Fill and Sign the Business People Electronic Associates Replaces Its Form

Electronic Associates, Inc.185 Monmouth Parkway West Long Branch, NJ 07764 (908) 229-1100 June 7, 1994 Dear Shareholder: You are invited to attend a Special Meeting of the shareholders of Electronic Associates, Inc. (the "Company" or "EAI") to be held at the offices of Mesirov, Gelman, Jaffe, Cramer & Jamieson, 1735 Market Street, Philadelphia, Pennsylvania 19103, on June 28, 1994, at 10:00 a.m., Eastern Daylight Savings Time. At the meeting, you will be asked to vote upon a proposed private placement of securities of the Company, including the issuance and sale by the Company of up to 2,500,000 units, each consisting of one share of EAI Common S ' tock and one warrant to purchase one share of EAI Common Stock. In addition, you will be asked to vote upon the Company's 1994 Equity Incentive Plan (the "Equity Incentive Plan" or the "Plan"). THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE ABOVE TRANSACTION AND THE EQUITY INCENTIVE PLAN AND RECOMMENDS THAT YOU VOTE FOR THE PROPOSED PRIVATE PLACEMENT AND THE EQUITY INCENTIVE PLAN. THE BOARD OF DIRECTORS BELIEVES THAT THE TRANSACTION AND THE EQUITY INCENTIVE PLAN ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. Your vote is important. The proposed private placement of securities and the Equity Incentive Plan will be very important to the future of the Company, and I urge you to read the enclosed Proxy Statement carefully. Please sign and mail promptly the enclosed Proxy, whether or not you intend to be present in person at the Special Meeting. If you attend the Special Meeting, you may vote your shares in person even if you have previously submitted a Proxy. Only shareholders of record at the close of business on June 6, 1994, are entitled to notice of and to vote at the meeting or any adjournment thereof. Very truly yours, JAMES F. SHANLEY Vice President, Finance and Secretary