Exhibit 10.10 September 10, 1996 Dear Subscriber: We refer to the Private Placement Purchase Agreement between you and the Company dated June 7, 1996 ( the "Prior Agreement"). The Prior Agreement is hereby rescinded, as if it had never been signed....

 
                                                                   Exhibit 10.10



September 10, 1996



Dear Subscriber:

We refer to the Private Placement Purchase Agreement between you and the Company
dated June 7, 1996 ( the "Prior Agreement").  The Prior Agreement is hereby
rescinded, as if it had never been signed.  You will promptly deliver to the
Company, for cancellation, all instruments which were delivered to you under the
Prior Agreement.

Concurrently herewith, the Company and you are entering into a Private Placement
Purchase Agreement dated of this date and effective as of June 7, 1996 (the "New
Agreement").  Amounts paid by you to the Company under the Prior Agreement are
deemed to have been returned to you by the Company and to have been immediately
reinvested by you as the full purchase price for securities purchased by you
under the New Agreement.

Please confirm your agreement with the foregoing by signing and returning the
enclosed copy of this letter.

                                       ALL-COMM MEDIA CORPORATION


                                       By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
                                           ---------------------
                                           ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
                                           President

Agreed:


/s/ Subscriber
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By: