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[LOGO] WealthCraft
June 20, 2008
Via Email and Courier
EAB Systems (Australia) Limited
Room 2401-2, 9
AlA Tower
1 83 Electric Road
North Point, Hong Kong
Attn: Mr. Douglas Wong
Dear Douglas,
I am writing in reference to the Heads of Agreement dated February
15, 2008 by
and among EAB Systems (Australia) Limited (EAB), WealthCraft
Systems Inc.
(WealthCraft) and me, and the related telephone conferences and
email
communications that we have exchanged over the past few months.
At the outset, I want to make clear that we believe that the
Agreement was only
binding in that it set forth the starting point for a more
definitive
understanding of all of the various terms that were required in
order for us to
proceed, each of which is dependent on aH other matters being
agreed up. Looking
back at your emails of April 14, 2008, we believe that it is also
your
understanding that we do not have a completed transaction. Further,
you have
indicated to me a couple of times, including in your email of April
17, 2008,
that investment bankers seeking to aid in the financing of
WealthCraft have
raised many questions about how the transaction was to be
structured.
It is our view that in, in addition to the Master License
Agreement, the Heads
of Agreement required that, in order for our transaction to be
completed,
WealthCraft would need a capital raise of between $5 million and
$20 million.
This fundraising was the minimum that we mutually agreed would be
required to
make the rights grante
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