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Non-Tech : Wit Capital Group Inc - (Nasdaq - WITC) -- Ignore unavailable to you. Want to Upgrade?

To: Kumar Nathan who wrote (689)	7/20/1999 12:22:00 PM
From: Mohan Marette	Respond to of 845

Thanks to 'mod' here is a nice deal Wit & Fingerhut worth $500K Kumar: This was posted by mod over at the other thread.I don't know this transaction is complete or still in the works. ================= February 2, 1999 Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343 Attention: Mr. Michael Sherman Re: ENGAGEMENT LETTER Mr. Sherman: This is to confirm our agreement (the "Agreement"), pursuant to which Fingerhut Companies, Inc. (the "Company") has agreed to engage Wit Capital Corporation ("Wit"), a New York corporation, an NASD registered broker-dealer, and an affiliate of Robert H. Lessin, to act as a financial advisor to assist the Company in connection with the proposed merger, exchange of capital stock, asset acquisition or other similar business combination relating to the Company and Federated Department Stores (the "Transaction"). The Company agrees that in the event of completion of the Transaction within 12 months after the date hereof, Wit shall be entitled to a cash fee (the "Fee") equal to $500,000, payable at the closing of such Transaction. Wit's engagement for the Company under this Agreement shall expire upon payment of the Fee. Since Wit shall be acting on behalf of the Company, the Company agrees to indemnify Wit in accordance with the provisions of Annex A hereto, which is incorporated by reference and made a part hereof. Wit shall make no agreement or commitment for the Company with respect to the proposed Transaction without the prior authorization of the Company, and nothing shall constitute an obligation of the Company to Wit to accept the proposal relating to the proposed Transaction or to complete the proposed Transaction. Wit agrees to keep confidential the proposed Transaction and all material non-public information concerning the Company which it receives in connection with its engagement hereunder. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between us concerning such subject matter, and may be modified only by a written instrument duly executed by each party. This Agreement shall be binding upon and inure to the benefit of the Company and Wit and their respective successors and assigns. This Agreement shall be interpreted in accordance with the laws of the State of New York, without giving effect to such state's conflict of laws doctrine. The provisions of Annex A hereto shall survive any termination of this Agreement. Fingerhut Companies, Inc. February 2, 1999 Page 2 If the foregoing terms correctly set forth our agreement, please confirm this by signing and returning to us the duplicate copy of this Agreement. We look forward to working with you in connection with the proposed Transaction..... 10-kwizard.com