March 19, 1997
Paraccisian, Inc.
222 Langamir Laboratory
95 Brown Road
Ithaca, NY 14850
Attention: Keith Rhodes
Dear Keith:
As you are aware, I have worked with you and the Board during
the past two years or so in an attempt to resolve the terms of my
employment with Paracelsian. Unfortunately little, if any, progress
has been made during that time. The last proposal made by
Paracelsian's counsel deviated so far form our original discussions
that I have no choice but to tender my resignation as a director,
officer and employee of Paracelsian, Inc. effective immediately.
At this time, I also reiterate my request made by letter, dated
October 11, 1996, to Paracelsian's counsel that the shares
underlying the warrant granted to me pursuant to the Warrant
Certificate, dated September 7, 1996, executed by Paracelsian in
my favor be registered with the SEC pursuant to the terms of the
Warrant Agreeinent, dated as of September 8, 1993, between
Pacacelsian and American Stock & Transfer Company. To date,
Paracelsian has failed to comply with my previous request. You
should be aware that I will hold Pararelsian liable for any damage
which I incur due to my inability to dispose of my warrant as a
result of its delay in fulfilling its registration obligations pursuant to
my earlier request.
Sincerely,
John G. Babish |
