fnxcs820090728ex4-c.htm


    
      

      

    

    Exhibit
4(c)

    


    July 17,
2009

    


    


    


    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 July
15, 2009, was approximately $450,000 (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 consideration for not immediately enforcing the Obligation the
issuance of 89,500 shares of Fonix Corporation Class A common stock (the
"Payment Shares").

    


    3.           The
shares of Fonix common stock under the Plan are currently or will soon be
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.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    Durham
Jones & Pinegar

    July 28,
2009

    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 17th
day of July, 2009.

    


    DURHAM
JONES & PINEGAR, PC,

    a Utah
professional corporation

    


    


    


    By:    /s/ Jeffrey M.
Jones                                     
   

    Its:    VP