Fill and Sign the I Apologize for the Delay in Responding to Your Letter of Form

Instruction: This is a model letter. Adapt to fit your facts and circumstances. DATE NAME ADDRESS LINE 1 ADDRESS LINE 2 CITY, STATE ZIP CODE VIA HAND DELIVERY Re: Dear : I apologize for the delay in responding to your letter of . I appreciate your patience. With regard to Request No. 1 and 2, it is my understanding that no such documents exi st. I assume that you are asking for these documents because they are referenced in t he organizational minutes of the corporation. However, as I explained to you previously, , and apparently used the standard minutes provided with their corporate kit and did not spec ifically include this language because any such assignment of subscription rights or proposal e xisted. I would note, however, that the corporate documents do reflect that was t ransferring all of the assets and liabilities of his sole proprietorship as of to the corpora tion in exchange for the stock issued to him and his wife. As to Request No. 3, it is my client's position that you are not entitle d to any financial statements of the corporation from through . During this period, the busines s was a sole proprietorship and owned no interest whatsoever therein. As a result , we do not believe that this request is proper or relevant to the issues between the parties. We are agreeable to providing you the financial statement for because this statement refl ects the assets and liabilities of the sole proprietorship that were transferred to in exc hange for the stock issued to and . As you requested, a copy of the deposit slip showing a check from in the a mount of $ is enclosed herewith. It is our position that this $ represent s a loan from which was evidenced by a Promissory Note. It is my understanding that the parties had agreed and provided in the Promissory Note that had the option of repaying the Promissory Note by issuing to 25% of the outstanding stock of upon incorporation in . F urther, it is my understanding that the Promissory Note was repaid by the issuance of 250 shares to   , that returned the original Promissory Note marked "paid" and that my c lient, to the best of his recollection, subsequently destroyed it. Finally, enclosed herewith please find copies of the checks issued to from through his date of termination. Also enclosed you will find a copy of a Personal Da y and Vacation Ledger regarding which illustrates that was absent seve n days without pay from through . paid for this period even though he did not have any personal or vacation leave available. It is our position that this pay offsets any amounts which claims to be due from . In fact, it is my calculation that was over pa id one day and we hereby make demand that such amount be repaid to Specialty. A copy of regarding pe rsonal days is also enclosed for your benefit. Should you have any questions or would like to discuss this matter, please do not he sitate to call. Sincerely, By: : Enclosures cc: