EXHIBIT 10.35
International Digital Investors, Inc.
January 15, 1997
Page 1
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INTERNATIONAL DIGITAL INVESTORS, L.P.
000 XXXXXXXX XXXXXX, XXXXX 0000
XXXXX, XXXXXXX 00000
January 15, 1997
STYLES ON VIDEO, INC.
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Gentlemen:
Reference is hereby made to that certain Securities Exchange Agreement
dated January 15, 1997 between Styles on Video, Inc. ("SOV"), a Delaware
corporation, and International Digital Investors, L.P. ("IDI"), a Delaware
limited partnership, pursuant to which SOV agreed to exchange 2,943,605 shares
(the "Initial Shares") of its common stock, par value $.001 per share (the
"Common Stock"), for the Series A Warrant held by IDI representing the right to
acquire 3,914,882 shares of Common Stock, and to exchange 1,403,882 shares (the
"Remaining Shares") of Common Stock for such portion of the Series B Warrant
held by IDI equal to the right to acquire 1,867,029 shares of Common Stock.
Reference is further made to the fact that certain holders of SOV warrants (the
"Qualified Warrants"), including IDI, may be entitled to exchange such Qualified
Warrants for a pro rata portion of the Remaining Shares.
It is our understanding that SOV intends to seek, and expects to receive,
timely shareholder approval to increase the number of authorized but unissued
shares of Common Stock to such number equal to or in excess of the number of
shares of Common Stock underlying SOV's currently outstanding warrants. The
execution of this Letter Agreement will serve as the acknowledgment by the
undersigned that in the event any holders of Qualified Warrants wish to exercise
such warrants in such amounts as would exceed the number of authorized and
unissued shares of Common Stock, IDI shall return to SOV such percentage of the
Remaining Shares equal to the quotient of (x) the number of Qualified Warrants
exercised divided by (y) the total number of Qualified Warrants.
This letter may be executed in one or more counterparts.
International Digital Investors, Inc.
January 15, 1997
Page 2
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Please indicate your agreement and consent to the foregoing by signing the
enclosed copy of this letter where indicated below and return the same to the
attention of the undersigned on behalf of IDI.
Sincerely,
INTERNATIONAL DIGITAL INVESTORS, L.P.
By:_____________________________________
AGREED TO and ACCEPTED this
____ day of January 1997.
STYLES ON VIDEO, INC.
By:__________________________________
