William Whelpley, Jr. - Page 12

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             expected to be repaid either in cash or with an equity                    
             interest in CPI.  Mr. Flaherty's letter states as follows:                

                  Dear Mr. Whelpley:                                                   
                       This letter is to confirm our conversation                      
                  as you requested regarding the accounting                            
                  treatment of the investment made by Weeden in                        
                  Whelpley related projects in 1987.  According                        
                  to our records, Weeden funded the development                        
                  of the business plan and prototype device with                       
                  approximately $103,000.00 as confirmed by my                         
                  1987 letter.                                                         
                       Whelpley Associates, Inc. and Communications                    
                  Processors, Inc. are thought to be essentially                       
                  the same by Weeden Capital Management, Inc.                          
                  They were considered to be a joint vehicle for                       
                  developing the ideas that surrounded a certain                       
                  business concept which you and we originated.                        
                  Communications Processors, Inc. was intended to                      
                  be separated from Whelpley Associates, Inc. when                     
                  other outside funding was secured.                                   
                       Weeden was interested in accelerating the                       
                  availability of a particular product design to                       
                  accommodate an initial customer.  To that end and                    
                  pursuant to an agreement, Weeden advanced funds                      
                  in the amount indicated above to cover operating                     
                  expenses associated with that development.  The                      
                  Amounts that were advanced, as loans, to Whelpley                    
                  Associates, Inc. and yourself were to be                             
                  recovered either; (1) in the form of loan repay-                     
                  ments, or (2) convertible into equity in the                         
                  projects that CPI and WAI were pursuing.  Weeden                     
                  considers amounts advanced to be returnable as                       
                  equity in any business entity that results from                      
                  the activity funded in 1987.                                         
                                                 Sincerely,                            

                                                 Thomas L. Flaherty                    








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