FRITZ, BYRNE, HEAD & HARRISON, LLP ---------------------------------- Attorneys at Law February 16, 2007 VIA EMAIL (van.beckwith@bakerbotts.com) VIA EMAIL (rod.phelan@bakerbotts.com) Van H. Beckwith, Esq. Rod Phelan, Esq. Baker Botts LLP 2001 Ross Avenue, Suite 600 Dallas, TX 75201-2980 Re: MAXIMUS, Inc. v. Accenture LLP ------------------------------- Dear Messrs. Beckwith and Phelan: The refusal of Accenture LLP ("Accenture") to honor its obligations under the Subcontract Agreement (the "Subcontract") between Accenture and MAXIMUS, Inc. ("MAXIMUS") has made it impossible for MAXIMUS to perform its role in the Texas Integrated Eligibility project ("IE"). MAXIMUS has satisfied its obligations by far exceeding the performance required of it under the Subcontract. Under the terms of the Subcontract, MAXIMUS has no obligation to continue performance given the current and foreseeable circumstances. Unfortunately, MAXIMUS has been left with no alternative to termination. In light of Accenture's failure to address, much less cure, any of the material breaches noted in our letters of December 21, 2006, and January 16, 2007, and referenced again in our letter of January 24, 2007, as well as in MAXIMUS's Demand for Arbitration served on January 8, 2007, all of which are incorporated by reference for all purposes, these breaches constitute Accenture Events of Default under the Subcontract. Pursuant to Section 8.4.2 of the Subcontract, MAXIMUS hereby terminates the Subcontract. As Section 8.4.2 provides, MAXIMUS will work with Accenture to transition the IE operations to Accenture. We are informed by MAXIMUS representatives that, rather than attempt to cure the breaches asserted by MAXIMUS, since mid-January 2007 Accenture has worked steadily toward a planned takeover of IE. It is our further understanding that as to the portions of IE still under MAXIMUS control, transition planning is nearly complete. With respect to the remaining portions of IE to be transferred from MAXIMUS to Accenture, formal transition can begin immediately. MAXIMUS expects Accenture to assume responsibility for and pay all salary costs and benefits for the transferred lE personnel beginning on March 1, 2007. Van H. Beckwith, Esq. Rod Phelan, Esq. Re: MAXIMUS, Inc. v. Accenture LLP February 16, 2007 Page 2 - ----------------------------------- Nothing contained herein should be construed as a waiver of MAXIMUS's rights, which are specifically reserved. Very truly yours, /s/ Bruce Perkins Bruce Perkins BPP/sb cc: Robert I. Howell, Esq. Baker Botts LLP 98 San Jacinto Boulevard, Suite 1500 Austin, TX 78701-4078 VIA EMAIL (robert.howell@bakerbotts.com) AND HAND-DELIVERY David M. McCurley, Partner TAA Managing Director Accenture LLP 1501 South Mopac Expressway, Suite 300 Austin, TX 78746 VIA EMAIL (davld.m.mccurley@accenture.com) AND UNITED STATES CERTIFIED MAIL/RRR Douglas G. Scrivner, Esq. General Counsel Accenture LLP Legal & Commercial Group 1661 Page Mill Road Palo Alto, CA 94304 VIA EMAIL (douglas.g.scrivner@accenture.com) AND UNITED STATES CERTIFIED MAIL/RRR Carl Ben Foster, Esq. Accenture LLP Legal & Commercial Group 11951 Freedom Drive Reston, VA 20190 VIA EMAIL (carl.b.foster@accenture.com) AND UNITED STATES CERTIFIED MAIL/RRR Van H. Beckwith, Esq. Rod Phelan, Esq. Re: MAXIMUS, Inc. v. Accenture LLP February 16, 2007 Page 3 - ----------------------------------- cc: James J. Scheske, Esq. Akin Gump Strauss Hauer & Feld LLP 300 West Sixth Street, Suite 2100 Austin, TX 78701 VIA EMAIL (Jscheske@akingump.com) Jerold S. Solovy, Esq. Robert T. Markowski, Esq. Deirdre E. Connell, Esq. James L. Thompson, Esq. Jenner & Block LLP 330 North Wabash Avenue Chicago, IL 60611-7603 VIA EMAIL (Jsolovy@jenner.com) VIA EMAIL (rmarkowskl@jenner.com) VIA EMAIL (dconnell@jenner.com) VIA EMAIL (Jthompson@jenner.com)