March 13,
2007
Trinity Investment,
G.P.
c/o Cagan McAfee Capital
Partners, LLC
10600 N. De Anza Blvd.,
Suite 250
Cupertino, CA
95014
Attention: Laird Q.
Cagan
Re:
TWL
Corporation
Dear
Sir/Madam:
Reference is hereby made
to that certain Securities Purchase Agreement (the
“Agreement”), dated March 31, 2006, by and among TWL
Corporation (the “Company”) and Palisades Master Fund
LP (“Palisades”), the 15% Senior Secured Convertible
Debenture due March 31, 2010 (the “Debenture”) issued
by the Company to Palisades, the Registration Rights Agreement
dated March 31, 2006 entered into by and among the Company and
Palisades (the “RR Agreement”), and such other
Transaction Documents (as defined in the Agreement) entered into in
connection with the Agreement (collectively the “Financing
Documents”). Furthermore, reference is hereby made to a
certain Stock and Debenture Transfer Agreement dated February 13,
2007 entered into by and among Palisades, Laird Q. Cagan
(“Cagan”) and the Company, and to a certain Stock and
Debenture Transfer Agreement dated February 28, 2007 entered into
by and among Cagan, Trinity Investment, G.P. (“TIGP”)
and the Company, pursuant to the terms of which the Financing
Documents and those certain letter agreements dated July 27, 2006
and July 31, 2006 entered in by and between the Company and PEF
Advisors on behalf of Palisades were ultimately transferred and
assigned to TIGP. All capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Debenture,
the RR Agreement and/or the Agreement.
The Company is currently
contemplating entering into a Purchase Agreement (the
“SPA”) and related financing documents with certain
accredited investors (the “Investors”) purs
