EXHIBIT 10.54b
Motient Corporation
MR Acquisition Corp.
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October 8, 2001
Rare Medium Group, Inc.
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Attention: General Counsel
RE: Letter Agreement
Ladies and Gentlemen:
Reference is hereby made to the letter agreement dated October 1, 2001 by
and among Motient Corporation ("Acquiror"), MR Acquisition Corp. ("Merger Sub")
and Rare Medium Group, Inc. (the "Company," which, along with Acquiror and
Merger Sub, is sometimes hereinafter referred to collectively as the "Parties")
(the "Letter Agreement").
The Parties hereby acknowledge and agree that the date "October 8, 2001
wherever it appears in the Letter Agreement is amended to read "October 12,
2001."
Except as expressly modified by this amendment, the Letter Agreement is
hereby ratified and confirmed and shall remain in full force and effect. This
amendment may be executed and delivered in two or more counterparts, and by the
different Parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same amendment.
This amendment shall be governed by, and construed in accordance with, the
laws of the State of Delaware without regard to any principles of conflicts of
law.
Please acknowledge your understanding of and agreement with the foregoing
by signing this amendment in the space provided below.
Sincerely,
MOTIENT CORPORATION
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: President and
Chief Executive Officer
MR ACQUISITION CORP.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: President
AGREED TO AND ACCEPTED
This 8th day of October, 2001
RARE MEDIUM GROUP, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman and
Chief Executive Officer
