<Letterhead of Parsons Behle & Latimer appears here>
201 South Main Street Scott Carpenter
Suite 1800 Attorney at Law
Salt Lake City, Utah
84111-2218
Post Office Box 45898
Salt Lake City, Utah
84145-0898
Telephone 801-532-1234
Facsimile 801-536-8111
April 21, 1999
VIA FACSIMILE
Ms. Tajunnisah Owesh
Ohoud F. Sharbatly
Khaled A. Almubarak
Mohammad A. Al-Quaiz
Abdulaziz A. Kamel (Urban)
Yasser M. Zaidan
Urban Development Est.
Gibraltor Worldwide, Inc.
Abdulwahhab A. Abdulwasea
c/o SCOTT KOCH
CARDINAL CAPITAL MANAGEMENT, INC.
3340 Peachtree Rd. N.E., Suite 620
Atlanta, Georgia 30326
Re: WordCruncher Series A Preferred Stock Purchase Agreement
Dear Mr. Koch:
We have been retained by WordCruncher Internet Technologies, Inc.
(the "Company") to assist it in the preparation and filing of the
registration statement contemplated by the Series A Preferred Stock
Purchase Agreement dated February 8, 1999 by and among the Company and
certain investors (the "Agreement"). The Company has made substantial
progress towards the filing of the registration statement, and I will
send you a draft copy for your review in the next few days. I would
appreciate it if you would review the draft carefully to make sure the
descriptions of the persons who acquired the Series A Preferred Stock
(the "Stockholders") and the description of the terms of the Agreement,
the Series A Preferred Stock and the warrants the Stockholders acquired
in connection with their Series A Preferred Stock reflect the
Stockholders' understanding of those items.
In particular, we would like the Stockholders to confirm the
description of the Agreement and the fact that, after their acquisition
of the 6,300 shares of the Series A Preferred Stock in February and
March, the Company has no obligation to sell additional shares of the
Series A Preferred Stock to the Stockholders, and the Stockholders have
no further obligation to buy additional shares of Series A Preferred
Stock from the Company. Essentially, we are asking the Stockholders to
confirm that their investment in the Series A Preferred Stock under the
terms of the Agreement is complete. Since the Agreement speaks in terms
of the Stockholders' ability to acquire up to 15,000 shares of Series A
Preferred Stock and the Company's obligation to sell up to that number of
shares, I want to make sure all of the parties agree that the Company's
offering of the Series A Preferred Stock under the Agreement is complete.
I would appreciate it if each of the Stockholders would execute this
letter in the spaces provided below to confirm their agreement to the
foregoing.
These signatures will be deemed to amend the Agreement as
contemplated herein and evidence their willingness to execute any
additional instruments which may be reasonably necessary to effect these
amendments.
If you have any questions regarding this matter, please feel free to
call me or Michael J. Ziouras, another attorney with the firm, at the
number listed above or you may call Ken Bell at the Company number (801)
816-9904.
Sincerely,
/s/ Scott R. Carpenter
Scott R. Carpenter
SERIES A PREFERRED STOCKHOLDERS
/s/ Tajunnisah Owesh
-----------------------------
Ms. Tajunnisah Owesh
Dated: 5/27/99
/s/ Ohoud F. Sharbatly
-----------------------------
Ohoud F. Sharbatly
Dated: 5/20/99
/s/ Khaled A. Almubarak
-----------------------------
Khaled A. Almubarak
Dated: April 21, 1999
Mohammad A. Al-Quaiz
-----------------------------
Mohammad A. Al-Quaiz
Dated: 5-22-99
/s/ Abdulwahhab A. Abdulwasea
------------------------------
Abdulwahhab A. Abdulwasea
Dated: 5/22/99
/s/ Yasser M. Zaidan
------------------------------
Yasser M. Zaidan
Dated: 5/20/99
Urban Development Est.
By: /s/ Abdulaziz A. Kamel
-----------------------------
Its:
Dated:
Gibraltor Worldwide, Inc.
By: /s/Tariqdahlawi
----------------------------
Its: Director
Dated: May 22, 1999