FORECROSS CORPORATION
 (the "Company")

TO: ALL HOLDERS OF COMMON SHARES IN THE CAPITAL OF THE COMPANY

Please be advised that on July 2, 1997, the Company received the resignation of 
its current auditor, Coopers & Lybrand L.L.P. ("Coopers & Lybrand"). By 
resolution dated September 10, 1997, the Board of Directors of the Company 
appointed BDO Seidman, LLP ("BDO Seidman") as the new auditor of the Company 
effective September 10, 1997.

The Company reports that there have been no reservations in the auditor's 
reports of Coopers L Lybrand for the last two fiscal years reported on by 
Coopers & Lybrand ended September 30, 1996 and 1995. The auditor's reports of 
Coopers & Lybrand as of and for the years ended September 30, 1996 and 1995 were
modified to reflect their conclusion that an uncertainty existed at those dates 
about the Company's ability to continue as a going concern.

The Company reports that there were no disagreements of any kind with Coopers 
& Lybrand during the two fiscal years reported on by Coopers & Lybrand ended 
September 30, 1996 and 1995.

Coopers & Lybrand disagreed with the Company's accounting for two specific 
transactions entered into in March 1997. Both transactions involved the 
licensing of software and the granting of certain exclusive marketing rights 
to two of the Company's distributors. It was the view of Coopers & Lybrand 
that the Company did not have sufficient information to support the 
allocation of revenue between the software licenses and the exclusive 
marketing rights.

BDO Seidman was retained to advise the Company on a recommended method of 
accounting for the two transactions in question as well as a subsequent similar 
transaction. BDO Seidman has recommended a method of accounting whereby the 
total dollar amount of the software license and distributor agreements will be 
amortized over periods commencing with the dates of their respective signing and
ending December 31, 1999. The Company accepted this recommendation and 
accordingly restated its interim financial statements for the period ended 
March 31, 1997.

The Company reports that it has never been advised by Coopers & Lybrand that: 
(1) it does not have the internal controls necessary for the development of 
reliable financial statements; or (2) any information came to Coopers & Lybrand 
attention that led it to conclude that it could not any longer rely on 
management's representations, or made it unwilling to be associated with 
financial statements prepared by management; or, (3) there was any need to 
increase the scope of its audits.

Except for the disagreement regarding the two specific transactions described 
above, nothing has come to the attention of Coopers & Lybrand that in its 
opinion materially impacts the fairness of previously audited financial 
statements for the fiscal years ended September 30, 1996 and 1995.

Dated at San Francisco, California this 23rd day of September, 1997.

BY ORDER OF THE BOARD OF DIRECTORS



s/Kim O. Jones
President & CEO
FORECROSS CORPORATION