Exhibit "99.12"
Letter
Dated November 5, 2002
from
Xxxxxxx X. Xxxxxx
to
EMB Corporation
November 5, 2002
Xxxxx X. Xxxxxxx, President
EMB Corporation
0000 Xxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxx Xxxxx, XX 00000
Re: Amended and Restated Purchase Agreement dated September 21, 2001
Dear Xx. Xxxxxxx:
This letter pertains to the failure of EMB Corporation to perform its
obligations pursuant to that certain Purchase Agreement dated September 30, 2001
(the "Agreement"), by and among EMB Corporation ("EMB"), Xxxxxxx X. Xxxxxx
("Xxxxxx") and Saddleback Investment Services, Inc. ("Saddleback").
Section 2.2(e) of the Agreement provides that, as additional consideration for
the sale of the Saddleback common stock by Xxxxxx to EMB, EMB will issue
additional common stock of EMB to Xxxxxx, based upon the per share market value
of EMB common stock on September 1, 2002. As of this date, EMB has not issued
such additional stock, calculated pursuant to the provisions of Section 2.2(e)
to be 9,750,000 shares. EMB is in breach of this covenant and, thus, there will
have been a failure of consideration for the underlying transaction that was the
subject of the Agreement.
Accordingly, I hereby make demand upon EMB to cure such default and to provide
evidence to me on or before 5:00 p.m. PDT, October 9, 2002 that EMB will cause
such additional 9,750,000 shares of EMB common stock to be issued and delivered
to me no later than October 10, 2002, thereby curing such impending default. The
failure of EMB to do so, will necessitate my unilateral rescission of the
Agreement to return each of the parties to their respective positions held prior
to the effectiveness of the Agreement.
Please respond to this letter within the time constraints set forth herein.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
