Exhibit 99.10
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[LETTERHEAD OF EMB CORPORATION]
September 3, 2002
Xxxxxx X. Xxxxxxxx, President
FGFC Holdings, Inc.
0 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx Xxx, XX 00000
Re: Purchase Agreement dated September 30, 2001
Dear Xx. Xxxxxxxx:
On behalf of EMB Corporation, I acknowledge receipt of your letter dated August
29, 2002 concerning the status of the Purchase Agreement dated September 30,
2001 (the "Agreement") by and among EMB Corporation ("EMB"), FGFC Holdings, Inc.
("FGFC"), and First Guaranty Financial Corporation ("First Guaranty").
As a result of the general economic downturn over the past 11 months EMB has
been unable to secure the additional debt or equity financing to satisfy the
terms of Section 2.2(f) of the Purchase Agreement. Nor, do we expect to be able
to satisfy those provisions before September 30, 2002, as called for in the
Agreement. Accordingly, it is with great regret that we must concur with your
request to rescind the 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 Purchase Agreement,
the return of the subject common and preferred stock of EMB and First Guaranty
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 Friday, September 6, 2002.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
President
