**Exhibit 10.20**

 

**ANTHONY F. GIORDANO**

 

**THE ANTHONY F. GIORDANO FAMILYLIMITED PARTNERSHIP III**

 

September 27, 2004

 

Weida Communications,Inc.515 East Las Olas Boulevard, Suite 1350Fort Lauderdale, FloridaAttention: Chief Executive Officer

 

Gentlemen:

 

This letter agreement(“Agreement”) constitutes the binding agreement of the Anthony F. GiordanoFamily Limited Partnership III and Anthony F. Giordano (each a “Lender” and,collectively, the “Lender”) to and for the benefit of Weida Communications,Inc., a New Jersey corporation (the “Company” or “Weida”) to fund workingcapital requirements of Weida, on the terms described below.

 

# **1.**                                       Funding Obligation. Lenders jointly andseverally irrevocably and unconditionally agree that they will fund to theCompany, as an unsecured 18-month loan (measured from date of the initialadvance), with interest at the London Interbank Offered (LIBOR) plus 200 basispoints, and having no equity component or features, up to $5 million in theaggregate (the “Maximum Funding Amount”), at any time or from time to time,from and after September 3, 2004 (“Commencement Date”) and throughOctober 31, 2005. Lenders shall fund such amounts to the Company upon 10days prior written, fax or email notice from the Company requesting funding (15days prior notice if the amount requested exceeds $0.5 million). The Companymay repay and reborrow under this Agreement, but not in excess at any time ofthe Maximum Funding Amount.

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# **2.**                                       Effect of Other Financing. The MaximimFunding Amount shall be reduced on a dollar-for-dollar basis by any equity ordebt financing obtained by the Company after Commencement Date.

 

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# **3.**                                       Lender Representations and Warranties.Each Lender represents and warrants that:

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## ***(i)***                                     Lender has sufficientnet worth and liquid assets to fulfill its funding obligations hereunder;

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## ***(ii)***                                  Lender has the capacityand authority, and is duly authorized to enter into and to perform thisAgreement;

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## ***(iii)***                               Lender’s execution,delivery and performance of this Agreement does not violate or conflict withany law, regulation or agreement to which Lender is subject; and

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## ***(iv)***                              Lender understands thatthe Company is relying on Lender’s fulfillment of its funding obligations underthis Agreement.

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# **4.**                                       Miscellaneous.  This Agreement shall be governed by New York law.  In any dispute hereunder, the parties agreeto the exclusive jurisdiction of the federal and state courts residing in theSouthern District of the State of New York. The prevailing party in adjudication of any dispute hereunder shall beentitled to receive reimbursement for reasonable attorney’s fees and expenses.The parties acknowledge that this Agreement is effective as ofSeptember 3, 2004, notwithstanding the date of execution or delivery.

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| **Dated: September 27, 2004** |                                                     |
|------------------------------------|----------------------------------------------------------|
|                               |                                                     |
|                               |                                                     |
|                               | /s/ Anthony  Giordano                                    |   |
|                               | Anthony F.  Giordano                                     |
|                               |                                                     |
|                               | THE ANTHONY F.  GIORDANO FAMILY  LIMITED PARTNERSHIP III |
|                               |                                                     |
|                               |                                                     |
|                               | By:                                                      | /s/ Anthony  Giordano |   |
|                               | Name:                                                    | Anthony Giordano |
|                               | Authorized  Signatory                                    |
|                                    |                                                          |  |  |  |

 

Accepted andacknowledged:

 

September 27, 2004

 
| WEIDA COMMUNICATIONS,  INC. |
|-----------------------------|
|                        |   |
|                        |   |
| By:                         | /s/ Mitchell Sepaniak |   |
|                        |   | Mitch Sepaniak |
|                        |   | President |
|                             |  |  |  |  |

 

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