<PAGE>   1

                                                                  EXHIBIT 10.12

G. HOWARD ASSOCIATES, INC.

                                                       800 Fifth Avenue
                                                       New York, NY 10021

Mr. Gary Horowitz
The Recovery Network
1411 5th Street Suite 200
Santa Monica, CA 90401

                                                       December 7, 1998

Dear Gary:

         We are writing this letter (the "Letter Agreement") to confirm our
understanding that G. Howard Associates, Inc. ("Howard") has been retained by
The Recovery Network ("RNet" or the "Company") to represent the Company, on an
exclusive basis with respect to certain investors Howard has identified
("Howard's Investors"), in connection with capital raising for RNet. Howard will
act as RNet's financial advisor for a period of one year, in all negotiations
leading to the possible purchase of a portion of RNet's capital stock or
otherwise by Howard's Investors (the "Transaction").

         For purposes of this Letter Agreement, RNet shall be subject to a fee
(the "Fee"), payable to Howard in the event of a Transaction with Howard's
Investors. Howard's Investors currently include: Grady & Hatch; Liberty Media;
George Soros; Time Warner; Paul Allen's Vulcan Venturess and the Mashantucket
Pequots. Howard and RNet agree that Howard may present, in writing, additional
investors to RNet for inclusion as Howard's Investors and upon acceptance by
RNet will be subject to a Fee.

         In November of 1998, RNet initiated discussions with Howard concerning
their interest in, and their willingness, to represent RNet in the Transaction.
Howard has met on several occasions with RNet, and has produced a list of
Howard's Investors for the placement of the Transaction. Howard will act as
RNet's financial advisor during the period to place the equity interest in RNet
with Howard's Investors. In their capacity as financial advisor to RNet, Howard
will assist, as needed in all matters necessary to result in a successful
closing of the Transaction.

         For our services, it is agreed that RNet will pay, or cause to be paid,
a cash Fee equal to the 6% (six percent) of the total consideration received by
RNet and to reimburse Howard for its out-of-pocket expenses.

         The Fee shall be payable to Howard in cash upon closing of any portion
of the Transaction.
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G. HOWARD ASSOCIATES, INC.



Mr. Gary Horowitz

December 7, 1998
page two

         The aggregate consideration shall be deemed to be the total amount
received by RNet upon consummation of the Transaction. The aggregate
consideration paid shall be deemed to include those amounts paid in cash, notes,
stock or other evidence of indebtedness, in connection with the Transaction.
Should a portion of the aggregate consideration be in the form of an "earn-out",
Howard agrees that only the initial face value paid in consideration of the
earn-out shall be subject to the Fee. In the event that the consideration is
paid in whole or in part in the form of securities, the value of such
securities, for purposes of calculating our Fee, shall be the face value
thereof.

         This authorization may be terminated by the Company or Howard, at any
time with or without cause, upon written advice to that effect to the other
party. Howard shall be entitled to its full compensation that would have been
payable under this Letter Agreement in the event a Transaction between the
Company is consummated prior to the expiration of two years after termination of
this authorization.

         Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the duplicate of this Letter
Agreement enclosed.



                                            Sincerely,

                                            By: /s/ GEORGE H. HENRY
                                                ------------------------------
                                                George H. Henry
                                                G. Howard Associates, Inc.
Agreed to and Accepted:


     The Recovery Network



     /s/ GARY HOROWITZ                      Date:   12-14-98
     -----------------------------------         ------------------------
     By: Gary Horowitz


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G. HOWARD ASSOCIATES, INC.



                                                       800 Fifth Avenue
                                                       New York, NY 10021

Mr. William D. Moses
Chairman
The Recovery Network
1411 5th Street Suite 200

Santa Monica, CA 90401

                                                       April 11, 1999

Dear Bill:

         We are writing this letter (the "Letter Agreement") to confirm our
understanding that G. Howard Associates, Inc. ("Howard") has been retained by
The Recovery Network ("RNet" or the "Company") to represent the Company, on an
exclusive basis with respect to; a) the sale of the Company's 20% ownership in
RecoveryNet Interactive ("RI Sale"); and b) the settlement with certain
creditors identified by the Company, ("Howard's Creditors"), in connection with
RI Sale and the settling of RNet's obligations to Howard's Creditors ("RNet's
Debts") and; c) assistance, on a best efforts basis, in raising $300,000 of
additional capital. Howard will act as RNet's financial advisor for a period of
two months, in all negotiations leading to the possible settlement of all, or a
portion, of RNet's Debts owed Howard's Creditors by full payment, payment in
part, forgiveness and, or the issuance of capital stock (collectively a
"Transaction").

         For purposes of this Letter Agreement, RNet shall be subject to a fee
(the "Fee"), payable to Howard in the event of a Transaction with Howard's
Creditors. The current list of Howard's Creditors are listed in the attached
Exhibit A. Howard and RNet agree that Howard may be given additional creditors
by RNet for inclusion as Howard's Creditors.

         During April 1999 Howard has been in discussion with a prospective
buyer concerning the purchase of RI Sale which has resulted in an $850,000 cash
offer. The Company has expressed interest in accepting such an offer, contingent
on a satisfactory resolution, with Howard's Creditors. On April 9, 1999, RNet
and Howard have produced a list of Howard's Creditors for the Transaction (see
Exhibit A attached). Howard will act as RNet's financial advisor during the next
two month period to settle RNet's Debts and accept the purchase of RI Sale. In
their capacity as financial advisor to RNet, Howard will assist, as needed in
all matters necessary to result in a successful closing of a Transaction.

         For our services, it is agreed that RNet will pay, or cause to be paid,
a Fee of; 1) 900,000 newly issued common shares of RNet common stock; 2) reduce
all warrants held by Howard, and, or George H. Henry, to $.43 per warrant,
("Warrant Reduction") and; 3) will reimburse Howard for its out-of-pocket
expenses.



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G. HOWARD ASSOCIATES, INC.




Mr. William D. Moses
April 11, 1999
page two

         The Warrant Reduction shall be made upon acceptance of this Letter
Agreement. The Fee shall be paid to Howard in RNet common stock at the closing
of the Transaction. The Company will reimburse Howard for any out-of-pocket cash
expenses.

         This authorization may be terminated by the Company or Howard, at any
time with or without cause, upon written advice to that effect to the other
party. Howard shall be entitled to its full compensation that would have been
payable under this Letter Agreement in the event a Transaction between the
Company is consummated prior to the expiration of six months after termination
of this authorization.

         Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the duplicate of this Letter
Agreement enclosed.



                                            Sincerely,

                                            By: /s/ GEORGE H. HENRY
                                                ------------------------------
                                                George H. Henry
                                                G. Howard Associates, Inc.
Agreed to and Accepted:


     The Recovery Network



     /s/ WILLIAM D. MOSES                   Date:   4/15/99
     -----------------------------------         ------------------------
     By: William D. Moses



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                                                             EXHIBIT A

1.   American Express
2.   Arthur Andersen
3.   Bowne
4.   Bradshaw Cassettes
5.   Business Wire
6.   Cahners Business Information
7.   Co-op Temporary Services
8.   Colonial Pacifid Leasing
9.   CS Associates
10.  CT & C
11.  CyberMotion
12.  Dystar Television, Inc.
13.  Excelsior
14.  Flower Box
15.  Galanty & Company, Inc.
16.  Geneen Roth & Associates, Inc.
17.  Great North International, Inc.
18.  Greenberg, Glusker, Fields, Claman & Machtinger
19.  Group W Network services
20.  Hall Dickler Kent Friendman & Wood LLP
21.  Holme Roberts & Owen, LLP
22.  Horizon Consulting Group
23.  Horizon Film and Video
24.  Kaleidoscope Entertainment, Inc.
25.  KCSA
26.  Kinkos
27.  Levine Thall Plotkin & Menin, LLP
28.  MCI-LD
29.  Micro System Warehouse
30.  Millennium Broadway
31.  NASDAQ Stock Market
32.  Omni Offices
33.  OTOL
34.  Parker, Chapin, Flattau, & Klimpl, LLP
35.  Planet Pictures
36.  Printing Palace
37.  R.R. Bowker
38.  Rubenstein Associates, Inc.
39.  Sahn, Mitchell
40.  Santa Monica Video, Inc.
41.  Scientific Atlanta
42.  Sovereign Ventures
43.  Sprint
44.  Stapleton Communications, Inc.
45.  University of Florida
46.  Varied Directions, Inc.
47.  VCI Communications, Inc.
48.  Wyland Group
49.  Zia Film Distribution, LLC
50.  Autost Anstalt Schaan
51.  Balmore Funds
52.  Zakeni Ltd
53.  Sargon Fund
54.  Willaim Moses Marital Trust II
55.  Peter Graf
56.  Highborough
57.  Stephen Richmond
58.  Gerhardt Waldschudt
59.  Janice Gold
60.  Rob Gordon