From: David Sandberg
Sent: Friday, June 12, 2009 4:39 PM
To: 'Richard Snyder'
Cc: 'James S. Gladney'; 'l.mazz@verizon.net'
Subject: Response to most recent email

Dick,

Thanks for your reply. I am disappointed that your message talks about "efforts
to gain control without paying a premium" because 1) as you know we are not
seeking a majority stake and 2) our nominees are independent, because only two
are our affiliates and the others are not controlled by us. If all our nominees
were elected there would be a board that answers only to holders.  We seek only
to benefit from a new board with more industry experience and which owns
shares, and thus has a common interest, with Asure's stockholders.  I truly
feel that new members with these characteristics should be elected and should
replace the current Board, which has led Asure to significant expenditures
towards a Go-Private effort which shareholders did not want and which - in the
last six years alone - has overseen tens of millions of dollars in losses,
consistently missed forecasts, and led a 90% decline in Asure's stock
price, all while maintaining a cost structure that only now is being addressed
by Asure's Board and management team.  We do not agree that you have an
"effective strategy" and because of this, we are not confident that the
existing directors have any ability to carry out long-term profitability or to
maximize shareholder value.  Further, our prior communications detailed a
comprehensive process for review as well as plans to reduce excessive
management compensation, excessive provider costs, and to enact a reverse split
coupled with a stock repurchase plan in order to maintain a NASDAQ listing and
to provide for potentially accretive share repurchases.

If you or your nominating committee would be interested in meeting any or all
of our proposed nominees to see if they should become the company nominees,
that can be productive.  However I do not detect openness to that in your
message.  If I am misunderstanding your position and the board is open to new
talent, please let me know so we can set up some discussions.  If there is not
a bona fide willingness to consider substituting our slate for the current
board, then perhaps the best thing for the stockholders is to set the record
date so there can be an orderly attempt to present our positions to the
stockholders.  In accordance with this desire to present our positions to
stockholders, we will be submitting a section 220 demand letter requesting that
you provide certain information which we wish to use in communicating with
other shareholders about our desire to replace members of the existing board of
directors.

Very truly yours,

David Sandberg

David Sandberg
Portfolio Manager
Red Oak Partners, LLC
dsandberg@redoakpartners.com
(212) 614-8952 direct
(646) 773-6277 cell
(646) 390-6784 fax
654 Broadway, Suite 5
New York , NY 10012