all proper and necessary corporate action, (B) will not violate
or conflict with any of its organizational documents, any material agreement binding
upon it or any law, regulation or order applicable to it, or (C) require consent or
approval of any Person which has not been obtained or which could not reasonably be
expected to prevent or delay it from performing its obligations hereunder; and (iv)
this letter is the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors rights generally and by equitable principles





 









 











	


	 	5.  	This letter shall be binding upon the Company, its successors and assigns and
shall inure to the benefit of Keith & Spickelmier and his successors and assigns;
provided, however, that the Company shall not assign its obligations hereunder without
the prior written consent of Mr. Spickelmier.
	


	 
	 	6.  	This letter may be executed in any number of counterparts, each of which
together shall constitute one and the same instrument.
	 
	


	 	7.  	THIS LETTER SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE
OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.
	







      Please indicate your agreement with the foregoing by executing a copy of this letter in the
space provided and returning it to us as soon as possible.


	 	 	 	 	 
	 	Very truly yours,





JK ACQUISITION CORP.

 	 
	 	By:  	/s/ JAMES P. WILSON	 
	 	Name:  	James P. Wilson	 
	 	Title:  	Chief Executive Officer	 
	 




ACCEPTED AND AGREED

this 18th day of May 2005:



/s/ KEITH D. SPICKELMIER                                        

Keith D. Spickelmier