MATRIX Penny Stocks

[bobkubecka]

January 13, 2004

Dear Stockholder:
You are cordially invited to attend the special meeting of the stockholders of Change Technology Partners, Inc. ("Change") to be held at 537 Steamboat Road, Greenwich, Connecticut 06830, on February 9, 2004 at 10:00 a.m., local time, and any adjournment or postponement of the meeting. At the special meeting, you will be asked to consider, approve and adopt resolutions relating to the merger of CTP/N Merger Corp., a Delaware corporation and wholly-owned subsidiary of Change ("Subcorp"), with and into Neurologix, Inc., a Delaware corporation ("Neurologix"), with Neurologix as the surviving corporation (the "Merger"), and amendments to Change's certificate of incorporation in connection with the Merger to (i) increase the number of authorized shares of Change common stock to 750,000,000 shares, (ii) decrease the par value of Change common stock to $0.001 per share, (iii) change the name of Change to "Neurologix, Inc." and (iv) increase the size of and divide Change's board of directors into three classes, with staggered three-year terms for each class. The respective boards of directors of Change, Subcorp and Neurologix have unanimously approved the Merger. The approval of the Merger by the Change board of directors was based, in part, on the opinion of BNY Capital Markets, Inc., Change's financial advisor, as to the fairness, from a financial point of view, to Change's stockholders of the Merger.

In connection with the Merger, Change common stockholders will continue to hold their shares and Neurologix stockholders will be entitled to receive, based upon the exchange ratio provided in the merger agreement, shares of Change common stock for each share of Neurologix common stock or Neurologix Series B convertible preferred stock that they own at the effective time of the Merger. Following the Merger, Neurologix's current stockholders and noteholders (including holders of Neurologix common stock issuable upon the conversion or exchange, as applicable, of (i) Neurologix's initial series of convertible preferred stock, (ii) Neurologix's Series B convertible preferred stock and
(iii) a promissory note in the aggregate principal amount of $2.0 million payable by Neurologix (the "Existing Neurologix Note")) are expected to hold approximately 68% of the outstanding common stock of the combined company, and Change's current stockholders are expected to hold approximately 32% of the outstanding common stock of the combined company.