28th September 2006

We the 100% Share Holders and local Directors of Vmoksha Technologies Ltd - Mauritius here by confirm that none of our shares are in any escrow account.

We also hereby confirm that our agreement with M/s Helios & Matheson lapsed/expired on 9th Sept 2005. M/s Helios & Matheson did not complete any of its obligations in regards to the Sale Purchase Agreement.

The escrow agents did not extend the lapsed / expired agreements. On numerous occassions the escrow agents confirmed the non fullfillments of obligations by Helios and Matheson.

  • Helios & Matheson did not deposit the required preferential shares in the escrow account which was one of the most basic requirement of the Sale Purchase Agreement.
  • Helios &Matheson did not deposit an original bankers draft Rs. 1.2 Crores as a walk away fee in to the escrow account which was the second most basic requirement of the Sale Purchase Agreement.
Instead sent the following photo copy only

murali <murali@heliosmatheson.com>
07/12/2005 09:15 PM

To: n.v.sivakumar@in.pwc.com
Cc: rk@khaitanco.com, Pawan@Vmoksha.comSubject
Re: Documents held in Escrow

To Escrow Agents:

A scanned copy of the pay order for Rs.1.2 cr is attached. Kindly arrange to return the cheque.

Best regards
Muralikrishna

Due to the above two basic conditions having not met by Helios & Matheson the agreements lapsed / expired after 120 days on 9th sept 2005.

We Vmoksha Technologies Ltd - Mauritius are an independent Share Holding company.

We also hereby confirm that we the shareholders and local directors have never remitted any funds to M/s Helios & Matheson which they are portraying to have received from us in their annual report of 2006.

 

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