Exhibit "99.13"
Letter
Dated November 8, 2002
from
EMB Corporation
to
Xxxxxxx X. Xxxxxx and
Saddleback Investment Services, Inc.
November 8, 2002
Xxxxxxx X. Xxxxxx
c/o Saddleback Investment Services, Inc.
0000 Xx. Xxxxx Xx.
Xxxxx 000
Xxxxx Xxx, XX 00000
Re: Amended and Restated Purchase Agreement dated September 21, 2001
Dear Xx. Xxxxxx:
On behalf of EMB Corporation, I acknowledge receipt of your letter dated October
8, 2002 concerning the status of the Amended and Restated Purchase Agreement
dated September 21, 2001 (the "Amended and Restated Agreement") by and among EMB
Corporation ("EMB"), Xxxxxxx X. Xxxxxx ("Xxxxxx"), and Saddleback Investment
Services, Inc. ("Saddleback").
As a result of the general economic downturn over the past 11 months and other
factors the market value per share of EMB common stock has reduced
significantly. As a result the issuance of additional shares to you as requested
in your letter of October 8, 2002 cannot be completed inasmuch as the number of
authorized but unissued shares of EMB common stock is less than the number of
shares due you to satisfy the terms of Section 2.2(e) of the Amended and
Restated Purchase Agreement. Accordingly, it is with great regret that we must
concur with your request to rescind the Amended and Restated Purchase Agreement.
As of this date, we will direct our company's legal counsel to prepare the
documentation necessary to implement the rescission of the Amended and Restated
Purchase Agreement, the return of the subject common and preferred stock of EMB
and Saddleback to the respective parties, and to provide for a mutual release of
the parties thereto. We expect that all the requisite documentation will be
prepared and available for execution by Thursday, October 10, 2002.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
--------------------
XXXXX X. XXXXXXX
President
