**Exhibit10.5**

 

**WorldwideBlue Ocean Technologies, L.L.C.2705 Canton StreetDallas, Texas  75226469.227.7806469.227.7955**

 

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 thegrant to OutBack Management Services, L.L.C. (*“OutBack”*) of aninterest in Worldwide Blue Ocean Wireless Communications, L.L.C. (*“WBOW”*).

 

As you know, OutBack has contributed assets to WBOW in exchange for a50% ownership interest in WBOW, which OutBack subsequently sold to WorldwideBlue Ocean Technologies, L.L.C. (*“WBOT”*).  WBOT acknowledges that WBOW is entering into a managementservices agreement with OutBack, which contemplates the provision of managementservices to WBOW in accordance with the form of Memorandum of Understandingdated effective December 1, 2003. WBOT also acknowledges that OutBack’s initial contribution of assets toWBOW did not compensate OutBack for management services rendered to thebusiness 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 servicesrendered 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’sbusiness plans and other information that OutBack deemed necessary to evaluateany investment in WBOW, and (iii) to ask questions of officers of WBOW, whichquestions have been answered to OutBack’s satisfaction.  OutBack (a) is an “accredited investor” asdefined under Regulation D of the rules promulgated under the Securities Act of1933 or, if not an accredited investor, (b) has such knowledge and experiencein financial and business matters, either alone or with its purchaserrepresentative(s), that it is capable of evaluating the merits and risks of aprospective investment in WBOW.  OutBackis

 

1

----

 

acquiring the interest in WBOW for its own account for investmentpurposes and not with a view to or for resale in connection with anydistribution or public offering thereof within the meaning of the SecuritiesAct of 1933.  OutBack is acquiring theinterest in WBOW in the State of Texas.

 

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

 

If the foregoing represents the substance of our agreement, please soindicate 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

----