EXHIBIT 10.12



 Applegate & Collatos, Inc. 
  
 December 23, 2003 
  
 CBD Media LLC 
 312 Plum Street, Suite 900 
 Cincinnati, Ohio 45202 
  

	Re:	Advisory Agreement 

  
 Gentleman: 
  
 Reference is made
to that certain Advisory Agreement, dated March 7, 2002, between Applegate & Collatos, Inc. (“ACI”) and CBD Media LLC (“CBD”), as amended by letter agreement between ACI and CBD dated as of June 13, 2003, as may be amended
from time to time (the “Advisory Agreement”). 
  
 ACI
hereby notifies CBD that, effective October 1, 2003 and until such time as ACI shall notify CBD to the contrary, ACI will provide the advisory and other services pursuant to the Advisory Agreement (the “Services”) to CBD through CBD Media
Holdings LLC (“Holdings”). ACI further notifies CBD that in lieu of the payments due to ACI by CBD in Paragraphs 1 (as amended and restated by the June 13, 2003 amendment to the Advisory Agreement referred to above) and 2 of the Advisory
Agreement, ACI shall accept an aggregate of $500,000 each calendar quarter (“Aggregate Quarterly Payment”) as payment in full under the Advisory Agreement as both reimbursement of the expenses incurred by ACI and the Management Fee (as
defined in the Advisory Agreement). From and after October 1, 2003 and for so long as this letter is in effect, CBD will not be required to make any payments over $2 million per year pursuant to the Advisory Agreement. 
  
 ACI hereby instructs CBD to pay the Aggregate Quarterly Payment in cash by
wire transfer to Holdings to the bank account designated below (or to such other account as may be designated in writing by ACI) in advance at the beginning of each calendar quarter commencing on October 1, 2003, and on each January 1, April 1, July
1 and October 1 thereafter, during the term of the Advisory Agreement. 
  
 This letter will be effective until ACI notifies CBD to the contrary that this letter is withdrawn or modified in accordance with ACI’s further notice to you. Except as expressly set forth herein, this letter shall not affect the
rights and obligations of ACI and CBD under the Advisory Agreement, including, without limitation, the indemnification agreement between CBD and ACI, dated March 7, 2002, attached thereto, and the Advisory Agreement shall be unchanged and remain in
full force and effect. ACI and CBD shall continue to have all rights and remedies provided in the Advisory Agreement and all other rights and remedies which may be available at law or equity against the other party, and nothing in this letter shall
be construed to diminish the rights and remedies ACI or CBD may have against the other party under the Advisory Agreement nor ACI’s obligations to provide Services to CBD under the Advisory Agreement. 







 CBD Media LLC 
 December 23,
2003 
 Page 2 
  
  
 We look forward to continuing to work with CBD in providing the Services. 
  
  

			
	 Very truly yours,
  
 Applegate & Collatos, Inc.

		
	By:	 	/s/    BRION B. APPLEGATE
	 	 	

	 	 	 Name: Brion B. Applegate
 Its:
President



  
 Holdings Bank Account:

 Cupertino National Bank 
 400 Emerson Street 
 Palo Alto, CA 94301 
 ABA# 121141152 
 Account # 4109252 
 Account Name: CBD Media Holdings LLC