EXHIBIT 10.9


                               Spencer Clarke LLC
                         Securities o Investment Banking
                         MEMBER NASD o MSRB o SIPC o SIA


Confidential

February 1, 2005

RG America, Inc.
2100 Valley View Lane
Suite 100
Dallas, TX 75234

Attention: Mr. John E. Rea, Chief Executive Officer

      Re:   Proposed Private Offering of Securities of RG America, Inc.

Dear Mr. Rea:

Pursuant  to our  discussions  earlier  today,  we are  pleased to  confirm  the
arrangements  under which Spencer Clarke LLC ("Spencer Clarke") is engaged by RG
America,  Inc. ("RG America" and, together with its affiliates and subsidiaries,
the "Company") to act, on a "best efforts" basis, as the Company's non-exclusive
agent in  connection  with two proposed  private  offerings of  securities by RG
America (the "Proposed Offerings"). The Proposed Offerings shall consist of: (a)
up to $5,000,000 of RG America equity  securities to be placed by Spencer Clarke
on a "best  efforts"  basis  pursuant to Regulation D of the  Securities  Act of
1933, as amended (the "Act") is currently  intended to be completed by April 15,
2005, and (b) a separate  Proposed  Offering of Securities of the Company in the
amount of $1,000,000 (the "Bridge Facility"), currently intended to be completed
with terms that are mutually  acceptable between Spencer Clarke and the Company.
This letter states certain  assumptions upon which participation in the Proposed
Offering by Spencer Clarke, as exclusive agent is intended.

1.    Participation  in the Proposed  Offering by Spencer  Clarke is conditioned
      upon,  among other  things,  the  following:  (a)  Spencer  Clarke and its
      counsel  finding  satisfaction  with the  results  of their due  diligence
      investigation;  (b) the Company having adequate,  as reasonably determined
      by Spencer  Clarke  and RG  America,  liability  insurance  in place;  (c)
      Spencer  Clarke  reviewing and being  satisfied with the  composition  and
      compensation  of the Company's  current  management  team; (d) the Company
      agreeing that it will not  materially  alter the  compensation  payable to
      members of its management  team prior to the final closing of the Proposed
      Offering (the "Final  Closing");  (e) Spencer  Clarke's receipt of audited
      financial statements for the Company's fiscal year ended December 31, 2003
      audited by an accounting firm  acceptable to Spencer  Clarke;  and (f) the
      nonoccurrence of any adverse material change in the business, prospects or
      financial   condition  of  RG  America  and  the   nonoccurrence   of  any
      catastrophe,  adverse change in the securities markets, change in national
      or international affairs or other event which does or may adversely affect
      the business, prospects or financial condition of RG America .

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RG America, Inc.
January 10, 2005
Page 2

2.    Spencer  Clarke  shall  have the right to act as the  Company's  exclusive
      placement  agent  until four  months  following  the closing of the Bridge
      Facility, or such later date as agreed to by the parties in writing.

3.    Immediately  prior to the initial  closing of the Proposed  Offering  (the
      "Initial Closing"), RG America will have a capital structure consisting of
      up to 300,000,000  authorized  shares,  with issued and outstanding shares
      not to exceed  50,000,000  on a 1 for 6 post-split  shares of Common Stock
      outstanding  on a fully diluted  basis,  including  shares of Common Stock
      reserved  for issuance  upon the  exercise of options,  warrants and other
      securities  for the  purchase of,  exchangeable  for or  convertible  into
      shares of Common Stock.

4.    RG America  shall  provide the  investors  in the proposed  offering  such
      registration rights as agreed to between RG America and the lead investor.

5.    During the period  (the  "Lock-up  Period")  commencing  upon the  Initial
      Closing  and  ending  sixty  days  following  the  date  the  Registration
      Statement is declared  effective by the SEC, none of RG America's officers
      or  directors  or  those of its  stockholders  that  beneficially  own ten
      percent (10%) or more of RG America's  outstanding  shares of Common Stock
      ("Principal  Stockholders") will sell or otherwise dispose of any of their
      securities of RG America without Spencer  Clarke's prior written  consent.
      The Company  will  deliver to Spencer  Clarke,  on or prior to the Initial
      Closing,  the agreements of each of RG America's  officers,  directors and
      Principal Stockholders to the effect of the foregoing.

6.    Up and to the Final  Closing,  the Company will not sell or issue  greater
      than $100,000 of any  securities  without giving written notice to Spencer
      Clarke,  and none of RG  America's  officers  or  directors  will  sell or
      otherwise dispose of any of their securities of RG America without Spencer
      Clarke's  prior  written  consent,  which  consent shall not be reasonably
      withheld or delayed.

7.    As of the Initial  Closing,  RG America will enter into an agreement  with
      Spencer Clarke (the "Placement Agent  Agreement")  containing the relevant
      terms and conditions  outlined  herein and such other terms and conditions
      as are customarily  contained in agreements of such character,  as well as
      RG America ' representations,  warranties and covenants for the benefit of
      the  investors in the  Proposed  Offering.  Except as otherwise  set forth
      herein, neither RG America nor Spencer Clarke will be under any obligation
      to the other with  respect to the Proposed  Offering  until RG America and
      Spencer Clarke have executed and delivered the Placement Agent  Agreement.
      It is  understood  that this letter is merely a statement of intent by the
      parties to agree in principle to the  contents  hereof;  however any legal
      obligations between the parties relating to the Proposed Offering shall be
      only  as  set  forth  in  the  Placement  Agent  Agreement,  except  that,
      notwithstanding  the  foregoing,  this letter  shall  constitute a binding
      agreement   between  the  Company  and  Spencer  Clarke  relative  to  the
      Non-Refundable Payment (defined in paragraph 9(a) below) by the Company as
      set forth in paragraph 9(a) below), the expenses payable by the Company as
      provided  for in  paragraphs  9(c) and 10 below,  the  Consulting  Fee (as
      defined  below)  payable by the Company as provided in Section 9(b) below,

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RG America, Inc.
January 10, 2005
Page 3

      the fees payable by the Company pursuant to 11 below, the  confidentiality
      provisions of paragraph 17 below,  the provisions of paragraphs 16, 18 and
      19 below,  the choice of law,  service of process and other  provisions of
      paragraph  21 below and the  indemnification  provisions  set forth in the
      indemnification letter attached hereto and made a part hereof.

8.    Pursuant to the terms of the Placement  Agent  Agreement,  Spencer  Clarke
      will  receive an opinion of RG  America's  counsel on each  closing of the
      Proposed Offering, in form satisfactory to Spencer Clarke's counsel, which
      shall contain,  among other things, an opinion relating to the legality of
      the Shares issued as of such closing.

9.    For acting as agent in connection  with both Proposed  Offerings,  Spencer
      Clarke shall  receive  from the Company the  following  compensation  (the
      "Agent Fee"):

      (a)   9% of the gross  proceeds  of each of the  Proposed  Offerings  (the
            "Success  Fees") raised by Spencer  Clarke,  of which (i) $25,000 is
            due at the closing of the first $250,000 of the Bridge Facility, and
            shall be  nonrefundable  regardless of whether or not the $5,000,000
            Proposed Offering is consummated (the "Nonrefundable  Payment"), and
            (ii) the  balance  shall be paid to  Spencer  Clarke at the  Initial
            Closing  and each  subsequent  closing  with  respect  to the  gross
            proceeds raised by Spencer Clarke as of such closing dates; however,
            it is  understood  that the  Nonrefundable  Payment  will be  offset
            against the Success Fee on the $5,000,000  Proposed Offering;  1% of
            the gross  proceeds of each of the Proposed  Offerings (the "Success
            Fees") raised by Spencer  Clarke shall be payable in Common Stock of
            RG America at the 5 day average trading price prior to closing.

      (b)   Warrants (the  "Warrants")  exercisable to purchase shares of Common
            Stock of RG America  in an amount  equal to 10% of (i) the number of
            shares of Common Stock sold in Each of the Proposed Offerings and/or
            issuable upon conversion or exercise of other equity securities sold
            in the Proposed  Offerings  (the "Warrant  Shares"),  which Warrants
            shall be  issued to  Spencer  Clarke  and/or  its  designees  at the
            Initial  Closing  and each  subsequent  closing in  relation  to the
            number of Shares issued at each such closing.  The Warrants shall be
            exercisable, at any time and from time to time, in whole or in part,
            over a period of three (3) years  from the  Initial  Closing,  at an
            exercise  price per Warrant  Share equal to 105% of the price of the
            Shares sold in the Proposed  Offering.  The Warrant Shares shall, at
            Spencer Clarke's option,  be included in any registration  statement
            filed for the investors and the Warrants  shall provide for cashless
            exercise provisions and such other piggyback  registration rights as
            are satisfactory to Spencer Clarke and its counsel; and

      (c)   2%  non-accountable  expense  allowance  for  each  of the  Proposed
            Offerings for the reimbursement of costs, fees and expenses incurred
            by  Spencer  Clarke in  connection  with its due  diligence  and its
            participation in the preparation of the private placement memorandum
            and the offering  process,  including,  but not limited to,  travel,

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RG America, Inc.
January 10, 2005
Page 4

            communication,  marketing  and roadshow  expenses and the legal fees
            and  expenses  of its  counsel  (other  than those  incurred by such
            counsel on behalf of RG America in connection with Blue Sky services
            which are referred to in paragraph 10 below), which shall be payable
            at the Initial Closing and each subsequent  closing up to the amount
            outstanding at such closing.

      (d)   On the $5,000,000  Offering Closing,  the Company and Spencer Clarke
            will enter into a financial  consulting  agreement  satisfactory  to
            Spencer Clarke (the "Consulting  Agreement"),  pursuant to which the
            Company will employ  Spencer  Clarke as a  non-exclusive  Investment
            Banker and Financial  Consultant  for a period of twelve (12) months
            following  the Offering  Closing,  at a monthly fee of Five Thousand
            Dollars  ($5,000)  exclusive  of any actual  out-of-pocket  expenses
            approved by the Company.  Fifty Percent or Thirty  Thousand  Dollars
            ($30,000)  will be payable in full from the proceeds of the Offering
            at Closing.  The  remaining  fifty  percent or $30,000  will be paid
            monthly  at $5,000  per  month  following  a six (6) month  deferral
            period from the Closing Date.

10.   In addition to the Placement  Agent Fee, the Company shall bear all of its
      own fees,  disbursements  and  expenses in  connection  with the  Proposed
      Offering,   including,   without  limitation,   the  Company's  legal  and
      accounting fees and disbursements;  the costs of preparing and reproducing
      the private placement  memorandum and other appropriate  documents (all in
      such quantities as Spencer Clarke may require); and the costs and expenses
      incurred by the Company in  qualifying  the  Proposed  Offering  under the
      "Blue Sky" laws of the states specified by Spencer Clarke,  which shall be
      the sole responsibility of the Company.

11.   Within ten (10) days after the  Offering  Closing,  Spencer  Clarke  shall
      provide  to the  Company  an  updated  list  of  investors  and  potential
      investors  with whom it  initiated  discussions  on behalf of Company  and
      provide support to the Company that a discussion was made on behalf of the
      Company.  If, at any time prior to twelve (12) months following the end of
      the Offering Closing, the Company directly or indirectly sells any type of
      security to an investor on such list, the Company shall pay Spencer Clarke
      a fee equal to what the Placement Agent Fee would have been with regard to
      such sale had it occurred as part of the Proposed Offering.

12.   The net  proceeds  of the  Proposed  Offering  are to be used for  working
      capital and such other uses as are  reasonably  approved by Spencer Clarke
      or outlined in the Private Placement Memorandum.

13.   Provided  that at  least  two  ($2)  million  is  raised  in the  Proposed
      Offering,  Spencer  Clarke  shall be  granted,  until  twelve  (12) months
      following  the  Offering  Closing,  the  right  of  first  refusal  to (a)
      underwrite and/or place any sale of debt or equity  securities  (excluding
      traditional bank financings and financings  conducted  without a placement
      agent or  underwriter)  of the Company or of any  successor of the Company
      offered  for sale by the  Company,  any  successor  of the  Company or any

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RG America, Inc.
January 10, 2005
Page 5

      Principal  Stockholder  and whether it be in a single  transaction or in a
      series of transactions (collectively, the "Right of First Refusal"). It is
      understood  that if any such  proposed  financing  is  offered  to Spencer
      Clarke, it shall have ten (10) calendar days in which to determine whether
      or not to accept  such offer and, if Spencer  Clarke  elects not to accept
      such an offer,  and  provided  that such  financing  is  consummated  with
      another  underwriter,  placement agent or financial  advisor upon the same
      terms and  conditions as those offered to Spencer  Clarke and within three
      (3) months after the end of the  aforesaid  ten-day  period,  the Right of
      First Refusal shall  terminate  with respect to, but only with respect to,
      such financing.

14.   As of the  Initial  Closing,  Spencer  Clarke  shall  have the right for a
      period of one (1) year from the date of the  closing  of the  offering  to
      have its designee  appointed to serve as an observer of RG America's Board
      of Directors  meetings.  RG America shall  reimburse such designee for all
      reasonable costs incurred in attending its Board meetings.

15.   In connection with Spencer  Clarke's  activities on the Company's  behalf,
      the Company will furnish Spencer Clarke with all information, which it may
      reasonably request and will provide Spencer Clarke access to the officers,
      directors, accountants and counsel of the Company. RG America acknowledges
      that Spencer Clarke, in rendering its services hereunder,  shall be solely
      using  and  relying  on the  information  provided  to it by the  Company.
      Spencer  Clarke  does  not  assume  responsibility  for  the  accuracy  or
      completeness of any such information.

16.   Spencer  Clarke will act under this  letter  agreement  as an  independent
      contractor  with duties to the  Company.  Because  Spencer  Clarke will be
      acting on the Company's  behalf in this capacity,  it is Spencer  Clarke's
      practice  to receive  indemnification.  The  Company  agrees to  indemnify
      Spencer  Clarke  and  related  persons  in  accordance  with the  attached
      indemnification letter, the provisions of which are incorporated herein in
      their entirety.

17.   Spencer Clarke and the Company  mutually agree that they will not disclose
      any  confidential  information  received  from the other  party to others,
      except with the written  permission  of the other party or as such law may
      require disclosure.

18.   The Company  represents  and warrants to Spencer  Clarke that there are no
      brokers,  representatives  or  other  persons  that  have an  interest  in
      compensation  due to  Spencer  Clarke  from any  transaction  contemplated
      herein,  except for Synergy  Structures  LLC, which Company has previously
      provided  and  Spencer  Clarke has agreed to a finder's  fee  compensation
      structure for the transaction  contemplated  herein and acknowledges  that
      said finders fee shall not exceed two (2) percent of funds raised  through
      the offering as regulated by NASD Conduct rules 27-10.

19.   The benefits of this agreement shall, together with the separate indemnity
      letter,  inure to the benefit of respective  successors and assigns of the
      parties  hereto  and  of  the  indemnified  parties  hereunder  and  their
      successors  and  assigns  and  representatives,  and the  obligations  and

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RG America, Inc.
January 10, 2005
Page 6

      liabilities  assumed in this  agreement  by the  parties  hereto  shall be
      binding upon their  respective  successors  and assigns.  Neither party to
      this  agreement  shall assign its interest in this  agreement  without the
      prior written  consent of the other party hereto,  which consent shall not
      be unreasonably withheld.

20.   Spencer Clarke shall have the right to place  advertisements  in financial
      and other  newspapers and journals  describing its services to the Company
      hereunder,  with  the  Company's  prior  approval  of  the  advertisements
      contemplated.

21.   This agreement may not be amended or modified  except in writing and shall
      be deemed to have been made and delivered in New York and both this letter
      and the transactions contemplated hereby shall be governed as to validity,
      interpretation,  construction,  effect  and in all other  respects  by the
      internal  laws of the State of New York.  Each of  Spencer  Clarke and the
      Company (1) agrees that any legal suit,  action or proceeding  arising out
      of or relating to this letter and/or the transactions contemplated hereby,
      including,  without limitation,  any such legal suit, action or proceeding
      against  any  present  or former  officer,  employee  or agent of  Spencer
      Clarke,  each of whom is intended to be a third-party  beneficiary  of the
      agreement contained in this paragraph,  shall be instituted exclusively in
      New York  Supreme  Court,  County of New  York,  or in the  United  States
      District  Court for the  Southern  District  of New York,  (2)  waives any
      objection  which it may have or  hereafter  to the venue of any such suit,
      action or proceeding,  and (3) irrevocably consents to the jurisdiction of
      the New York  Supreme  Court,  County of New York,  and the United  States
      District  Court for the  Southern  District  of New York in any such suit,
      action or  proceeding.  Each of  Spencer  Clarke and the  Company  further
      agrees to accept and acknowledge  service of any and all process which may
      be served in any such suit,  action or  proceeding in the New York Supreme
      Court,  County of New York, or in the United States District Court for the
      Southern  District of New York and agrees that service of process upon the
      Company mailed by certified mail to the Company's  address shall be deemed
      in every  respect  effective  service of process upon the Company,  in any
      such suit,  action or  proceeding,  and  service of process  upon  Spencer
      Clarke  mailed by  certified  mail to Spencer  Clarke's  address  shall be
      deemed in every respect  effective service process upon Spencer Clarke, in
      any such suit, action or proceeding.

If the terms of our engagement as set forth in this letter are  satisfactory  to
you,  kindly  sign  and  date  four  copies  of this  letter  and  the  attached
indemnification agreement and return them to the undersigned.  If this agreement
is not executed by both parties within 10 days of the date hereof it shall cease
to be a valid  offer by  Spencer  Clarke to act as the  non-exclusive  placement
agent to the Company and it shall be deemed withdrawn.

Very truly yours,
                                     SPENCER CLARKE LLC


                                     By:________________________________________
                                        Name:  Reid H. Drescher
                                        Title: President and CEO


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RG America, Inc.
January 10, 2005
Page 7

ACCEPTED AND AGREED TO: as of ________, 2005

RG America, Inc.

By:__________________________________
   Name:  John E. Rea
   Title: Chief Executive Officer


<PAGE>

Spencer Clarke LLC
505 Park Avenue
New York, NY 10022


Gentlemen:

This letter will confirm that we have engaged  Spencer  Clarke LLC to advise and
assist us in  connection  with the matters  referred to in our letter  agreement
dated  January 10, 2005 (the  "Engagement  Letter").  In  consideration  of your
agreement  to act on our behalf in  connection  with such  matters,  we agree to
indemnify and hold harmless you and your affiliates and you and their respective
officers,  directors,  employees  and  agents  and each  other  person,  if any,
controlling  you or any of your affiliates (you and each such other person being
an  "Indemnified  Person")  from and  against  any  losses,  claims,  damages or
liabilities related to, arising out of or in connection with the engagement (the
"Engagement")  under the Engagement  Letter, and will reimburse each Indemnified
Person for all expenses (including  reasonable fees and expenses for counsel) as
they are  incurred in  connection  with  investigating,  preparing,  pursuing or
defending any action,  claim,  suit,  investigation  or  proceeding  related to,
arising out of or in connection with the  Engagement,  whether or not pending or
threatened and whether or not any  Indemnified  Person is a party.  We will not,
however,  be responsible  for any losses,  claims,  damages or  liabilities  (or
expenses  relating  thereto)  that are  finally  judicially  determined  to have
resulted from the bad faith or gross  negligence of any Indemnified  Person.  We
also agree that no Indemnified  Person shall have any liability  (whether direct
or indirect,  in contract or tort or otherwise) to us for or in connection  with
the  Engagement  except for any such  liability for losses,  claims,  damages or
liabilities  incurred  by us that  are  finally  judicially  determined  to have
resulted from the bad faith or gross negligence of such Indemnified Person.

We will not, without your prior written consent, settle, compromise,  consent to
the entry of any judgment in or otherwise  seek to terminate any action,  claim,
suit or proceeding in respect of which  indemnification  may be sought hereunder
(whether  or  not  any  Indemnified  Person  is a  party  thereto)  unless  such
settlement,  compromise,  consent  or  termination  includes  a release  of each
Indemnified Person from any liabilities arising out of such action,  claim, suit
or proceeding.  No Indemnified Person seeking indemnification,  reimbursement or
contribution  under this  agreement  will,  without our prior  written  consent,
settle, compromise, consent to the entry of any judgment in or otherwise seek to
terminate any action,  claim, suit,  investigation or proceeding  referred to in
the preceding paragraph.

If the indemnification  provided for in the first paragraph of this agreement is
judicially determined to be unavailable (other than in accordance with the third
sentence of the first paragraph  hereof) to an Indemnified  Person in respect of
any losses,  claims, damages or liabilities referred to herein, then, in lieu of
indemnifying  such  Indemnified  Person  hereunder,  we shall  contribute to the
amount paid or payable by such  Indemnified  Person as a result of such  losses,
claims,  damages or  liabilities  (and  expense  relating  thereto)  (i) in such
proportion as is appropriate to reflect the relative benefits to you, on the one
hand,  and us, on the other hand, of the  Engagement  or (ii) if the  allocation
provided  by  clause  (i)  above  is not  available,  in such  proportion  as is
appropriate to reflect not only the relative benefits referred to in such clause
(i) but also the  relative  fault  of each of you and us,  as well as any  other
relevant equitable  considerations;  provided,  however,  in no event shall your
aggregate contribution to the amount paid or payable exceed the aggregate amount
of the cash fees actually received by you under the Engagement  Letter.  For the
purposes  of  this  agreement,  the  relative  benefits  to us  and  you  of the
Engagement  shall be deemed to be in the same  proportion as (a) the total value
paid or contemplated to be paid or received or contemplated to be received by us
or our shareholders, as the case may be, in the transaction or transactions that
are the  subject  of the  Engagement,  whether  or not any such  transaction  is
consummated,  bears  to (b) the cash  fees  paid to you in  connection  with the
Transaction.


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Spencer Clarke LLC
January 10, 2005
Page 2

The  provisions  of  this  agreement  shall  apply  to the  Engagement  and  any
modification thereof and shall remain in full force and effect regardless of any
termination or the completion of your services under the Engagement Letter.


This agreement and the  Engagement  Letter shall be governed by and construed in
accordance  with the  laws of the  State of New  York  applicable  to  contracts
executed and to be performed in that state.

                                     Very truly yours,

                                     RG AMERICA , INC.


                                     By:___________________________________
                                        Name:  John E. Rea
                                        Title: Chief Executive Officer



ACCEPTED AND AGREED TO as of February 1, 2005.

SPENCER CLARKE LLC



By:_________________________________________
   Name:  Reid H. Drescher
   Title: President and CEO