fonixs8062508ex4a.htm


    
      

      

    

    
      Exhibit 4(a)

      


      June 25,
2008

      


      


      


      Jeffrey
M. Jones, Esq.

      Durham
Jones & Pinegar

      111 East
Broadway, #900

      Salt Lake
City, UT 84111

      


      Dear
Jeff:

      


      On behalf
of Fonix Corporation ("Fonix"), I am writing with respect to the unpaid legal
fees and costs billed by Durham Jones & Pinegar ("DJP") to Fonix in
connection with general litigation, corporate and certain securities matters
(the “General Representation Matters”). The purpose of this letter is to set
forth the mutual agreement between Fonix and DJP with respect to payment of
DJP's outstanding legal fees for the General Representation Matters, which
agreement is as follows:

      


      1.           The
total outstanding amount Fonix owes DJP with respect to all unpaid General
Representation Matters (and associated costs) billed and unbilled through May 1,
2008, is approximately $352,000 (the "Obligation"). The parties each confirm
that the fees, costs and other amounts constituting the Obligation were incurred
in connection with General Representation Matters and were not incurred in
connection with any capital raising effort by Fonix.

      


      2.           DJP
will accept as partial payment of the Obligation the issuance of 624,705,379
shares of Fonix Corporation Class A common stock (the "Payment Shares"). For purposes of this
letter agreement, DJP agrees to instruct its broker to sell no more than
20,000,000 of the Payment Shares per day unless authorized by
Fonix.  DJP will apply the proceeds from the sales of the Payment
Shares, net of commissions and any other charges (the “Net Proceeds”), against
the Obligation.  At the end of every month, DJP will provide an
accounting of the Net Proceeds and their application against the Obligation.
Once the Payment Shares have been sold and if the Obligation is not paid in
full, Fonix will issue additional shares to be sold under the same method until
the Obligation is paid in full.

      


      3.           The
shares of Fonix common stock under the Plan are currently registered under a
Registration Statement on Form S-8. A copy of the prospectus forming a part of
such registration statement is enclosed herewith. In order to comply with rules
and regulations governing the use of Form S-8, the Payment Shares shall be
issued to you.  For administrative convenience, the certificates
representing the Payment Shares shall be issued in the name of "Wilco," which is
the nominee your broker uses with the Depository Trust Corporation.

      


      4.           It
is the expectation of Fonix and DJP that all new charges for General
Representation Matters will be paid timely either with cash payment or
additional issuances of shares of Fonix common stock in the manner described
herein, provided that the number of shares, value of the shares and other
specific terms of this arrangement will be re-evaluated on a periodic basis
based, in part, on the market price of shares of Fonix common stock on the date
of such re-evaluation. Notwithstanding the foregoing, Fonix may pay all or any
greater part of the remaining Obligation in cash at any time.

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      Durham Jones & Pineger

      June 25, 2008

      Page 2


      5.           The
parties recognize that DJP has previously rendered legal services to Fonix in
connection with Fonix’s capital raising efforts (the “Capital Representation
Matters”).  These services are not within the scope of “General
Representation Matters” and the fees for Capital Representation Matters have not
been included in the amount which is defined above as the
“Obligation.”  Fonix will pay fees for present and future Capital
Representation Matters by monthly cash payments.  Notwithstanding the
foregoing, Fonix may pay all or any greater part of the remaining Obligation in
cash at any time.

      


      If this
letter accurately sets forth your understanding with respect to the matters set
forth herein, please execute this letter in the space provided below and return
it to me. If you have any questions regarding this letter, please contact
me.

      


      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                FONIX
      CORPORATION,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                /s/ Roger D.
      Dudley

              
	 
      	
                Roger
      D. Dudley

              
	 
      	
                President,
      Chief Executive Officer, Chairman

              


      

      


      


      AGREED TO
AND ACCEPTED

      this 5th
day of June, 2008.

      


      DURHAM
JONES & PINEGAR, PC,

      a Utah
professional corporation

      


      


      


      By:  /s/_______________________________

      Its:  _________________________________