The following is the complete text of the letter of resignation of CACC board member Todd Davis.


May 14, 1999

Ms. Marilyn Haggerty-Blohm, Executive Director
Mr. Douglas M. Mansfield, Secretary
Center for Animal Care & Control, Inc.
11 Park Place, Suite 805
New York, NY 10007

Dear Marilyn & Doug:

I hereby resign my offices of director and Treasurer for the Center for Animal Care & Control, Inc., effective immediately.

The present structure and composition of the board is such that the two animal advocates on the board have, at the very most, an advisory role in managing the Center. As I believe that this is not consistent with the general duties and responsibilities of directors, I have decided that I should not continue in the offices I hold. As we have discussed, I am hopeful that the Board will soon be reconstituted to provide more effective oversight for the center.

Please sign and date the acknowledgement copy of this letter and return it to me for my records.

Sincerely

/s/ Todd F. Davis