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