JEFFREY E. EPSTEIN c/o HBRK Associates, Inc. 575 Lexington Avenue, 4th FL New York, NY 10022 646-350-0954 Mr. Adam Bly Seed Media Group LLC 33 Flatbush Avenue, 4th FL Brooklyn, NY 11217 Fax: (646 502-7040 email: Dear Adam: This is to confirm and constitute the agreement between Adam Bly ("Bly") and Jeffrey Epstein ("Epstein") with respect to the terms and conditions under which Epstein will grant Bly a forbearance on Bly's payment of the obligation of Bly to, and judgment against Bly in favor of, Epstein, the outstanding balance of which is in the amount of $300,000, plus accrued interest as hereinafter set forth (the "Obligation"). With respect to Epstein's forbearance on Bly's payment of the Obligation, Bly and Epstein have agreed as follows: 1. Epstein will grant Bly a forbearance on Bly's payment of the Obligation for the period commencing December 1, 2012 through and including November 30, 2013, upon, subject to and in accordance with terms and conditions set forth in this agreement 2. Bly acknowledges that in connection with and in consideration of Epstein's prior forbearance with respect to the Obligation, Bly is obligated to have made interest payments to Epstein for periods through and including November 30, 2012, and Epstein and Bly agree that Epstein is holding a check in the amount of $10,000 drawn on the account of Seed Media Group LLC payable to Sly and negotiated to Epstein In partial payment of such interest. Bly represents and warrants that Epstein may deposit that check in Epstein's own account, that the funds are and will be available for payment on such check once Epstein deposits the same, and that said check as negotiated to Epstein will be honored for payment. Pending clearance of the funds from said $10,000 check, a balance of $8,000 of such interest payments remains due and payable by Bly to Epstein. Epstein and Bly agree that Bly shall pay said $8,000 balance in two equal installments of $4,000 each, payab