Change of Ownership

Sample Letter

RoundAbout Technology, Inc.

February 29, 2003

Mr. Rodney Jones

Business Opportunity Specialist

U.S. Small Business Administration

1110 Vermont Avenue, N.W., 9^th Floor

Washington, DC  20005

Dear Mr. Jones:

This is to inform the U.S. Small Business Administration (SBA) of my intention to propose a change in ownership for my company.

As you know my company is owned and controlled by the following individuals:

John Orange, President, CEO, 51% disadvantaged owner

Erma Orange, VP, Treasurer, 49% disadvantaged owner

(Also members on the Board of Directors)

Per the enclosed minutes dated June 30, 2003, it was unanimously decided to receive prior approval from the SBA requesting the following changes in management and ownership:

John Orange, CEO, 51% disadvantaged owner

Erma Orange, VP, Treasurer, 29% disadvantaged owner

Curtis Brown, CFO, 20% non-disadvantaged owner

(Also members on the Board of Directors)

Enclosed herewith are the following documentation for your review and approval:

-SBA Form 1010, Application for 8(a) Business Development

-SBA Form 413, Personal Financial Statement for Mr. Curtis Brown

-Resume for Mr. Brown

-Personal Tax Returns for Mr. Brown, including W-2s for the last two years

-IRS Form 4506 for Mr. Brown

-Organizational Chart

-SBA Form 1623 – Certification Regarding Debarment, Suspension, etc.

-Additional information such as copies of any stock contingencies, agreements, options, amended Articles of Incorporation, By-Laws, Minutes of Shareholders’ Meetings, Minutes of Board of Directors’ Meetings, Partnership Agreements, including any buy/sell agreements, if applicable.)

Please do not hesitate to contact the undersigned on (555)333-1212 if additional information is needed in this matter.

Sincerely,

John Orange

John Orange

President

RoundAbout Technology, Inc.

 Enclosures as stated above