-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpXfOUUYX/ujLbERgCjTY2XyGICiH0zqFPyjCOzbVjSj3mL0NELG/aaxneGdyoF4 xDqTVWqNQWRZ+z4Vmw93rg== 0000908230-03-000095.txt : 20030723 0000908230-03-000095.hdr.sgml : 20030723 20030530192110 ACCESSION NUMBER: 0000908230-03-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIGROUPE SA CENTRAL INDEX KEY: 0001237316 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AVENUE DES TOISES 12 STREET 2: 1002 LAUSANNE CITY: SWITZERLAND STATE: V8 ZIP: 00000 MAIL ADDRESS: STREET 1: AVENUE DES TOISES 12 STREET 2: 1002 LAUSANNE CITY: SWITZERLAND STATE: V8 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 24/7 REAL MEDIA INC CENTRAL INDEX KEY: 0001062195 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133995672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54665 FILM NUMBER: 03726964 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122317100 MAIL ADDRESS: STREET 1: 1250 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D/A 1 publigroupe_13d-053003.txt PUBLIGROUPE 053003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 24/7 REAL MEDIA, INC. --------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 910314104 --------- (CUSIP Number) Susanne McNeil PubliGroupe USA Holding, Inc. 11100 Santa Monica Blvd., Suite 550 Los Angeles, California 90025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Brad Schwartzberg, Esq. Davis & Gilbert LLP 1740 Broadway New York, New York 10019 (212) 468-4800 May 28, 2003 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), (f) or (g), check the following box. |_| *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 12 pages - ---------------------------- CUSIP No. 910314104 | - ------------------------------------------------------------------------------- 1 | NAMES OF REPORTING PERSONS | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | | PUBLIGROUPE USA HOLDING, INC. | 13-3604876 - ------------------------------------------------------------------------------- 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_| | (b) |_| - ------------------------------------------------------------------------------- 3 | SEC USE ONLY | - ------------------------------------------------------------------------------- 4 | SOURCE OF FUNDS: | OO - ------------------------------------------------------------------------------- 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS | IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| | - ------------------------------------------------------------------------------- 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | Delaware - ------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER: | | | | 0 (SEE ITEM 5) | ------------------------------------------------------- NUMBER OF | 8 | SHARED VOTING POWER: SHARES | | BENEFICIALLY | | 12,545,518 (SEE ITEM 5) OWNED BY | ------------------------------------------------------- EACH | 9 | SOLE DISPOSITIVE POWER: REPORTING | | PERSON WITH | | 0 (SEE ITEM 5) | ------------------------------------------------------- | 10 | SHARED DISPOSITIVE POWER: | | | | 12,545,518 (SEE ITEM 5) - ------------------------------------------------------------------------------- 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | | 12,545,518 (SEE ITEM 5) - ------------------------------------------------------------------------------- 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | SHARES: |_| | - ------------------------------------------------------------------------------- 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | | 16.9% (SEE ITEM 5) - ------------------------------------------------------------------------------- 14 | TYPE OF REPORTING PERSON: | CO - ------------------------------------------------------------------------------- Page 2 of 12 pages - ---------------------------- CUSIP No. 910314104 | - ------------------------------------------------------------------------------- 1 | NAMES OF REPORTING PERSONS | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | | PUBLIGROUPE S.A. | - ------------------------------------------------------------------------------- 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_| | (b) |_| - ------------------------------------------------------------------------------- 3 | SEC USE ONLY | - ------------------------------------------------------------------------------- 4 | SOURCE OF FUNDS: | OO - ------------------------------------------------------------------------------- 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS | IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| | - ------------------------------------------------------------------------------- 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | Switzerland - ------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER: | | | | 0 (SEE ITEM 5) | ------------------------------------------------------- NUMBER OF | 8 | SHARED VOTING POWER: SHARES | | BENEFICIALLY | | 12,545,518 (SEE ITEM 5) OWNED BY | ------------------------------------------------------- EACH | 9 | SOLE DISPOSITIVE POWER: REPORTING | | PERSON WITH | | 0 (SEE ITEM 5) | ------------------------------------------------------- | 10 | SHARED DISPOSITIVE POWER: | | | | 12,545,518 (SEE ITEM 5) - ------------------------------------------------------------------------------- 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | | 12,545,518 (SEE ITEM 5) - ------------------------------------------------------------------------------- 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | SHARES: |_| | - ------------------------------------------------------------------------------- 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | | 16.9% (SEE ITEM 5) - ------------------------------------------------------------------------------- 14 | TYPE OF REPORTING PERSON: | CO - ------------------------------------------------------------------------------- Page 3 of 12 pages This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D dated July 18, 2002 (the "Schedule 13D") filed by PubliGroupe S.A., a corporation organized under the laws of Switzerland, and its wholly owned subsidiary, PubliGroupe USA Holding, Inc. ("PubliGroupe USA"), relates to the common stock, $.01 par value per share (the "Common Stock"), of 24/7 Real Media, Inc., a Delaware corporation (the "Issuer"). This Amendment is filed jointly by PubliGroupe S.A. and PubliGroupe USA. All capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a letter agreement dated May 23, 2003 among the Issuer, Real Media and PubliGroupe USA (the "Letter Agreement"), PubliGroupe USA agreed to surrender for cancellation two promissory notes of the Issuer in the aggregate principal amount of $3,000,000, a promissory note of Real Media in the principal amount of $4,500,000 (the "Real Media Note"), and the Issuer's guarantee of the Real Media Note in exchange for a cash payment of $1,500,000 and 4,800,000 shares of Common Stock. Item 5. Interest in Securities of the Issuer. (a) PubliGroupe USA beneficially and directly owns 12,545,518 shares of Common Stock (the "Shares"), or 16.9% of the outstanding Common Stock. This percentage has been calculated using information in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, which reported that there were 69,368,612 shares of Common Stock outstanding at May 12, 2003. PubliGroupe S.A. beneficially owns all of the outstanding capital stock of PubliGroupe USA. (b) By virtue of PubliGroupe USA's direct ownership of the Shares and PubliGroupe S.A.'s ownership and control of PubliGroupe USA, PubliGroupe S.A. and PubliGroupe USA may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the Shares. Neither of the Reporting Persons may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of the Shares. (c) Except as described above, the Reporting Persons have not, nor, to their knowledge, has any of the persons named in Schedule A or Schedule B hereto, effected any transactions in shares of the Issuer's Common Stock during the past 60 days or the period of 60 days preceding the date on which this Schedule 13D was required to be filed. (d) Not applicable. (e) Not applicable. Page 4 of 12 pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Letter Agreement, PubliGroupe USA and the Issuer amended the Lock-up and Standstill Agreement dated October 30, 2001 between them and PubliGroupe S.A. (the "Lock-up Agreement")to delete the provisions thereof restricting sales of Common Stock by PubliGroupe USA and its subsidiaries and substituting therefor PubliGroupe USA's agreement that it will not sell more than 1,000,000 shares of Common Stock on any trading day or more than 5,000,000 shares of Common Stock in any calendar month except with the prior written consent of the Issuer and except for any private sale, transfer or disposition by PubliGroupe USA of any shares of Common Stock to a third party. The parties also modified the standstill provision of the Lock-up Agreement to permit PubliGroupe USA to acquire the 4,800,000 shares of Common Stock issued to it pursuant to the Letter Agreement. The Lock-up Agreement also contains the agreement of PubliGroupe USA to appear at all meetings of the Issuer's stockholders or cause the Shares to be present for purposes of establishing a quorum, and to vote the Shares in the manner recommended by the Issuer's board of directors in connection with any matter upon which the approval of the Issuer's stockholders is sought. Item 7. Material to be Filed as Exhibits. 1. Letter Agreement between PubliGroupe USA Holding, Inc. and 24/7 Media, Inc. (filed herewith). After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 30, 2003 PUBLIGROUPE USA HOLDING, INC. By: /s/ Michael Sultan ---------------------------- Name: Michael Sultan Title: Assistant Secretary Page 5 of 12 pages PUBLIGROUPE S.A. By: /s/ Jean-Denis Briod ---------------------------- Name: Jean-Denis Briod Title: Secretary-General By: /s/ Hans-Peter Rohner ---------------------------- Name: Hans-Peter Rohner Title: Chief Executive Officer Page 6 of 12 pages EX-99 3 publigroupe_exh991053003.txt PUBLIGROUPE 053003 Exhibit 1 [GRAPHIC OMITTED] - -------------------------------------------------------------------------------- 24/7 REAL MEDIA, INC. 1250 Broadway, 28th Floor New York, New York 10001 May 23, 2003 PUBLIGROUPE USA HOLDING, INC. 1100 Santa Monica Blvd, Suite 550 Los Angeles, CA, 90025 RE: Exchange And Amendment of Notes; Certain Other Matters ------------------------------------------------------ Dear Moritz, 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 by Parent to Publigroupe pursuant to Section 7.01(b) of the Merger Agreement (the "Third Note" and, collectively, with the First Note and Second Note, the "Notes"); (v) that certain guarantee issued on October 30, 2001 by Parent guaranteeing the obligations of Company under the First Note (the "Parent Guarantee"); and (vi) that certain Lock-Up and Standstill Agreement, dated October 31, 2001 (the "Lock-Up Agreement"). As a result of the merger undertaken pursuant to the Merger Agreement, and the consummation of the other of transactions contemplated thereby, Merger Sub merged with and into the Company effectively making the Company a wholly owned subsidiary of Parent. In connection therewith, Parent changed its name to 24/7 Real Media, Inc. Each of Parent, the Company and Publigroupe now intend to provide for (i) the transfer and delivery of the Notes to Parent for cancellation, (ii) the cancellation of the Parent Guarantee, (iii) the payment by Parent to Publigroupe of certain consideration described below upon the satisfaction of certain conditions, (iv) the amendment of the Lock-Up Agreement, and (v) other agreements set forth herein. Page 7 of 12 pages In consideration of the foregoing, and of the covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees as follows: 1. Cancellation of Notes; Consent and Acknowledgment of Publigroupe. Subject solely to the satisfaction of the conditions set forth in Paragraph 4(b) of this letter agreement (the "Letter Agreement"), at a Closing which shall take place on a date (the "Closing Date") as soon as practicable following the satisfaction or waiver of the conditions set forth in Paragraph 4, Publigroupe hereby irrevocably agrees to transfer and deliver to the Company for cancellation the First Note and to Parent for cancellation the Second Note and the Third Note and to cancel the debt evidenced by all the Notes. Publigroupe hereby expressly acknowledges, consents and agrees that, as of the Closing Date, (i) the Notes, including principal and all accrued interest, shall be deemed paid in full and Parent and the Company, shall be fully and forever discharged from any obligation whatsoever with respect to the Notes, and (ii) the Parent Guarantee shall be revoked, cancelled and terminated and shall be of no further force and effect whatsoever. 2. Payment of Consideration by Parent. Subject solely to the satisfaction of the conditions set forth in Paragraph 4(a) of this Letter Agreement, at the Closing, in exchange for delivery by Publigroupe and cancellation of the Notes and the debt evidenced thereby, Parent (i) shall pay to Publigroupe at the Closing ONE MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS (U.S. $1,500,000) in cash via wire transfer (the "Cash Consideration"), and (ii) shall issue to Publigroupe or its designated affiliate 4,800,000 shares of common stock, par value $.01 per share, of Parent ("Parent Common Stock"), as proportionately adjusted to reflect any stock splits and combinations, stock dividends, recapitalizations and the like with respect to Parent's common stock subsequent to the date hereof (the "Shares"). 3. Amendment of Lock-Up Agreement. The parties hereby agree that, as of the Closing Date, the Lock-Up Agreement shall be amended: (i) by deleting Section 2 thereof in its entirety and inserting in lieu thereof, the following: "Publigroupe hereby agrees that it will not sell more than 1,000,000 shares of Parent Common Stock owned by it on any trading day or more than 5,000,000 shares of Parent Common Stock owned by it in any calendar month, in each case proportionately adjusted to reflect any stock splits and combinations, stock dividends, recapitalizations and the like with respect to Parent's Common Stock subsequent to the date hereof, except with the prior written consent of Parent; provided, however, that the foregoing restriction shall not apply to any private sale, transfer or disposition by Publigroupe of any of the shares of Parent Common Stock owned by it to a third party"; and (ii) by adding the following sentence to the end of Section 3: "Notwithstanding anything contained in this Section 3 to the contrary, Publigroupe shall be permitted to receive from Parent 4,800,000 shares of Parent Common Stock pursuant to the Letter Agreement dated May ___, 2003." 4. Conditions to Closing. (a) Conditions to Parent's Obligations. The obligation of Parent to issue the Shares and pay the Cash Consideration at the Closing is subject to the fulfillment on or prior to the Closing of each of Page 8 of 12 pages the following conditions, provided that these conditions are for Parent's sole benefit and may be waived by Parent at any time in its sole discretion by providing Publigroupe with written notice thereof. (1) Parent shall have taken all corporate action (including obtaining any relevant stockholder approval) which may, in the opinion of its counsel, be necessary in order that Parent may validly and legally issue the Shares. (2) All governmental and third party Permits, filings and waivers necessary for consummation of the transactions to be consummated at the Closing shall have been obtained. (3) No temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which prevents or arguably prevents the consummation of the transactions contemplated by this Letter Agreement, nor shall any proceeding have been commenced or threatened with respect to the foregoing. (4) Publigroupe shall have delivered the original Notes, together with such instruments of transfer as are reasonably requested by Parent or the Company, and such documentation as may be required to fully terminate the Parent Guarantee, in each case pursuant to Section 1 above. (b) Conditions to Publigroupe's Obligations. The obligation of Publigroupe to transfer and deliver the Notes to Parent for cancellation at the Closing is subject to the fulfillment on or prior to the Closing of each of the following conditions, provided that these conditions are for Publigroupe's sole benefit and may be waived by Publigroupe at any time in its sole discretion by providing Parent with written notice thereof. (1) Parent shall have taken all corporate action (including obtaining any relevant stockholder approval) which may, in the opinion of Publigroupe's counsel, be necessary in order that Parent may validly and legally issue the Shares. (2) All governmental and third party Permits, filings and waivers necessary for consummation of the transactions to be consummated at the Closing shall have been obtained. (3) The Parent shall have executed and delivered certificates for the Shares, containing customary restrictive legends, in such denominations as the Purchaser shall request. (4) No temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which prevents or arguably prevents the consummation of the transactions contemplated by this Letter Agreement, nor shall any proceeding have been commenced or threatened with respect to the foregoing. (5) Parent shall have delivered the Cash Consideration and the Shares pursuant to Section 2 above. (6) Parent shall have filed a registration statement with the United States Securities and Exchange Commission (the "SEC") for all shares of Parent common stock held by Page 9 of 12 pages Publigroupe at the time of the filing, and such registration statement shall have been declared effective by the SEC. In addition, all such shares shall have been listed on The NASDAQ Stock Market. (7) The shares of common stock of Parent shall not have been delisted from any stock exchange or securities trading exchange. (c) Best efforts to satisfy conditions. From the date of execution of this Letter Agreement, each of Publigroupe and Parent agrees to use commercially reasonable best efforts to satisfy in a timely manner each of the conditions to be satisfied by it as provided in this paragraph 4. In particular, Parent agrees to seek to satisfy the condition set forth in paragraphs 4(a)(1) and 4(b)(1) no later than August 15, 2003. 5. Representations and Warranties. Each party hereto represents that: (i) it has not assigned any of its rights or obligations under the Notes prior to the date of this Agreement, (ii) the execution, delivery and performance of this Letter Agreement: (a) has been duly authorized, (b) does not conflict with any provisions of any instrument to which it is a party or by which it is bound, and (c) constitutes a valid, legal and binding obligation of such party, (d) the person executing this Letter Agreement on behalf of such party has been duly authorized to execute this Letter Agreement in the name of such party and (e) except as set forth herein, does not require any party to obtain, perform or send any notices, consents, approvals or other actions and will not cause or result in a default, event of default, acceleration event, termination event or otherwise entitle any other party to exercise any other right or remedy adverse to the interests of the parties hereto. Publigroupe further represents and warrants that it has good and valid title to the Notes, free and clear of all liens, pledges, charges, encumbrances, security interests, equities, options, restrictions (including any voting agreements, voting trusts, restrictions on voting rights or rights of disposition), claims or third party rights of whatever nature (collectively, "Encumbrances") and, after consummation of the transactions contemplated hereby, Parent will have good and valid title to the Second Note and the Third Note and Company will have good and valid title to the First Note, in each case free and clear of any Encumbrances. Parent further represents and warrants that it has filed all forms, reports and documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since the filing of the Company's annual report on Form 10-K for the year ended December 31, 2001 (the "SEC Reports"). As of their respective dates, each of the SEC Reports, as of the date filed and as they may have been subsequently amended, (i) were prepared in accordance with all requirements of the Securities Act of 1933, as amended , or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, (ii) did not contain any untrue statement of a material fact or did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, Parent represents and warrants that: (i) the certificates delivered to Publigroupe pursuant to Section 4(b)(3) and (5) shall represent all of the Shares and shall be accompanied by such other documents and instruments, if any, necessary to permit Publigroupe to acquire the Shares free and clear of any Encumbrances of any kind, (ii) the Shares when delivered to Publigroupe will be validly issued and outstanding shares of voting common stock of Parent, fully paid and non-assessable, and will Page 10 of 12 pages not be subject to preemptive rights of any other person and (iii) the Shares will, as of the Closing, be duly listed for trading on The NASDAQ Stock Market as of the Closing Date. 6. Miscellaneous. In the event of any conflict between this Letter Agreement on the one hand and the Notes, the Parent Guarantee and the Lock-up Agreement on the other hand, the provisions of this Agreement shall control. This Letter Agreement may not be changed, amended, modified or discharged orally, but only by a written instrument signed by Parent, the Company and Publigroupe, and may be waived only by an instrument in writing signed by the party waiving compliance. The rights, duties and obligations of the parties under this Letter Agreement may not be assigned without the prior written consent of the other parties hereto. This Letter Agreement shall be binding upon each party hereto and its heirs, legal representatives, successors and permitted assigns and the terms hereof shall inure to the benefit of such party and its successors and permitted assigns. 7. Public Announcements. Neither party shall use the other's name nor refer to the other directly or indirectly in connection with the investment contemplated herein in any advertisement, news release or professional or trade publication, or in any other manner, unless otherwise required by law, or with prior written consent. The parties agree that there will be no press release or other public statement issued by either party relating to this Letter Agreement unless required by law or mutually agreed to, and further agree to keep the terms and conditions of such in strictest confidence, it being understood that this restriction shall not prohibit disclosure to the parties' counsel, accountants and professional advisors. Notwithstanding the foregoing, Parent may disclose the existence of this Letter Agreement to bona fide potential investors who are under obligations of nondisclosure, similar to those contained herein and which Parent believes in good faith are seriously considering investing in Parent. In addition, Parent may disclose that a financial relationship exists between the parties hereto to customers, potential customers, strategic partners or potential strategic partners. 8. Dispute Resolution. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Letter Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each party shall nominate one officer as its representative. These representatives shall, within fifteen (15) days of a written request by either party to call such a meeting, meet in person and shall attempt in good faith to resolve the dispute. If the disputes cannot be resolved in such meeting, then such disputes shall be determined in New York, by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within 5 business days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Chartered Institute of Arbitrators. This procedure shall be a prerequisite before taking any additional action hereunder. 9. GOVERNING LAW. THE PROVISIONS OF THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. The invalidity, illegality or unenforceability of any provision of this Letter Agreement shall not affect or impair the validity, legality or enforceability of the remainder of this Letter Agreement, and to this end, the provisions of this Letter Agreement are declared to be severable. [Signature pages follow.] Page 11 of 12 pages If the foregoing correctly sets forth out mutual understanding then please have an authorized signatory of Publigroupe USA Holding, Inc. sign two (2) original copies of this Letter Agreement where indicated below. Once this Letter Agreement has been signed by an authorized representative of Publigroupe USA Holding, Inc., please return the original copies to my attention, for signature by an authorized representative of 24/7 Real Media, Inc. An original copy of this Letter Agreement will be returned to you for your records in due course. Sincerely, 24/7 REAL MEDIA, INC. By: /S/ DAVID J. MOORE ------------------ Name: David J. Moore Title: Chairman/CEO REAL MEDIA, INC. By: /S/ DAVID J. MOORE ------------------ Name: David J. Moore Title: Chairman/CEO Acknowledged and Agreed as of the date first above written: PUBLIGROUPE USA HOLDING INC. By: /S/ DANIEL HOFER ---------------- Name: Daniel Hofer Title: President Page 12 of 12 pages -----END PRIVACY-ENHANCED MESSAGE-----