Exhibit 10.20


 


ANTHONY F. GIORDANO


 


THE ANTHONY F. GIORDANO FAMILY
LIMITED PARTNERSHIP III


 


September 27, 2004


 


Weida Communications,
Inc.

515 East Las Olas Boulevard, Suite 1350

Fort Lauderdale, Florida

Attention: Chief Executive Officer


 


Gentlemen:


 


This letter agreement
(“Agreement”) constitutes the binding agreement of the Anthony F. Giordano
Family 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 working
capital requirements of Weida, on the terms described below.


 


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


 


2.                                       Effect of Other Financing. The Maximim
Funding Amount shall be reduced on a dollar-for-dollar basis by any equity or
debt financing obtained by the Company after Commencement Date.


 


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


 


(i)                                     Lender has sufficient
net worth and liquid assets to fulfill its funding obligations hereunder;


 


(ii)                                  Lender has the capacity
and authority, and is duly authorized to enter into and to perform this
Agreement;


 


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


 


(iv)                              Lender understands that
the Company is relying on Lender’s fulfillment of its funding obligations under
this Agreement.


 


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





	
  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 and
acknowledged:


 


September 27, 2004


 


	
  WEIDA COMMUNICATIONS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell Sepaniak

  	
   

  
	
   

  	
   

  	
  Mitch Sepaniak

  
	
   

  	
   

  	
  President

  
					



 


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