EXHIBIT 2.02
November 3, 1997
THINK New Ideas, Inc.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, President
Dear Gentlemen:
Reference is made to a certain Agreement and Plan of Merger dated as of November
3, 1997 by and among THINK New Ideas, Inc., BBG New Media, Inc. (the "Company")
and Xxxxxx XxXxxxxxx and Xxxxxx Xxxxxxxxx, as sole stockholders of the Company
(the "Merger Agreement").
Pursuant to Section 1.2 of the Merger Agreement, it is hereby agreed by the
parties that Base Sales, as used therein, shall consist of revenues of the
Company derived from its interactive media services, traditional digital imaging
services and courier services for the period from July 1, 1996 through June 30,
1997.
Revenue shall be defined as follows: Amounts receivable from clients, exclusive
of sales related taxes, in respect of advertising placed, production work and
fees. Revenue in respect of advertising placed is recognized on firm commitment
of media time. Revenue in respect of production work is recognized on the basis
of percentage of completion of the work based on estimate of time to complete.
Revenue in respect of fees is recognized over the period of the related client
assignment.
It is further agreed by the parties that Base Sales for such period are
$4,540,000 for purposes of this letter Agreement and the Merger Agreement.
Sincerely,
BBG New Media, Inc.
By: /s/ Xxxxxx XxXxxxxxx
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Xxxxxx XxXxxxxxx, Stockholder
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Stockholder
Acknowledged & Agreed:
THINK New Ideas, Inc.
By: /s/ Xxxxxx Xxxxx
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