0000912057-01-525630 Sample Contracts

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General Magic Inc • July 27th, 2001 • Services-prepackaged software • New York

The purpose of this letter agreement (the "Agreement") is to set forth the terms and conditions pursuant to which Ladenburg Thalmann & Co. Inc. ("LTCO") shall serve as non-exclusive placement agent in connection with the proposed offering of equity or equity-linked securities (the "Securities") of General Magic, Inc. (the "Company") pursuant to a shelf registration statement or pursuant to a private placement (the "Offering"). The gross proceeds from the Offering will be up to $15,000,000. All references to dollars shall be to U.S. dollars. The terms of such Offering and the Securities shall be as agreed to between the Company and the purchasers thereof. The Company may accept or reject any or all offers to purchase the Securities, in whole or in part, in its sole discretion.

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