Exhibit 10.3

                              The Shaar Fund, Ltd.
                        c/o Shaar Advisory Services Ltd.
                       62 King George Street, Apartment 4F
                                Jerusalem, Israel



                                                      May 1, 2001

Cross Media Marketing Corporation
461 Fifth Avenue, 19th Floor
New York, New York 10019


Ladies and Gentlemen:

            This letter sets forth our agreement as follows:

            1. The undersigned is the holder of all of the issued and
outstanding shares of the Series A Convertible Preferred Stock (the "Series A
Shares") of Cross Media Marketing Corporation (the "Company"). The Corrected
Certificate of Designation relating to the Series A Shares (the "Certificate")
provides that, so long as any Series A Shares are outstanding, the Company may
not redeem, purchase or otherwise acquire Junior Securities (as defined in the
Certificate) unless the full accrued and unpaid cumulative dividends required to
be paid on all outstanding Series A Shares through the date of such redemption,
purchase or acquisition have been paid or set apart for payment.

            2. The Company has advised the undersigned that it proposes to enter
into a transaction (the "Transaction") pursuant to which it will purchase
600,000 shares of Common Stock held by Richard Prochnow at a price of $3.00 per
share (the "Purchase Price") and that said Purchase Price will be paid through
the cancellation of $1,800,000 of outstanding indebtedness of Mr. Prochnow to
the Company.

            3. The undersigned hereby confirms and agrees that, notwithstanding
the provisions of the Certificate to the contrary, the Company may consummate
the Transaction described in paragraph 2 above without paying accrued and unpaid
dividends on the Series A Shares. Such dividends will be due and payable on the
next regularly scheduled Dividend Payment Due Date or as otherwise provided in
the Certificate.

            4. This Agreement will be governed by the laws of the State of New
York applicable to contracts made and to be performed entirely within such
State. Any claims or disputes relating in any way to this Agreement shall be
submitted to the New York State courts or the United States District Court for
the Southern District of New York. The parties hereby consent to such venue and
the personal jurisdiction of such courts and agree not to contest such venue or
assert any claim to move the claim or dispute to another venue or forum. This
Agreement supersedes all previous written or oral understandings between the
parties relating to the subject matter hereof. This Agreement may be amended
only in a writing signed by both of the parties hereto.

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            If the foregoing correctly sets forth our understanding, please so
indicate by signing an enclosed counterpart of this Agreement and returning it
to the undersigned, whereupon it will constitute a binding agreement between us.
This Agreement may be executed in counterparts and by the parties hereto in
separate counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

                                    Very truly yours,

                                    THE SHAAR FUND LTD.


                                    By:__________________________


Accepted and agreed to as of the date first above written:

CROSS MEDIA MARKETING CORPORATION


By:__________________________________
Ronald Altbach
Chairman of the Board and Chief Executive Officer


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