Concept Communications Inc, et al. · SC 13D/A · Nostalgia Network Inc · On 1/25/96 · EX-99.5

Filed On 1/25/96   ·   SEC File 5-36493   ·   Accession Number 1004597-96-2

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          21±    96K 
                          Ownership                                              
 2: EX-99.0     Miscellaneous Exhibit                                  4±    24K 
 3: EX-99.1     Miscellaneous Exhibit                                  7±    31K 
 4: EX-99.2     Miscellaneous Exhibit                                  1      8K 
 5: EX-99.3     Miscellaneous Exhibit                                  4±    23K 
 6: EX-99.4     Miscellaneous Exhibit                                  4±    23K 
 7: EX-99.5     Miscellaneous Exhibit                                  1      9K 

EX-99.5   ·   Miscellaneous Exhibit

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Concept Communications, Inc.                

October 2, 1995               

The Nostalgia Network, Inc.                                                     
c/o 144 Committee                                                               
650 Massachusetts Avenue, N.W.                                                  
Washington, D.C.  20001                                                         

Attention:  Professor William Lash                                              

Gentlemen:                                                                      

In a letter agreement between Concept Communications, Inc.            
("Concept") and The Nostalgia Network, Inc. ("Nostalgia") dated                 
March 29, 1995, executed contemporaneously with a promissory note               
in the amount of $1,500,000 by Nostalgia in favor of Concept, the               
parties agreed in the second sentence of section 4 substantially                
as follows:                                                                     
.   .   .               

". . .[I]n the event of any future sales of shares by Nostalgia                 
to a third party at a price less than the price to be agreed to                 
by Concept and Nostalgia with respect to the conversion of all                  
currently outstanding bridge loans, as well as the currently                    
contemplated bridge loan, Nostalgia would issue such number of                  
additional shares to Concept as to cause Concept's subscription                 
price to be adjusted to such lesser purchase price."                            
.  .  .               

As a further inducement for Concept to make an additional             
bridge loan or loans to Nostalgia, Nostalgia hereby agrees that                 
Concept's right to receive additional Nostalgia shares as set                   
forth in the above-mentioned letter agreement shall be calculated               
and adjusted on the basis of all outstanding loans from Concept                 
to Nostalgia as of the date of the conversion of such loans into                
equity.                                                                         

Please indicate your acceptance to the terms hereof by                
executing this agreement where indicated below.                                 
Yours truly,        

        CONCEPT COMMUNICATIONS, INC.

  By:  s/ Werner Seubert
Werner Seubert
Vice-President
ACCEPTED AND AGREED TO:                                                         
THE NOSTALGIA NETWORK, INC.                                                     

By:  s/  Martin A. Gallogly                                                     
Martin A. Gallogly                                                        
Vice-President                                                            

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D/A Filing		Date		Other Filings
		3/29/95
		10/2/95
Filed On / Filed As Of		1/25/96
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