EXHIBIT 1.2
[FIRST UNION SECURITIES, INC. LETTERHEAD]
July 20, 2001
STRICTLY CONFIDENTIAL
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The Intercept Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Financial Officer
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
This letter constitutes the agreement between The Intercept Group, Inc.
(the "Company") and First Union Securities, Inc. ("FUSI") that FUSI will serve
as a financial advisor of the Company in connection with its equity offering
filed on July 10, 2001. A nonrefundable cash fee of $250,000 for financial
advisory services will be payable upon closing of the equity offering. This fee
is addition to any other fees payable in connection with the offering. In
acknowledgment that the foregoing correctly sets forth the understanding reached
by FUSI and the Company, please sign in the space provided below, whereupon this
letter shall constitute a binding agreement as of the date indicated above.
Sincerely,
FIRST UNION SECURITIES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Accepted and Agreed:
THE INTERCEPT GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President CFO