October 23, 2000
Attn: Craig Leibell
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Re: Edge Technology Group, Inc. Common Stock
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Dear Sir or Madam:
Enclosed is an executed stock power under which Infinity
Investors Limited ("Infinity") transferred and sold 6,869,854
shares (the "Infinity Shares") of Edge Technology Group, Inc.
(formerly known as Visual Edge Systems Inc.) (the "Company"),
representing all of the shares of the Company owned by Infinity,
to Global Technology Value Partners Limited ("Purchaser").
Infinity is delivering to you, as the Company's stock
transfer agent, its stock certificates for the 6,869,854 shares
in the aggregate. Please cancel all of Infinity's stock
certificates and reissue a new certificate (the "New
Certificate") in the name of Purchaser. For your records,
Purchaser's address is Lister House, 35 The Parade, St. Helier,
Jersey JE2 3QQ. The New Certificate to Purchaser should bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
BE TRANSFERRED UNLESS THEY ARE SO REGISTERED
OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO
THIS CORPORATION, SUCH TRANSFER IS EXEMPT
FROM REGISTRATION.
The New Certificate should be mailed c/o HW Partners, L.P.,
1601 Elm Street, Suite 4000 Thanksgiving Tower, Dallas, Texas
75201.
(signature page follows)
<PAGE>
By its signature hereto, the Company and Purchaser each have
agreed with these instructions and directs you to follow the
same. Also enclosed is an opinion of Infinity's counsel with
respect to this transfer.
Thank you for your cooperation.
Sincerely yours,
INFINITY INVESTORS LIMITED
By: /S/ James A. Loughran
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Name: James A. Loughran
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Title: Director
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ACKNOWLEDGED AND AGREED:
EDGE TECHNOLOGY GROUP, INC.
By: /s/ Pierre Koshakji
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Name: Pierre Koshakji
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Title: Chief Executive Officer
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GLOBAL TECHNOLOGY VALUE PARTNERS LIMITED
By: /s/ Benjamin R. N. Warner
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Name: Benjamin R. N. Warner
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Title: Director
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