[TRINITY LETTERHEAD]
November 6, 2000
To: Subscribers of the June 2000 Private
Placement of Securities of Trinity Medical Group USA, Inc.
We are pleased to inform you that on October 20, 2000, we filed a
registration statement on Form SB-2 with the Securities and Exchange Commission
to register the shares of common stock of the Company that you subscribed for
through our June 2000 private placement. The number of shares registered on the
registration statement reflects the number of shares underlying each common
stock unit, with each common stock unit consisting of 1,000 shares of common
stock, par value $.001 (the "Common Stock"), and a warrant to purchase 1,000
shares of Common Stock, with an exercise price of $4.00 per share (the
"Warrant").
You will note that the Private Placement Memorandum ("PPM")
inadvertently referred to preferred series A stock rather than to common stock
units. Instead of referring to each unit of preferred series A stock being
ultimately convertible into 1,000 shares of Common Stock and a Warrant, the PPM
should have referred to common stock units because the Company did not have
preferred shares authorized. Since there is no change in the amount of shares of
Common Stock to be issued, you are entitled to 1,000 shares of Common Stock and
a Warrant for each unit you purchased.
Our records show that we have not issued you the shares of Common Stock
and a Warrant underlying the common stock units. Accordingly, we have instructed
our transfer agent to issue a stock certificate for your shares of Common Stock
and we will deliver the stock certificate and your Warrant to you upon receipt
from the transfer agent.
Please acknowledge your agreement with the foregoing by signing in the
space below and faxing a signed copy to the undersigned at 415-256-1994 as soon
as possible, so we may expedite the issuance of your Common Stock and Warrant.
We thank you for your continued support of the Company. If you have any
questions regarding the shares of Common Stock to be issued to you, please feel
free to call me.
Very truly yours,
Trinity Medical Group USA, Inc.
By: /s/ James S. Namnath
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Name: James S. Namnath
Title: Chief Executive Officer
Agreed and Acknowledged:
By:
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Name:
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