September 8, 1997 Confidential 2Way Media, Inc. 1632 Fifth Street Santa Monica, CA 90401 Attn: Mr. Robert Roback Mr. Dave Goldberg Gentlemen: Reference is hereby made to that certain Financial Advisory Services Letter Agreement, dated September 8,...

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                                                              EXHIBIT 10.20




                   [XXXXX & COMPANY INCORPORATED LETTERHEAD]


                               September 8, 1997

Confidential

2Way Media, Inc.
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000

Attn:  Xx. Xxxxxx Xxxxxx
       Mr. Xxxx Xxxxxxxx

Gentlemen:

     Reference is xxxxxx made to that certain Financial Advisory Services 
Letter Agreement, dated September 8, 1997, by and between 2Way Media, Inc. (the 
"Company") and Xxxxx & Company Incorporated (the "Letter Agreement"), pursuant 
to which the Company has engaged Xxxxx & Company Incorporated ("Xxxxx") to act 
as its exclusive financial advisor on the terms set forth therein.

     This letter shall confirm the agreement of the appointment by the Company 
of Xxxxx, and the agreement of Xxxxx to act, as its exclusive financial advisor 
in connection with the Company's offering of its Series D Preferred Stock (the 
"Offering"). In connection therewith, Xxxxx xxxxxx agrees to assist the Company 
in identifying qualified subscribers for the Offering on a "best efforts" basis.

     The Offering shall constitute a "Transaction" under the Letter Agreement 
and all terms and provisions of the Letter Agreement are incorporated herein 
with regard to the Offering.

     In connection with the Offering, the Company shall pay to Xxxxx, at the 
closing of the Offering, a fee equal to 3% of the gross proceeds raised in the 
Offering (exclusive of gross proceeds raised in the Offering through the 
purchase of Series D Preferred Stock by currently existing shareholders of the 
Company and exclusive of proceeds raised by the conversion by Digital Ventures 
Limited of its currently outstanding bridge loan, pursuant to its terms), and 
shall reimburse Xxxxx for its out-of-

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2Way Media, Inc.
September 8, 1997
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pocket expenses as provided in Paragraph 3 of the Letter Agreement.

     The terms and conditions of the engagement of Xxxxx hereunder with respect 
to the Offering shall be more fully set out in a placement agency agreement to 
be executed by Xxxxx and the Company prior to the consummation of the Offering.

     We look forward to working together on this matter.

                                   Very truly yours,

                              XXXXX & COMPANY INCORPORATED

                              By:  /s/ XXXXXXX X. XXXXXX
                                 -------------------------------
                                 Name:  Xxxxxxx X. Xxxxxx
                                 Title: Exec VP


Accepted and Agreed to as of
the date first above written:

2WAY MEDIA, INC.

By:  /s/ XXXXXX X. XXXXXX
   -----------------------------
   Name:  Xxxxxx X. Xxxxxx
   Title: President