EAB Systems (Australia) Limited Letter Disputing Termination of Agreement with WealthCraft Systems Limited and Kelly J. Tallas

Summary

EAB Systems (Australia) Limited sent this letter to WealthCraft Systems Limited and Kelly J. Tallas, disputing their attempt to terminate an agreement dated February 15, 2008. EAB asserts that WealthCraft and Tallas do not have valid grounds for termination, accuses them of breaching the agreement, and demands retraction of a public announcement about the termination. EAB gives them seven days to withdraw the termination notice or face potential legal action to enforce the agreement. The letter emphasizes EAB's intent to protect its legal rights if the agreement is not honored.

EX-10.1 2 e604031_ex10-1.txt [LOGO] EAB Systems 27 June 2008 Via Email and Courier WealthCraft Systems Limited Unit A, 9/F On Hing Building, On Hing Terrace, Central, Hong Kong Attention: Mr. Kelly J. Tallas Dear Kelly, Purported termination of Agreement. We refer to the Agreement dated 15 February 2008 between EAB Systems (Australia) Limited, Wealthcraft Systems Limited and Kelly J. Tallas. We note that you say that this agreement has been terminated by way of your e-mail of 20 June 2008 and subsequent letter of 20 June, 2008 received 1.41pm on 25 June 2008. Please be clearly advised that EAB Systems (Australia) Limited does not accept both your personal and Wealthcraft's purported termination of the agreement. We refer you to Clause 3.1 of the Agreement which places the obligation to raise capital on Wealthcraft Systems Limited. Its failure to raise capital is not a ground for termination of the agreement. We also note that, under the Agreement, you personally have an obligation to use reasonable endeavours to sign the employment agreements referred to in Clause 4, and we can see no evidence of you having done so. Wealthcraft Systems Limited has published a misleading announcement on the OTCBB and EAB Systems (Australia) Limited demands that this announcement be retracted immediately, or alternatively the market be immediately notified that EAB Systems (Australia) Limited disputes Wealthcraft Systems Limited and Kelly's right to terminate the agreement and has reserved its rights. Accordingly, EAB Systems (Australia) Limited advises Wealthcraft Systems Limited and you personally that both Wealthcraft Systems Limited and you are in breach of the Agreement and, as a consequence, EAB Systems (Australia) Limited reserves its rights. Unless Wealthcraft Systems Limited and you personally both confirm that the purported notice of termination is withdrawn within 7 days, then EAB Systems (Australia) Limited will have no alternative but to take steps to protect its legal rights, which may include seeking specific performance of the Agreement. We expect you and Wealthcraft Systems Limited to honour this Agreement. Otherwise, EAB Systems (Australia) Limited reserves its rights generally in regard to this failure to perform under this Agreement. Yours faithfully EAB Systems (Australia) Limited Douglas Wong Managing Director ___________________________________ EAB Systems (Australia) Ltd Suite 2, Level 4, 88 Jephson Street, Toowong QLD 4066, Australia 2401-2 & 9, AIA Tower, 183 Electric Road, North Point, Hong Kong ____________________________________ Tel: 25766000 Fax: 25766828 Direct: 28350029 Email: ***@*** Web : www.eabsystems.com - -------------------------------------------------------------------------------- EAB Systems (Australia) Limited 2401-2 & 9 AIA Tower, 183 Electric Road, North Point, Hong Kong Telephone: (852) 2576 6000 | Fax: (852) 2576 6828