Exhibit 99.2
THE THOMAS GROUP 416 Main Street
Suite 1112
INTERNATIONAL Peoria, IL 61502
A PROFESSIONAL CORPORATION
TEL. 309.637.8888
FAX 309.637.8838
September 12, 2000
Mr. Vern Kendrick, President
WavePower, Inc.
75 NE 6th Ave.
Del Ray Beach, FL 33483
Re: Notice of Rescission
Dear Mr. Kendrick:
I am writing to you as general counsel of Enter Tech Corporation. Please allow
this writing to serve as formal notice of rescission of that certain
Reorganization Agreement dated April 19, 2000 between Enter Tech Corporation and
WavePower (the "Agreement"). This letter also serves as formal demand for the
return of all stock and funds paid to you by Enter Tech pursuant to that
Agreement.
This rescission is based upon the fact that the Reorganization Agreement
contains several material misrepresentations as to the intellectual property
owned by WavePower, the status of the development of WavePower's products and
services, the ability of WavePower to bring its product to market, and the
overall originality and visibility of the WavePower concept. A partial list of
material misrepresentations is attached hereto. A more comprehensive list can be
provided should litigation of this matter prove necessary.
In order to avoid further action, please make immediate arrangements to return
all stock and proceeds directly to Enter Tech Corporation.
Very truly yours,
/s/ Stephen J. Thomas
Stephen J. Thomas
Copy: Mr. Vern Kendrick, home address and faxed to same
Enter Tech Corporation
<PAGE>
PRELIMINARY LIST OF MATERIAL MISREPRESENTATIONS SET FORTH IN REORGANIZATION
AGREEMENT
A. Intellectual Property Owned by WavePower.
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Exhibit 2.2(d) sets forth a list of patents and trademarks. It appears that
none of these items has actually been prosecuted / registered. It is also not at
all clear that any effort has been made to ascertain whether this list of items
represents patentable or protectible property.
B. Status of the Development of Wave Power Products and Services.
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Despite affirmative representations to the contrary, it does not appear
that the Wave Power concept is any closer to fruition than it was when the
company was acquired. This raises serious doubts as to the veracity of the
representations and projections contained throughout the agreement, most notably
those set forth in Exhibit 2.2 (A-1).
C. The Ability of Wave Power to Bring Its Product to Market.
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It now appears that the management team at Wave Power is not qualified or
equipped to bring its products to market, despite affirmative representations to
the contrary.
D. The Overall Originality and Visibility of the Wave Power Concept.
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Several representations are made in the Reorganization Agreement which
suggest that Wave Power possesses unique or original solutions to the ASP
problem. In fact, it now appears that Wave Power will rely upon traditional
solutions and means of access, and that these solutions are neither original nor
particularly visible in the present internet environment.
