<PAGE> 1
EXHIBIT 10.11
September 9, 1998
Mr. Thomas E. Moore
10 Lynn Road
Englewood, Colorado 80110
Re: Directors of KaStar Satellite Communications Corp.
Dear Tom:
This letter is being delivered by the undersigned in connection with
the letter agreement of even date between KaStar Satellite Communications Corp.
(the "Company") and Thomas E. Moore ("Moore").
For so long as Moore is an employee of the Company, the undersigned
will cause all of the shares it beneficially owns, holds of record or otherwise
controls to be voted to elect and continue in office a board of directors of the
Company which includes at all such times one director designated by Moore, which
designation will be indicated by written notice signed by Moore and delivered
personally, by mail or fax to the undersigned as follows:
c/o David M. Drucker
KaStar Satellite Communications Corp.
2701 Alcott, Suite 486
Denver, Colorado 80211
Facsimile: (303) 670-5103
The undersigned acknowledges that monetary damages for breach of this letter
agreement will be difficult to ascertain and that Moore will be irreparably
damaged by any breach of this letter, so Moore will be entitled to injunctive
relief against the undersigned with respect to any breach, in addition to any
damages that may be awarded.
<PAGE> 2
Mr. Thomas E. Moore
September 9, 1998
Page 2
The undersigned confirms that it is the legal and beneficial owner of
930 outstanding shares of the Company's common stock. In connection with any
direct or indirect transfer of its common stock in the Company, the undersigned
will require the transferee to continue to be bound by this letter.
Sincerely,
TELEVERDE COMMUNICATIONS, L.P.
By: Televerde Communications Corp.,
general partner
By: /s/ David M. Drucker
---------------------------------
David M. Drucker, President
