Exhibit 1Exchange and Amendment of Notes • May 30th, 2003 • 24/7 Real Media Inc • Services-advertising • New York
RE: Exchange And Amendment of Notes; Certain Other MattersExchange and Amendment of Notes • June 12th, 2003 • 24/7 Real Media Inc • Services-advertising • New York
We refer to (i) that certain Agreement And Plan Of Merger, dated as of October 30, 2001 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 24/7 Media, Inc., a Delaware corporation (“Parent”), Real Media, Inc., a Delaware corporation (the “Company”), PubliGroupe USA Holding, Inc., a Delaware corporation (“Publigroupe”), and Continuum Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); (ii) that certain unsecured promissory note, dated October 30, 2001, in the principal amount of $4,500,000 issued by the Company in favor of Publigroupe and guaranteed by Parent pursuant to the Parent Guarantee (as defined) (the “First Note”); (iii) that certain unsecured promissory note, dated January 9, 2002, in the principal amount of $1,500,000 issued by Parent to Publigroupe (the “Second Note”); (iv) that certain unsecured promissory note, dated May 14, 2002, in the principal amount of $1,500,000 issued
