26 September, 2006
Ms Noga Confino
1 Drake Road
Brockley
London SE4 1QH
We refer to Buyer Series 2B Loan Note issued on 28 October 2005 with a Maturity Date of 30
September 2006 and the Deed of Variation and Settlement relating to the sale and purchase of the
entire issued share capital of Double Helix Solutions Limited dated 28 October 2005 (the “Variation
Deed”). Capitalized terms as used in this letter shall have the same meaning as set out therein.
We note that under the terms of the Buyer Series 2B Loan Note, the sum of £111,684.38 including
interest is due to you on 30 September 2006 and that under the Variation Deed we are entitled to
deduct the sum of £35,703.025 from the sum to be paid to you under the Buyer Series 2B Loan Note in
relation to a FURB claim pending Final Determination of the FURB claim.
We propose that notwithstanding Clause 2(a) of the Note payment of both the principal amount and
all Interest accrued thereon payable under the Note be made by the issue of 101,926 shares of
common stock of the Borrower to the Holder (the “Shares”), which number of Shares was determined
based upon the volume weighted average price of our common stock during the trading hours of 9.30am
to 4pm (Eastern Standard Time) over the preceding ten trading days ending on September 25, 2006 and
using the mid market spot rate for the conversion of pounds sterling into US Dollars on September,
25 2006 as published in the London edition of the Financial Times on September 26, 2006. Such
payment shall be in full satisfaction of all liabilities and obligations of the Borrower to the
Holder under the Note which shall be deemed satisfied and cancelled upon your acceptance of this
proposal, subject to the issuance of the Shares as provided herein.
We propose that 69,351 Shares be issued to you on the date hereof (the “First Shares”) and that
32,575 Shares be withheld (the “Second Shares”) in relation to the FURB claim and be dealt with in
accordance with paragraph 2.2(b) of Schedule 7 of the Share Sale and Purchase Agreement as amended
by the Second Schedule of the Variation Deed.
In consideration of your agreement to receive payment of the Note by way of the Shares in lieu of
cash, we agree to use all reasonable efforts to file a registration statement covering the Shares
promptly after the date of issue (and, in the case of the First Shares, in any event by no later
than 31 October 2006) and to make all other filings required by SEC rules or requested by the SEC
in order for the registration statement to become effective. For the avoidance of doubt, upon such
filings becoming effective, the limitations in respect of the sale of shares held by the Holder in
the Borrower imposed pursuant to Clause 15 of the share sale and purchase agreement dated 24 March
2005 relating to Double Helix Solutions Limited (as amended), will not apply to the sale of the
Shares after the registration statement becomes effective (providing that such limitations shall
continue to apply, to the extent applicable, in all other respects to any other shares held by the
Holder in the Borrower).
We also have received written instructions from you requesting that the Shares be issued in
certificated form and will procure that you are recorded in the Buyer’s stock registers as the
holder of the shares then issued and the relative stock certificates be issued to you. We note
that we can reissue the shares in uncertificated form following the registration statement becoming
effective if you surrender the certificated shares to the Borrower at that time.
The proposal set out in this letter, if accepted, shall be governed by and construed in accordance
with, and enforced under, the laws of the state of Maryland, without regard to the conflicts of law
principles thereof.
Please confirm your agreement to the proposals set out in this letter by signing where indicated
below.
Yours faithfully
/s/ Steven R. Delmar
Duly authorized signatory
for and on behalf of
ACE**COMM Corporation
AGREEMENT
We irrevocably agree to the proposal from ACE**COMM Corporation to us as set out above relating to
the repayment of the Buyer Series 2B Loan Note issued on 28 October 2005.