exhibit 10. 28 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 atlanta office : 1870 the exchange suite 100 atlanta, georgia 30339 - 2021 august 31, 2017 via e mail — * * * @ * * * mr. chris cicolini, managing director nyg holdings, llc 16 e. patrick street, suite 300 frederick, md 21701 re : termination of capsa platform license agreement dear mr. cicolini : reference is made to the capsa platform license agreement dated as of october 20, 2014 between nyg holdings, llc ( " nygh " ) and consorteum holdings, inc. ( " csrh " and with nygii, the " parties " and each a " party " ) pursuant to which nygh granted a license to the capsa platform, including all software and the intellectual property rights therein, to csrh on the terms and conditions set forth in such agreement ( the " license agreement " ). capitalized terms used herein but not defined herein shall be as defined in the license agreement. as you know, csrh spent several years developing relationships and licensing agreements, including the license agreement with nygh, to enable it to participate in the emerging market of mobile gaming. in conjunction therewith, the company hired a senior level software development team which spent about two years and millions of dollars in non - recurring engineering costs to develop a platform. in june 2015, facing severe capital constraints and unable to access additional capital, the company ( i ) laid off its development team and ceased paying managers and advisors, ( ii ) suspended rent and related payments for its facilities, and ( iii ) was unable to satisfy significant payables due to third parties. csrh never introduced its platform or any products into the market, never generated any revenue and never used the capsa platform in any commercial way. recently, the company made a decision to recast its business to take advantage of other opportunities that have arisen that do not utilize the capsa platform. at the same time, we understand that, since the signing of the license agreement, nygh stepped away from the capsa platform and did not invest in keeping the capsa platform current. as a result, the technology has become obsolete. we further understand that nygh discontinued its business in december 2016.