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EX-10.(p)
June 28, 1996
▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
EDnet, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇: RE: SECURED NOTES/REG-S OFFERING ENGAGEMENT
The purpose of this letter is to expand upon and clarify certain matters set
forth in the engagement letter of June 25, 1996 between EDnet, Inc. ("EDnet" or
the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Group, L.L.C. ("▇▇▇▇▇▇ ▇▇▇▇▇▇" or the
"Firm") which provides for a debt financing of $1,250,000 and a Regulation-S
equity financing of approximately $3,000,000.
PLACEMENT AGENT PROVISIONS
1. SENIOR SECURED NOTES: Rather than sell individual Senior Secured Notes
("Notes") to investors, ▇▇▇▇▇▇ ▇▇▇▇▇▇ will use its best efforts to
place up to $1,250,000 of Participating Interests ("Participations") in
the Notes with accredited investors. The Notes will be funded according
to the following schedule: July 2, 1996 - $500,000; July 22, 1996 -
$500,000; August 15, 1996 - $250,000. The Company reserves the right to
"take down" less than the total $1,250,000 financing; in such an
instance, EDnet will provide ▇▇▇▇▇▇ ▇▇▇▇▇▇ with a written notice as to
its intentions five (5) business days before the scheduled funding
date. ▇▇▇▇▇▇ ▇▇▇▇▇▇ will receive warrants only on the amount of notes
actually funded.
o Loan Covenants, Security and Repayment Provisions - With your
consent, we will need the assistance of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in
making arrangements for the drafting of the Note form and the
filing of the blanket lien on the Company's personal assets.
Also as was noted in the June 25, 1996 engagement letter, the
proceeds of the current $3 million Regulation-D will be exempt
from the repayment of the Note provisions.
2. REGULATION-S FINANCING - TIMING CONSIDERATIONS: As we have discussed,
the timing of the Reg-S financing is directly related to the Company's
becoming a "Reporting Company" subsequent to its filing of a SEC Form
10-SB. In the event that the achievement of a "reporting company"
status is achieved at an earlier date than is
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▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
June 28, 1996
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presently expected (about October 1, 1996), ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the
Company will proceed on an accelerated time schedule basis with the
closing of the Reg-S financing and the related payoff of the Notes.
3. REGULATION-S FINANCING - TERMINATION FEES: The engagement of ▇▇▇▇▇▇
▇▇▇▇▇▇ as the Placement Agent for the funding of the Notes is by
necessity and as a practical matter tied directly to the Firm's Reg-S
financing engagement. Although the "Termination Of Engagement"
paragraph in the June 25, 1996 engagement letter addresses the payment
of fees in the event of termination in broad terms, it is mutually
understood that in the event that the Comply decides to not proceed
with the Reg-S financing according to the terms set forth in the June
25, 1996 engagement letter, then ▇▇▇▇▇▇ ▇▇▇▇▇▇ will receive the
Placement Agent Cash Fee of $140,000 (7% Cash Fee times the discussed
minimum of $2 million), and $200,000 of Warrants (10% of $2 million)
with the warrant exercise price set at the issuance price set forth in
the "Optional Conversion Period" paragraph provisions.
Please confirm that the foregoing is in accordance with your understandings and
agreements with ▇▇▇▇▇▇ ▇▇▇▇▇▇ by signing and returning to ▇▇▇▇▇▇ ▇▇▇▇▇▇ the
duplicate of this letter enclosed herewith.
Very truly yours, ACCEPTED AND AGREED
▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL GROUP, L.L.C. EDNET, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
Managing Director Chairman & Chief
Executive Officer
