Exhibit 10.10 to the Form 10-KSB for year ended 1999

                           {Letterhead of Sutro & Co.}

                                                                   CONFIDENTIAL

December 13, 1999


Mr. Rich Parlontieri
Chairman and Chief Executive Officer
ebank.com, Inc.

2410 Paces Ferry Road
Suite 190
Atlanta, GA 30339

Dear Rich:

This letter agreement sets forth the terms and conditions under which ebank.com,
Inc. (the "Company") has retained Sutro & Co. Incorporated  ("Sutro") (i) to act
as its exclusive financial advisor in regards to a possible business combination
with Talisman Entertainment Inc., its affiliates or successors ("TEI"), and (ii)
to act as its exclusive placement agent with respect to the private placement(s)
(the  "Financing") of equity or  equity-related  securities or debt  securities,
including, but not limited to securities which are convertible into common stock
or have warrants attached to purchase common stock (the  "Securities") on a best
efforts  basis on terms  satisfactory  to the  Company  and in  compliance  with
Section 4(2) of the  Securities  Act of 1933 as amended  (the "Act"),  and other
federal and state  securities  laws. This letter agreement is in addition to the
letter agreement between the Company and Sutro dated June 30, 1999.

1.       Financial  Advisory  Services  -  Sutro  will  assist  the  Company  in
         effecting  a  form  of a  business  combination  whether  it  be  (i) a
         strategic  alliance,  (ii) an  exchange of  technologies,  intellectual
         properties,  or  business  practices,   and/or  (iii)  an  exchange  of
         ownership   interests  between  TEI  and  the  Company  (the  "Business
         Combination").  The  Company  acknowledges  that Sutro  introduced  the
         Company to TEI.  Additionally,  Sutro  will,  as part of the  financial
         advisory  services,  introduce  the  Company  to  additional  potential
         partners  up until the  contemplated  public  offering  outlined in the
         letter agreement  between the Company and Sutro dated June 30, 1999. In
         the  advisory  function  relating to TEI,  Sutro  proposes to undertake
         certain activities, including, if appropriate, the following:

         (a)      Advising  the Company as to the form,  terms and  structure of
                  the Business Combination;

         (b)      Assisting in the preparation of any  documentation  evidencing
                  the Business Combination; and

         (c)      Analyzing  the  potential  impacts  and  implications  of  the
                  Business Combination on the Company.


2.       Placement  Agent  Services - Sutro will assist the Company in effecting
         the  Financing.  In this  regard,  we  proposed  to  undertake  certain
         activities including, if appropriate, the following:

         (a)      Advising  the  Company  as to the  form and  structure  of the
                  Financing;

         (b)      Assisting in the preparation of a private placement memorandum
                  (the "Memorandum") describing the Company, the transaction and
                  the Securities offered in connection therewith. Responsibility
                  for the  contents of such  Memorandum  shall be solely that of
                  the Company, and the



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                  Memorandum   shall  not  be  made  available  to  or  used  in
                  discussions  with   prospective   investors  (the  "Party"  or
                  "Parties") by Sutro until both the  Memorandum and its use for
                  that purpose have been approved by the Company;

             (c)  Identifying, introducing to, and consulting as to strategy for
                  initiating discussions with, potential investors;

             (d)  Negotiating the sale of the Securities to investors; and

             (e)  Assisting in the preparation of definitive  documentation  for
                  the Financing.

3.       Compensation - Sutro's  compensation for its role as financial  advisor
         shall be determined as follows:

             (a)  An advisory fee of $300,000 payable in cash upon  consummation
                  of the Business  combination and as a condition to the closing
                  of the Business Combination.

             (b)  Fully  paid and  non-assessable  common  stock of TEI equal to
                  7.5% of the TEI  common  stock  received  by the  Company as a
                  result of the Business Combination.

Sutro's  compensation  for its role as placement  agent shall be  determined  as
follows:

              (c) A non-refundable retainer of $25,000 payable upon execution of
                  this  Agreement.  This retainer shall be credited  against any
                  fees  pursuant  to  paragraph  3(d) in the  event a  Financing
                  occurs.

              (d) A placement fee (the "Placement  Fee") equal to the sum of (i)
                  seven  percent (7%) of the  principal  amount of any preferred
                  stock or common stock, (ii) five percent (5%) of the principal
                  amount of  subordinated  notes  and/or  convertible  notes and
                  (iii) one and a half percent (1 1/2%) of the principal  amount
                  of any  secured  revolving  credit  facility  or other  senior
                  secured debt. The Placement Fee will be payable  regardless of
                  the size of the  Financing  and  whether or not the  Financing
                  occurs in one  transaction  or a series of  transactions.  The
                  Placement Fee shall be payable in cash upon  consummation  of,
                  and out of the proceeds of, the  proposed  Financing  and as a
                  condition to the closing of such Financing.

              (e) Warrants to purchase a fraction of the Company's  equity equal
                  to three  percent  (3%) of the common  shares or common  share
                  equivalents  sold  in  the  Financing  (the  "Warrants").  The
                  Warrants  shall be granted  upon the closing of the  Financing
                  and shall be exercisable for a five-year period commencing one
                  year from  their date of  issuance  at an  aggregate  exercise
                  price  equal to 125% of the price of the equity  raised in the
                  Financing with "cashless" exercise provisions.  The percentage
                  of  equity  to be  purchased  shall be  subject  to  customary
                  anti-dilution provisions. The holders of the Warrants shall be
                  entitled  to  one  demand  registration  right  and  unlimited
                  "piggy-back"  registration  rights. The Company shall bear all
                  costs and expenses in connection with such registrations.

4.       Sutro's Expenses - In addition to the foregoing fees, and regardless of
         whether  the  Financing   contemplated  by  this  letter  agreement  is
         consummated,  the Company  agrees to promptly  reimburse  Sutro for all
         reasonable out-of-pocket expenses,  including, but not limited to, such
         costs  as  printing,   telephone,   fax,  courier   service,   copying,
         accommodations,   roadshow,   travel,  and  direct  computer  expenses,
         secretarial  overtime  and  fees and  disbursements  of  Sutro's  legal
         counsel,  if any.  Total  reimbursements  for  expenses  related to the
         Financing  shall not exceed  $100,000.  Expenses will be billed monthly
         and payable within 15 days of receipt of such billing. The Company also
         agrees to, prior to the mailing of any  Memorandums  to any Parties and
         prior to the commencement of the Financing  roadshow,  to (i) reimburse
         to Sutro any billed but unpaid  expenses,  and (ii) make an  additional
         expense  reimbursement payment of $25,000 so as to prefund the Roadshow
         expenses to be incurred by Sutro. Additionally, the Company agrees that
         Sutro is not  responsible  for the fees and  disbursements  of  special
         counsel  for the  investors,  whether  or not  these  transactions  are
         completed. The

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         Company  agrees  to  promptly   reimburse   Sutro  for  all  reasonable
         out-of-pocket   expenses,   provided   however  that  all   outstanding
         out-of-pocket  expenses shall be payable in cash upon  consummation  of
         the proposed Financing.

5.       Term and Termination  Rights - It is understood that the Company hereby
         engages Sutro on an exclusive basis for investment banking services for
         a term (the "Term")  commencing  on the date hereof and ending on March
         31, 2000. The Term shall be automatically renewed for successive 90-day
         periods unless either party gives written notice to the other within 30
         days of the  expiration of the Term of its desire that this  engagement
         expire.

         Notwithstanding the foregoing,  Sutro may at its sole option, terminate
         its  obligation  hereunder  without  liability  if,  in the  reasonable
         opinion of Sutro,  a change has  occurred  in the  Company's  financial
         condition,  results of operations,  properties,  business prospects, or
         the  composition  of the  Company's  management  or Board of Directors,
         which,  in  Sutro's  sole  determination  has  adversely  effected  the
         marketability of the Company.  The remaining  provisions of this letter
         relating to the payment of fees earned and expenses  incurred  prior to
         the end of the Term and the Indemnification Agreement shall survive any
         termination  or  expiration  of the  engagement  or the  completion  of
         Sutro's services.

         If  during  the  Term,  or  within  the  twelve  months  following  the
         expiration thereof,  (a) a financing  transaction or transactions occur
         for the benefit of the Company which involves a Party (i) identified to
         the  Company  by Sutro or (ii)  with  whom the  Company  or Sutro had a
         discussion regarding the Financing during the engagement and whether or
         not such discussions were initiated by Sutro, or (b) the Company enters
         into a  definitive  agreement  with any such Party  specified in (i) or
         (ii) above which  subsequently  results in a financing  transaction  or
         transactions,  then the Company will be obligated to pay Sutro the fees
         and expenses of Sections 3 and 4.

6.       Information - In connection with Sutro's engagement the Company and its
         advisors will furnish Sutro with all data,  material,  and  information
         concerning  the Company  (the  "Information")  which  Sutro  reasonably
         requests,  all of which will be accurate  and  complete in all material
         respects,  except with respect to the  Company's  financial  statements
         which shall present  fairly the financial  position of the Company,  to
         the best of the Company's knowledge, at the time furnished. The Company
         recognizes  and  confirms  that in advising it and in  undertaking  the
         assignment,  Sutro  will be using and  relying on the  Information  and
         financial  and  other  information  furnished  to  Sutro  by  potential
         interested Parties, without independent  verification.  Moreover, Sutro
         will not  perform  any  appraisal  of the assets or  businesses  of the
         Company or any Party. Sutro is hereby authorized to use and deliver the
         Information,  and any  other  data  obtained  by  Sutro  from  reliable
         published sources,  to prospective  interested  Parties.  In connection
         with the engagement of Sutro hereunder,  the Company has entered into a
         separate letter agreement,  dated as of the date hereof,  providing for
         the indemnification of Sutro and certain related parties by the Company
         (the "Indemnification Agreement").

7.       Confidentiality  - Sutro will keep confidential and not disclose to any
         third party any confidential  information of the Company made available
         to Sutro pursuant to Section 7 hereof by the Company,  and will use the
         confidential   information  only  in  connection  with  the  engagement
         hereunder;  provided,  however, such confidential information shall not
         include any  information  already  available to or in the possession of
         Sutro prior to the date of its disclosure to Sutro by the Company,  any
         information  in  the  Memorandum  or in  other  investor  materials  or
         generally  available to the public,  or any  information  which becomes
         available to Sutro on a  non-confidential  basis from a third party who
         is not  bound  by a  confidentiality  obligation  to the  Company;  and
         provided further,  that such confidential  information may be disclosed
         (i) to partners,  employees,  agents,  advisors and  representatives in
         connection with its engagement hereunder,  who shall be informed of the
         confidential  nature of the  information  and that such  information is
         subject to a  confidentiality  agreement  (ii) to any  person  with the
         written consent of the Company, including to any prospective investors;
         or (iii) if, upon the advice of counsel, Sutro is compelled to disclose
         such information.


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8.       Governing Law - This letter agreement and the Indemnification Agreement
         constitute  the  entire  agreement  between us and  supersede  and take
         precedence over all prior agreements or understandings  whether oral or
         written,  between  Sutro and the Company with respect to the  Financing
         and may only be modified by written  agreement  which is signed by both
         parties.   This  letter  agreement  and  the  related   indemnification
         agreement  referred to above shall be deemed made in  California.  Such
         agreements  shall be governed  by the laws of the state of  California,
         without  regard to such  state's  rules  concerning  conflicts of laws.
         Should  suit  be  brought  to  enforce  this  letter  agreement  or the
         Indemnification  Agreement,  the prevailing  party shall be entitled to
         recover from the other  reimbursement  for reasonable  attorneys' fees.
         Any dispute arising from the interpretation, validity or performance of
         this  letter  agreement  or any of its  terms and  provisions  shall be
         submitted  to binding  arbitration  with the  National  Association  of
         Securities Dealers in Los Angeles, California.

Please confirm that the foregoing  correctly sets forth our agreement by signing
and returning to us the enclosed  duplicate  copy of this letter  agreement.  We
look  forward  to  working  with you and to the  successful  conclusion  of this
assignment.

                                      Very truly yours,

                                      Sutro & Co. Incorporated

                                      By:  /s/ Scott E. Wendelin
                                           -------------------------------------
                                           Scott E. Wendelin
                                           Director of Investment Banking

Accepted and Agreed to as of the date written above:

ebank.com, Inc.


By:  /s/ Rich Parlontieri
    ------------------------------------------
      Rich Parlontieri
      Chairman and Chief Executive Officer



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