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EXHIBIT 5
New Technology Holdings Inc.
550 Madison Avenue
New York, New York 10022
August 22, 2000
eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, Connecticut 06492
Attn: Brad Greenspan
Gentlemen:
This letter ("Letter of Intent") will confirm the intentions of New Technology
Holdings Inc., a subsidiary of Sony Music Entertainment Inc. ("NTH"), and
eUniverse, Inc. ("EUNI"), with respect to, among other things, a secured loan
from NTH to EUNI in the amount of $3,155,670, and the completion of such other
agreements as are set forth in this Letter of Intent (the "Transactions"). It
is understood that the terms of this Letter of Intent set forth the binding
obligations of NTH and EUNI with respect to the matters described herein;
provided, however, that in the event the Transactions are not consummated on or
before August 28, 2000, any obligations under this Letter of Intent will
terminate, unless otherwise agreed by the parties. Notwithstanding any other
provision of this Letter of Intent, EUNI acknowledges that NTH shall have no
obligations to consummate the Transactions or any element thereof if, in
completing its financial, legal, technical and corporate "due diligence"
investigations of EUNI and its operations, it shall not have received reports
satisfactory to NTH from accountants, legal advisors, technical advisors and
corporate staff of NTH with respect thereto.
1. Closing The closing of the Transactions (the "Closing") will take place at
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such date (the "Closing Date") and in such place as the parties mutually
determine (except that the Closing Date will not be more than thirty (30) days
after the date hereof without NTH's approval).
2. Loan
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(a) Upon the terms and subject to the conditions of this Letter of Intent and
the definitive agreements relating thereto, NTH agrees to make loans to EUNI in
the aggregate amount of $3,155,670 (the "Loans"), of which $2,155,670 will be
payable to EUNI on the Closing Date and of which $1,000,000 will be payable to
EUNI on October 1, 2000 (the "Second Funding Date"). The Loans and EUNI's
obligation to repay the Loans with interest shall be evidenced by a secured
promissory note (the "Note").
(b) Unless an Event of Default (as defined below) is continuing, the Loans
shall bear interest on the outstanding principal amount thereof at a rate per
annum equal to the rate
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reported in the Wall Street Journal as the prime rate for major banks ("Prime")
plus 2%. During an Event of Default, each Loan and, to the maximum extent
permitted by applicable law, each other amount due and payable under the Note
shall bear interest at a rate per annum equal to Prime plus 4% (the "Default
Rate").
(c) The Note shall be entitled to the benefit of a security agreement between
NTH and EUNI (the "Security Agreement"), pursuant to which NTH shall be granted
a first priority security interest in substantially all of the assets (including
intangible assets and intellectual property rights) of EUNI. The Note shall be
subject to the terms and conditions of the Security Agreement.
(d) The outstanding principal amount and interest accrued on the Note shall be
payable on demand; provided, however, that unless there has been an Event of
Default, NTH agrees not to make such a demand prior to the six-month anniversary
of the Closing Date; provided, further, that NTH provides EUNI with ten days'
prior written notice of such demand.
(e) Pursuant to the terms to be set forth in the amended and restated Subscriber
Acquisition Agreement between NTH and EUNI (the "New Subscriber Acquisition
Agreement"), which is more fully described below, NTH will agree to pay to EUNI
$1.00 per subscriber name EUNI delivers to NTH for its Infobeat and Emazing
services in accordance with the New Subscriber Acquisition Agreement. In that
connection, during the term of the Note, NTH will have the right, but not the
obligation, to deduct from all amounts owed to EUNI under the New Subscriber
Acquisition Agreement the amount of $0.35 per subscriber delivered to NTH, and
apply such $0.35 per subscriber to the outstanding principal amount or interest
under the Note. NTH will also have the right to deduct from all amounts owed to
EUNI under the New Subscriber Acquisition Agreement an additional $0.20 per
subscriber delivered to NTH as consideration for marketing and consulting
services provided to EUNI (as more fully described below).
(f) The following events shall each be an "Event of Default" under the Note: (i)
bankruptcy or insolvency of EUNI; (ii) EUNI's failure to pay the outstanding
principal amount and accrued interest thereon due under the Note on the date the
same becomes due and payable, or its failure to pay such other amounts due under
the Note after the same becomes due and payable; (iii) breach of any covenant or
agreement contained in the Note or any other definitive agreement; (iv) a
default of the obligations of EUNI with respect to any other indebtedness or
other contractual obligation of EUNI which has or may have a material adverse
effect on the results of operations, condition (financial or otherwise),
business, assets or liabilities of EUNI, taken as a whole and (v) any event of
default under the Security Agreement. Effective upon an Event of Default, the
interest rate on the Note will increase by the Default Rate. Notwithstanding the
foregoing, NTH may, at its option, in the case of subsection (ii) above and for
so long as an Event of Default is continuing, accept the delivery by EUNI of
additional subscriber names at no charge to NTH whatsoever toward repayment of
the outstanding principal amount and accrued interest thereon. In such event,
NTH will deduct $0.35 per subscriber name delivered to NTH from the outstanding
principal amount or accrued interest thereon.
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NTH, in its sole discretion, may determine to discontinue the foregoing
arrangement on the date that is five days after delivery to EUNI of a written
notice to that effect.
(g) EUNI agrees that the net cash proceeds loaned to it pursuant to the Note
are to be used for working capital purposes, except that a portion of the net
cash proceeds, simultaneously with the consummation of the Transactions, shall
be applied to the repayment of all amounts then outstanding with respect to
notes issued by EUNI in favor of third parties which notes are required to be
repaid in the event of a financing.
3. Warrants to Purchase Common Stock
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A. Warrant to Purchase 400,000 shares of Common Stock
(a) NTH shall be entitled to subscribe for and purchase 400,000 shares of
common stock, par value $.001 per share (the "Common Stock"), of EUNI, upon the
terms and subject to the conditions of a warrant in favor of NTH by EUNI, dated
the Closing Date (the "A Warrant"). Of the A Warrant, 200,000 shares shall be
purchasable at an exercise price of $5.00 per share and an additional 200,000
shares shall be purchasable at an exercise price of $6.00 per share. All of such
shares of Common Stock shall be purchasable by NTH at any time or from time to
time after the Closing Date and up to and including 5:00 p.m. (local time) on
the fourth anniversary of the Closing Date.
(b) The A Warrant will provide (i) "full ratchet" anti-dilution protection for
the exercise price and the number of shares of Common Stock underlying the A
Warrant in connection with mergers, reorganizations, consolidations, stock
splits, stock dividends, combinations, recapitalizations, reclassifications,
certain distributions of cash, securities or property, and sales of stock for a
price below the exercise price of the A Warrant or other similar events (each a
"Dilution Event") that occur at any time prior to the six month anniversary of
the Closing Date, and (ii) "weighted average" anti-dilution protection in
connection with any Dilution Event that occurs after the six month anniversary
of the Closing Date.
B. Warrant to Purchase 701,260 shares of Common Stock
(a) NTH will be entitled to subscribe for and purchase 701,260 shares of Common
Stock, upon the terms and subject to the conditions of a warrant in favor of NTH
by EUNI, dated the Closing Date (the "B Warrant"). All of such shares of Common
Stock underlying the B Warrant shall be purchasable by NTH at $4.50 per share at
any time or from time to time after the Closing Date and up to and including
5:00 p.m. (local time) on the fourth anniversary of the Closing Date.
(b) The B Warrant will provide (i) "full ratchet" anti-dilution protection for
the exercise price and the number of shares of Common Stock underlying the B
Warrant in connection with a Dilution Event that occurs at any time prior to the
six month anniversary of the Closing Date, and (ii) "weighted average" anti-
dilution protection in
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connection with any Dilution Event that occurs after the six month anniversary
of the Closing Date.
NTH and EUNI agree that NTH shall be granted registration rights with respect to
the shares of Common Stock underlying the A Warrant and the B Warrant (the
"Registrable Securities"). Upon notice from NTH, which notice NTH agrees will
not be delivered prior to the six-month anniversary of the Closing Date, EUNI
shall be required to file a registration statement under the Securities Act of
1933 (the "Act") covering the registration of the Registrable Securities having
an aggregate offering price to the public of not less than $1,000,000. EUNI
will not be required to effect more than four such registrations of Registrable
Securities. In addition, EUNI shall be required to provide notice to NTH prior
to the filing of any registration statement under the Act for purposes of a
public offering of securities of EUNI so that NTH may include in any such
registration statement all or any part of the Registrable Securities held by it
on a basis which shall be no less than pari passu with any other holder of
registration rights.
4. Additional Rights to Purchase Common Stock
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A. Right to Purchase 650,000 shares of Common Stock
(a) Pursuant to the terms set forth in that certain Stock Option Agreement,
dated as of January 26, 2000, as amended through the date hereof, between EUNI
and Charles Beilman ("Beilman") (the "Option Agreement"), EUNI has the right to
purchase from Beilman up to 2,325,000 shares (the "Beilman Shares") of Common
Stock at an exercise price of (i) $1.675 per share if all or any portion of such
shares are purchased by EUNI on or before September 1, 2000 and (ii) $1.85 per
share if the balance or any portion of such shares are purchased by EUNI
thereafter and prior to November 1, 2000. At any time prior to October 29, 2000,
NTH may deliver a notice (the "Option Notice") to EUNI of its requirement that
EUNI exercise its right to purchase up to 650,000 of the Beilman Shares under
the Option Agreement. The Option Notice will set forth how many of such Beilman
Shares (the "Purchase Shares") EUNI must purchase pursuant to the terms of the
Option Agreement. Within two business days of delivery of the Option Notice,
EUNI hereby agrees to purchase, in accordance with the terms of the Option
Agreement, the Purchase Shares. In connection therewith, if EUNI so requests,
NTH agrees to lend to EUNI an amount equal to the purchase price for the
Purchase Shares (the "Option Loan"), which amount shall be used by EUNI for the
sole purpose of purchasing the Purchase Shares from Beilman.
(b) The Option Loan and EUNI's obligation to repay the Option Loan with
interest shall be evidenced by a secured promissory note (the "Option Note") in
form and substance substantially similar to the Note described above.
(c) The outstanding principal amount and interest accrued on the Option Note
shall be payable on demand; provided, however, that unless there has been an
Event of Default, NTH agrees not to make such a demand prior to the six-month
anniversary of the
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issuance of the Option Note. However, upon NTH's notice to EUNI that it intends
to exercise the Option Warrant (described below), NTH may, in its sole
discretion, pay the NTH Exercise Price (as defined below) (i) in cash or (ii) by
forgiving the outstanding principal amount of the Option Loan in the event the
Option Loan is outstanding on the date thereof. In the latter case, EUNI shall
be obligated to pay to NTH interest accrued thereon through the date of such
exercise.
(d) In consideration of the Option Loan, EUNI shall issue to NTH a warrant (the
"Option Warrant") to purchase up to 650,000 shares of Common Stock at an
exercise price of $1.675 (if the Option Warrant is exercised on or before
September 1, 2000) or $1.85 per share (if the Option Warrant is exercised after
September 1, 2000) (the "NTH Exercise Price"), which shall be exercisable by NTH
at any time or from time to time after the issuance of the Option Warrant and up
to and including 5:00 p.m. (local time) on the second anniversary of the
issuance of the Option Warrant.
(e) The Option Warrant will provide customary price protection and standard
weighted average anti-dilution protection for the shares of Common Stock
underlying the Option Warrant and for the exercise price in connection with
mergers, reorganizations, consolidations, stock splits, stock dividends,
combinations, recapitalizations, reclassifications, certain distributions of
cash, securities or property and sales of stock for a price below the exercise
price of the Option Warrant or other similar events.
(f) NTH and EUNI agree that NTH shall be granted registration rights with
respect to the shares of Common Stock underlying the Option Warrant, which
rights shall be no less favorable than the registration rights that EUNI has
granted or agreed to grant to VP LLC (as defined below), in substantially the
form attached hereto as Schedule 1.
B. Right to Purchase shares of Common Stock not Purchased by VP LLC
(a) Pursuant to the terms set forth in (i) that certain Option to Purchase
Agreement between EUNI and VideoGame Partners, LLC ("VP LLC"), made as of June
30, 2000 and (ii) that certain Option to Purchase Agreement between EUNI and VP
LLC, made as of July 26, 2000 (collectively, the "VP Agreements"), VP LLC has
the right to purchase certain shares of Common Stock (the "VP Shares") at an
exercise price of $1.675 per share on or before August 31, 2000. In connection
therewith, NTH and EUNI agree that if any of the VP Shares are not purchased by
VP LLC pursuant to the VP Agreements prior to August 31, 2000 (the "Balance
Shares"), EUNI will, if NTH delivers a notice to EUNI (the "VP Notice"),
exercise its right under the Option Agreement to purchase from Beilman 300,000
Beilman Shares, or, if there are less than 300,000 Balance Shares, such lesser
number of Beilman Shares (the "VP Option Shares"), in accordance with the terms
of the Option Agreement. If EUNI so requests, NTH agrees to lend to EUNI an
amount equal to the purchase price for the VP Option Shares (the "VP Loan"),
which amount shall be used by EUNI for the sole purpose of purchasing the VP
Option Shares.
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(b) The VP Loan and EUNI's obligation to repay the VP Loan with interest shall
be evidenced by a secured promissory note (the "VP Note") in form and substance
substantially similar to the Note described above.
(c) The outstanding principal amount and interest accrued on the VP Note shall
be payable on demand; provided, however, that unless there has been an Event of
Default, NTH agrees not to make such a demand prior to the six-month anniversary
of the issuance of the VP Note. However, upon NTH's notice to EUNI that it
intends to exercise the VP Warrant (described below), NTH may, in its sole
discretion, pay the NTH Exercise Price (as defined below) (i) in cash or (ii) by
forgiving the outstanding principal amount of the VP Loan in the event the VP
Loan is outstanding on the date thereof. In the latter case, EUNI shall be
obligated to pay to NTH interest accrued through the date of such exercise.
(d) In consideration of the VP Loan, EUNI shall issue to NTH a warrant (the
"VP Warrant") to purchase that number of shares equal to the VP Option Shares at
an exercise price of $1.675 per share (the "NTH Exercise Price"), which shall be
exercisable by NTH at any time or from time to time after the issuance of the VP
Warrant and up to and including 5:00 p.m. (local time) on the second anniversary
of the issuance of the VP Warrant.
(e) The VP Warrant will provide customary price protection and standard
weighted average anti-dilution protection for the shares of Common Stock
underlying the VP Warrant and for the exercise price in connection with mergers,
reorganizations, consolidations, stock splits, stock dividends, combinations,
recapitalizations, reclassifications, certain distributions of cash, securities
or property and sales of stock for a price below the exercise price of the VP
Warrant or other similar events.
(f) NTH and EUNI agree that NTH shall be granted registration rights with
respect to the shares of Common Stock underlying the VP Warrant, which rights
shall be no less favorable than the registration rights that EUNI has granted or
agreed to grant to VP LLC, in substantially the form attached hereto as
Schedule 1.
5. Subscriber Acquisition Agreement
--------------------------------
In further consideration of the Loans provided by NTH, EUNI agrees to enter into
the New Subscriber Acquisition Agreement, which agreement will supercede and
preempt the Subscriber Acquisition Agreement between NTH and EUNI, dated as of
August 16, 2000. The term of the New Subscriber Acquisition Agreement shall be
five years, however, NTH shall have the right to terminate the New Subscriber
Acquisition Agreement upon ten days' advance written notice to EUNI. The New
Subscriber Acquisition Agreement shall provide that NTH will pay to EUNI $1.00
per subscriber name (the "Subscriber Fee") EUNI delivers to NTH for its Infobeat
and Emazing services in accordance with the Subscriber Acquisition Agreement.
During the term of the Note, NTH will have the right, but not the obligation, to
deduct from the Subscriber Fee and any other amounts owed to EUNI under the New
Subscriber Acquisition Agreement the
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amount of $0.35 per subscriber delivered to NTH, and to apply such $0.35 per
subscriber to payment of the outstanding principal amount or interest under the
Note. In addition, NTH and EUNI agree that NTH will deduct from the Subscriber
Fee and any other amounts owed to EUNI under the New Subscriber Acquisition
Agreement the amount of $0.20 per subscriber delivered to NTH in exchange for
EUNI receiving marketing and consulting services from NTH, the receipt of which
is hereby acknowledged.
6. Advertising Agreement
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In further consideration of the Loans provided by NTH, EUNI agrees to provide
NTH and any of its affiliates or the affiliates of Sony Music Entertainment
Inc., with advertising space (the "Advertising") on its website,
"euniverse.com," or any other web site operated and managed by EUNI (the "Web
Sites") at no additional charge. The Advertising shall consist of not less than
40 million "buttons" and 20 million "banners," each per month, for a period
commencing on the Closing Date and ending six months thereafter. NTH and such
affiliates shall have the right to resell the Advertising so long as such
transactions are not granted to third parties at a rate which is more favorable
than similar sales made by EUNI.
7. Conditions The intentions of the parties, and their obligations to complete
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the Transactions, are conditioned upon the satisfaction of the following
additional terms prior to Closing:
(a) The parties shall have negotiated, executed, and delivered such definitive
agreements as they mutually deem necessary to carry out the terms of this Letter
of Intent and effectuate the Transactions, such documents to be in form and
substance satisfactory to both parties and containing customary representations,
warranties, covenants and indemnities by the parties (subject to the specific
provisions of this Letter of Intent).
(b) NTH shall have completed a financial, legal, technical, and corporate "due
diligence" investigation of EUNI and its operations, and shall have received
(or, in its sole discretion, shall have waived in writing the receipt of)
reports satisfactory to NTH from its accountants, legal advisers, technical
advisors and its corporate staff with respect thereto. In this regard, EUNI will
afford NTH and its representatives during normal business hours full and free
access to EUNI's books and records, as well as all technical documents and
systems, so that NTH may have full opportunity to make such review, examination,
and audit as it deems necessary.
(c) The parties shall have obtained any required government or third party
approvals to the Transactions or any of them.
(d) THE DEFINITIVE AGREEMENTS IMPLEMENTING THIS LETTER OF INTENT ARE EXPRESSLY
SUBJECT TO THE WRITTEN APPROVAL OF THE SENIOR MANAGEMENT OF NTH AND SONY MUSIC
ENTERTAINMENT INC. AND OF THEIR RESPECTIVE BOARDS OF DIRECTORS.
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8. Representations and Warranties
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(a) NTH hereby represents and warrants that it has the right and power to enter
into and fully perform under this Letter of Intent; NTH shall at all times
indemnify and hold harmless EUNI from and against any claims, dangers, or
liabilities (including reasonable costs and expenses) arising out of any breach
of the representations and warranties specified in this paragraph 8(a).
(b) EUNI hereby represents and warrants that (i) it has the right and power to
enter into and fully perform under this Letter of Intent; and (ii) it will not,
prior to the expiration of the Non-Solicitation Period (as defined below), sell,
assign, or otherwise grant, to any person or entity any right or interest which
would adversely affect the rights granted to NTH hereunder (including without
limitation the disposition, impairment of the value, or encumbrance of any of
the assets of EUNI) without the prior written approval of NTH. EUNI shall at all
times indemnify and hold harmless NTH from and against any claims, dangers, or
liabilities (including reasonable costs and expenses) arising out of any breach
of the representations and warranties specified in this paragraph 8(b).
9. Non-Solicitation. The parties agree that commencing on the date hereof and
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ending two weeks after the Closing Date (the "Non-Solicitation Period"), EUNI
will not and will not authorize any officer, director or affiliate or any other
person on its behalf to, directly or indirectly, solicit, initiate, entertain or
encourage (including by way of furnishing information), any offer or proposal
from any party concerning a broader strategic relationship (a "Third Party
Proposal"); provided, however, that nothing in this paragraph 9 shall preclude
the board of directors of EUNI, pursuant to its fiduciary duties under
applicable law, from entering into, or causing its officers from entering into
negotiations with or furnishing information to a third party which has initiated
contact with it, from passing on to its shareholders information regarding a
Third Party Proposal or from otherwise fulfilling such fiduciary duties. EUNI
agrees to promptly notify NTH in writing of any such Third Party Proposal.
Furthermore, the parties agree that within 45 days after the expiration of the
Non-Solicitation Period (unless mutually extended by the parties), the parties
will commence good-faith negotiations with respect to entering into a broader
strategic relationship (such agreement(s) to be on reasonable financial terms
consistent with similar agreements between NTH and other parties); provided,
however, that EUNI is not restricted in soliciting, initiating, entertaining or
encouraging a Third Party Proposal during such 45-day period as long as such
Third Party Proposal is made by a venture capital firm, financial institution or
other similar type of institutional financial investor entity and is not (i)
strategic in nature, and (ii) an equity financing for the benefit of EUNI or its
shareholders in an amount equal to or greater than $5,000,000; provided,
further, that EUNI shall provide NTH with three days' prior written notice to
EUNI's response to such Third Party Proposal to afford NTH the opportunity to
match such Third Party Proposal.
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10. Publicity; Confidentiality All publicity relating to the Transactions
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shall be subject to the mutual approval of the parties and, except as otherwise
may be required by applicable law, no public announcement or disclosure of the
terms or existence of this Letter of Intent or the Transactions shall be made by
either party (or any of its affiliates or representatives) without the prior
written consent of the other. To the extent either party is required by
applicable law to disclose publicly or to make any public announcement of the
terms or existence of this Letter of Intent or the Transactions, such party
shall, to the extent possible within the applicable time constraints, give the
other party reasonable, actual prior notice of such disclosure and use best
efforts to agree with the other party on the form of such disclosure.
11. Fees and Expenses EUNI agrees that it will pay the costs and expenses of
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the parties (including legal and accounting fees) in connection with this Letter
of Intent and the Transactions. Neither party has incurred and neither party
will incur any liability for finder's, brokerage, agent's, advisory or similar
fees or commissions in connection with the Transactions.
12. Miscellaneous
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(a) The parties agree that, promptly after EUNI countersigns this Letter of
Intent, NTH will instruct its counsel to prepare the first draft of proposed
definitive written agreements for the Transactions, which EUNI acknowledges will
contain the terms described herein, and such representations and warranties, and
other terms as are customary for transactions of this type.
(b) All notices under this Letter of Intent shall be in writing and shall be
given by courier or other personal delivery or by registered or certified mail
at the appropriate address first listed above or at a substitute address
designated by notice by the party concerned. Each notice to NTH shall be
addressed for the attention of its President, a copy of each notice to NTH shall
be sent simultaneously to both the Sony Music Entertainment Inc. Senior Vice
President, Business Affairs & Administration, and the Sony Music Entertainment
Inc. Law Department for the attention of Sony's Senior Vice President and
General Counsel. Notices shall be deemed given when mailed or, if personally
delivered, when so delivered, except that a notice of change of address shall be
effective only from the date of its receipt.
(c) This Letter of Intent contains the entire understanding of the parties
relating to its subject matter. No change or termination of this Letter of
Intent shall be binding upon either party unless it is made by an instrument
signed by an authorized officer of such party. A waiver by either party of any
provision of this Letter of Intent in any instance shall not be deemed a waiver
of such provision, or any other provision hereof, as to any future instance or
occurrence. All remedies, rights, undertakings, and obligations contained in
this Letter of Intent shall be cumulative and none of them shall be in
limitation of any other remedy, right, undertaking, or obligation of either
party. The captions of the paragraphs in this Letter of Intent are included for
convenience only and shall not affect the interpretation of any provision.
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(d) NTH may assign NTH's rights under this Letter of Intent or any definitive
agreement in whole or in part to any of its affiliates or the affiliates of Sony
Music Entertainment Inc., and such rights may be similarly assigned by such
assignee. No such assignment shall relieve NTH of any of NTH's obligations
hereunder. EUNI shall not have the right to assign this Letter of Intent or any
definitive agreement without NTH's prior written consent. Any purported
assignment by either party in violation of this subparagraph 12(d) shall be
void.
(e) If any part of this Letter of Intent, or the application thereof to any
party, shall be adjudged by a court of competent jurisdiction to be invalid,
such judgment shall not affect the remainder of this Letter of Intent, which
shall continue in full force and effect, or the application of this Letter of
Intent to the remaining parties.
(f) The provisions of this Letter of Intent are not for the benefit of any
other person other than the parties hereto, and no third party shall obtain any
rights under this Letter of Intent or by reason of this Letter of Intent.
(g) THIS LETTER OF INTENT HAS BEEN ENTERED INTO IN THE STATE OF NEW YORK, AND
THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS LETTER OF INTENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED
INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK (WITHOUT GIVING EFFECT
TO ANY CONFLICT OF LAW PRINCIPLES UNDER NEW YORK LAW).
(h) This Letter of Intent may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute on
instrument.
If this Letter of Intent accurately reflects your intentions, please so confirm
by signing and returning the enclosed copies of this Letter of Intent.
Very truly yours,
NEW TECHNOLOGY HOLDINGS INC.,
a subsidiary of Sony Music
Entertainment Inc.
By: /s/ Mark Eisenberg
__________________________
ACCEPTED AND AGREED:
EUNIVERSE, INC
By: /s/ Brad Greenspan
___________________________
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New Technology Holdings Inc.
550 Madison Avenue
New York, New York 10022
August 28, 2000
eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, Connecticut 06492
Gentlemen:
Reference is made to the letter dated August 22, 2000 between New Technology
Holdings Inc. ("NTH"), a subsidiary of Sony Music Entertainment Inc., and
eUniverse, Inc. (the "Letter").
NTH hereby agrees that the reference made to August 28, 2000 in the first
paragraph of the Letter shall be amended to September 1, 2000, so that, the
binding obligations of NTH and eUniverse shall terminate on such later date,
unless otherwise agreed to by the parties. All other terms of the Letter will
remain in full force and effect.
Very truly yours,
NEW TECHNOLOGY HOLDINGS INC.
By: /s/ Mark Eisenberg
__________________
Accepted and Agreed:
EUNIVERSE, INC.
By: /s/ Brad Greenspan
__________________
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New Technology Holdings Inc.
550 Madison Avenue
New York, New York 10022
September 1, 2000
eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, Connecticut 06492
Gentlemen:
Reference is made to the letter dated August 22, 2000 between New Technology
Holdings Inc. ("NTH"), a subsidiary of Sony Music Entertainment Inc., and
eUniverse, Inc., as amended on August 28, 2000 (the "Letter").
NTH hereby agrees that the reference made to September 1, 2000 in the first
paragraph of the Letter shall be amended to September 6, 2000, so that, the
binding obligations of NTH and eUniverse shall terminate on such later date,
unless otherwise agreed to by the parties. All other terms of the Letter will
remain in full force and effect.
Very truly yours,
NEW TECHNOLOGY HOLDINGS INC.
By: /s/ Mark Eisenberg
__________________
Accepted and Agreed:
EUNIVERSE, INC.
By: /s/ Brad Greenspan
__________________
