In light of the arbitration award rendered against QA3 on January 14, 2011

and the fact that our E&O carrier has not yet provided the coverage set forth in our
policy, we have made the difficult decision to cease conducting business as a broker-
dealer, effective as of the close of business February 11, 2011.

As previously reported, on January 14, 2011, an arbitration panel made an

“Interim Award” by rescinding a client’s investment in two TIC properties.
Unfortunately, you and your clients are now directly affected because QA3 will be
out of net capital compliance on February 14, 2011 under SEC net capital rules at
which time we would be required to cease operations. We all agree this is a highly
undesirable outcome.

Starting eight months ago, knowing the issues we were facing with the
insurance carrier and the potential implications with the pending arbitrations, we
began discussions with other leading broker dealers to research possible backup
plans. A few months ago, we had settled on one firm and we proceeded to carefully
plan for this possibility. Unfortunately, and with much regret, after numerous
meetings and discussions the backup plan fell apart at the very last minute.

What will happen to QA3?

Regardless of the outcome with QA3 Financial Corp., the RIA will continue
operations indefinitely. As you transition to your next broker-dealer, keep in mind
that you will still be able to conduct fee-based business as usual.

Conclusion

I sincerely apologize for placing you in this position. I fully understand that
the closing of your broker dealer is disruptive to your practice and can be a difficult
pill to swallow. Please know that I have tried to do everything possible to protect
your interests.

While I am obviously sad to see QA3 come to close, and with it the death of
my vision for advancing collaboration among professional advisors, I will always be
gratified by the many strong personal relationships I have built during the firm's
twelve year history. You have been extremely loyal and are an incredible group of
Advisors. Thank you all for you our support and encouragement over the past year
and even more so the past month.

If you have any questions, you may contact Heather Jansen at (402) 964-
3810 or Nancy Drennen at (402) 964-3806.

Steve Wild
Chairman and CEO, QA3 Financial

FOR BROKER-DEALER USE ONLY

NOT TO BE SHARED OR DISSEMINATED