Exhibit 99.3

December 12, 2003

Obsidian Enterprises, Inc.
111 Monument Circle
Suite 4800
Indianapolis, IN 46204

                                    AGREEMENT

This  Agreement sets forth the terms and  conditions  under which  Innisfree M&A
Incorporated  ("Innisfree")  has been  retained  by Obsidian  Enterprises,  Inc.
("OEI") to provide  consulting  and analytic  services and to act as Information
Agent in connection with its proposed acquisition of Net Perceptions,  Inc. (the
"Offer").

1.   The term of this Agreement shall be 90 days from the date of its execution,
     unless extended further by OEI. During the term of any such extension,  OEI
     will pay Innisfree $2,500 per month.

2.   In connection with this Agreement,  OEI will pay Innisfree a fee of $25,000
     ("Fixed Fee"),  payable upon execution of the  Agreement.  In addition,  if
     Innisfree is requested  to make calls to or receive  calls from  individual
     recordholders or non-objecting  beneficial owners ("NOBO's"),  OEI will pay
     Innisfree  $5.00 per such call,  which amount  includes  all line  charges.
     Notwithstanding  the  foregoing,  the fees for the first 500 incoming calls
     are  included in the Fixed Fee. In the event of a proxy  contest or consent
     solicitation,  OEI  agrees to retain  Innisfree,  and  Innisfree  agrees to
     represent OEI, at fees to be mutually determined.

3.   In connection with Innisfree's services under this Agreement, OEI agrees to
     reimburse  Innisfree,  pay  directly,  or, where  requested by Innisfree in
     special  situations,  advance  sufficient funds to Innisfree for payment of
     the following costs and expenses:

     a.   Freight  and  postage   expenses   incurred  in  connection  with  the
          distribution of Offer documents;

     b.   Expenses Innisfree incurs in working with your agents or other parties
          involved in the Offer, including any charges for bank threshold lists,
          data  processing,  directory  assistance,  facsimile  transmissions or
          other forms of electronic communication;

     c.   Expenses  Innisfree incurs at OEI's request or for OEI's  convenience,
          including those incurred in the preparation and placement of newspaper
          ads  including  typesetting  and space  charges,  printing  additional
          and/or supplemental material, copying, and travel;

     d.   Fees and  expenses  authorized  by OEI  resulting  from  extraordinary
          contingencies which may arise during the course of the Offer.

         In instances where Innisfree incurs and pays such costs and expenses as
         listed above to third parties on behalf of OEI, OEI agrees to pay
         Innisfree a service fee of five percent of such costs and expenses.

4.   Innisfree  agrees to review and pay on OEI's  behalf  charges  rendered  by
     banks, brokers or their agents for forwarding Offer documents to beneficial
     owners. To ensure that sufficient funds are available for prompt payment of
     such  charges,  OEI agrees to advance  monies for the  anticipated  charges
     prior to the distribution of such material. In addition,  OEI agrees to pay
     Innisfree a service fee of $5.00 for each invoice  relating to such charges
     paid on OEI's behalf.

5.   Innisfree hereby agrees not to make any representations not included in the
     Offer documents.

6.   OEI  represents  to  Innisfree  that it will  comply  with,  and  Innisfree
     represents to OEI that it will comply with, applicable  requirements of law
     relating to the performance of services under this Agreement.

7.   OEI agrees to  indemnify  and hold  Innisfree  harmless  against  any loss,
     damage,  expense (including,  without  limitation,  legal and other related
     fees  and  expenses),   liability  or  claim  arising  out  of  Innisfree's
     fulfillment  of the  Agreement  (except  for  any  loss,  damage,  expense,
     liability  or  claim   resulting  out  of  Innisfree's  own  negligence  or
     misconduct).  At its  election,  OEI may  assume  the  defense  of any such
     action.  Innisfree  hereby  agrees to advise OEI of any such  liability  or
     claim promptly after receipt of the notice thereof;  provided however, that
     Innisfree's right to indemnification  hereunder shall not be limited by its
     failure to promptly  advise OEI of any such  liability or claim,  except to
     the extent that OEI is  prejudiced  by such  failure.  The  indemnification
     contained in this paragraph will survive the term of the Agreement.

8.   Innisfree  agrees  to  preserve  the   confidentiality  of  all  non-public
     information provided by OEI or its agents for its use in providing services
     under this agreement, or information developed by Innisfree based upon such
     non-public information.

If the above is agreed to by you, please sign and return the enclosed  duplicate
of  this  Agreement  to  Innisfree  M&A  Incorporated,  Attention:  Jennifer  M.
Shotwell, 501 Madison Avenue, 20th Floor, New York, NY, 10022.


ACCEPTED:

Obsidian Enterprises, Inc.          INNISFREE M&A INCORPORATED


By:   /s/ Timothy S. Durham         By:  /s/ Arthur B. Crozier
    ---------------------------         ---------------------------
    Timothy S. Durham                   Arthur B. Crozier
                                        Co-Chairman
Title:  Chairman and Chief
        Executive Officer
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Date   December 15, 2003
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