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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
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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
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Name: Xxxxxx X. Xxxxxx
Title: President
