<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---------
THE ASHTON TECHNOLOGY GROUP, INC.
---------------------------------------------------------
(Name of Issuer)
COMMON STOCK
---------------------------------------------------------
(Title of Class of Securities)
045084-10-0
---------------------------------------------------------
(CUSIP Number)
James J. Maiwurm, Crowell & Moring LLP (202/624-2903)
1001 Pennsylvania Avenue, N.W., Washington, DC 20004-2595
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
<PAGE>
CUSIP No. 045084-10-0 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Raymond T. Tate
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 1,107,500 (Mr. Tate disclaims
beneficial ownership of
1,000,000 of these
shares)
--------------------------------------------------
(9) Sole Dispositive
Power 107,500
--------------------------------------------------
(10) Shared Dispositive
Power 1,000,000 (Mr. Tate disclaims
beneficial ownership of
these shares)
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,500
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
14.6%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 045084-10-0 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Helen J. Tate, as Trustee for the Andrew Patrick Tate Trust, Helen J.
Tate, as Trustee for the Susan Katherine Tate Burrowbridge Trust, and
Helen J. Tate, as Trustee for the Elizabeth Tate Winters Trust.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 1,107,500 (Mrs. Tate disclaims
beneficial ownership of
107,500 of these shares)
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 1,107,500 (Mrs. Tate disclaims
beneficial ownership of
107,500 of these shares)
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,107,500
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
14.6%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This amended statement is being filed as a result of Raymond T. Tate and
Helen J. Tate, as trustee of the Andrew Patrick Tate Trust, the Susan
Katherine Tate Burrowbridge Trust and the Elizabeth Tate Winters Trust,
(together, the "Reporting Persons") entering into a Settlement Agreement (the
"Settlement Agreement"), dated October 22, 1996, by and among the Reporting
Persons, The Ashton Technology Group, Inc. (the "Issuer"), Robert A. Eprile
("Eprile"), John A. Blohm ("Blohm"), Fredric W. Rittereiser ("Rittereiser"
and together with Eprile and Blohm, the "Representatives"), The Dover Group,
Inc., F. E. Weimmer, Jr., F. E. Weimmer, Sr., F. E. Rittereiser, Sr., and
Thomas Rittereiser, as trustee for Alexis J. Rittereiser, Amanda Weimmer and
John Weimmer, (collectively, together with the Representatives, the "Group
Members"), pursuant to which certain call and put options have been granted
in respect of the shares of common stock of the Issuer held by the Reporting
Persons. The Reporting Persons filed a combined Schedule 13D on May 2, 1996.
ITEM 1. Security and Issuer
This statement relates to the shares of common stock, $.01 par value
(the "Common Stock"), of The Ashton Technology Group, Inc. (the
"Issuer"). The Issuer's principal executive office is located at
10420 Little Patuxent Parkway, Suite 490, Columbia, Maryland
21044-3559.
ITEM 2. Identity and Background
Item 2 is amended and restated as follows:
(a) Raymond T. Tate; Helen J. Tate, as trustee of the Andrew
Patrick Tate Trust; Helen J. Tate, as trustee of the Susan
Katherine Tate Burrowbridge Trust; and Helen J. Tate, as
trustee of the Elizabeth Tate Winters Trust (such trusts,
collectively, the "Tate Trusts").
(b) 17929 Pond Road, Ashton, Maryland 20861.
(c) Raymond T. Tate is President of Raymond Tate Associates,
Inc., a consulting firm, 17929 Pond Road, Ashton, Maryland
20861. Helen J. Tate is retired.
(d) Not applicable
(e) Not applicable
<PAGE>
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
Not Applicable - See paragraph immediately preceding paragraph 1.
ITEM 4. Purpose of Transactions
Item 4 is amended and restated as follows:
(a) The Reporting Persons have entered into the
Settlement Agreement for the purpose of settling certain disputes
that have arisen among Raymond T. Tate, on the one hand, and the
Group Members, on the other, with respect to the direction of the
Issuer. Pursuant to the Settlement Agreement, Helen J. Tate, as
trustee of the Tate Trusts, in consideration for a cash payment of
$250,000, has granted to Rittereiser or his designee an option (the
"Call Option") to acquire all of the 1,000,000 shares of Common
Stock held by her as trustee of the Tate Trusts, exercisable during
the period beginning at 12:00 a.m., New York time, on April 2,
1997, and ending at 11:59 p.m., New York time, on June 2, 1997, for
a total purchase price of 4,500,000. Pursuant to the Settlement
Agreement, in consideration for a cash payment of $1.00,
Rittereiser has granted to Raymond T. Tate an option (the "Put
Option") to require Rittereiser or his designee to acquire all of
the 107,500 shares of Common Stock held by Mr. Tate, exercisable
during the period beginning at 12:00 a.m., New York time, on the
business day immediately following exercise of the Call Option and
ending at 11:59 p.m. on the fifth business day immediately
following exercise of the Call Option for a total purchase price of
$483,750.
(b) None.
(c) None.
(d) Pursuant to the Settlement Agreement, Raymond T. Tate
has resigned from his position as a Director of the Issuer and from
the offices of President, Chairman of the Board, Chief Executive
Officer, Treasurer and Principal Financial and Accounting Officer
of the Issuer.
(e)-(j) None.
ITEM 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
<PAGE>
(a) According to the Issuer's Form 10-QSB for the period ended
June 30, 1996, the Issuer has 7,562,500 shares of Common Stock
issued and outstanding. 1,107,500 of such shares, representing
14.6% of the outstanding shares of Common Stock, are beneficially
owned by the Reporting Persons.
(b) Pursuant to the Settlement Agreement, pending the exercise of
the Call Option and Put Option referred to in Item 4(a), Helen J.
Tate, as trustee of the Tate Trusts, has agreed not to offer, sell,
contract to sell, transfer, pledge, encumber or otherwise dispose
of the shares of Common Stock held by her as trustee of the Tate
Trusts and each of the Reporting Persons has agreed to vote the
shares of Common Stock held by him or her in the same manner and
proportion as all other shares of Common Stock are voted with
respect to all matters. Accordingly, Helen J. Tate, as trustee of
the Tate Trusts, has sole voting and dispositive power as to 0
shares of Common Stock and sole dispositive power as to 107,500
shares of Common Stock. Further, pursuant to the Settlement
Agreement, Helen J. Tate shares in the voting and dispositive power
of the 1,000,000 shares of Common Stock held by her as trustee of
the Tate Trusts. In addition, she may be deemed to share in the
voting and dispositive power of the 107,500 shares of Common Stock
held by Raymond T. Tate. Raymond T. Tate shares in the voting power
of the 107,500 shares of Common Stock held by him and may be deemed
to share in the voting and dispositive power of the 1,000,000
shares of Common Stock held by Helen J. Tate, as trustee of the
Tate Trusts.
(c) None.
(d)-(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Pursuant to the Settlement Agreement, Helen J. Tate, as trustee of
the Tate Trusts, has granted to Rittereiser or his designee the
Call Option to acquire all of the 1,000,000 shares held by her as
trustee for the Tate Trusts and Rittereiser has granted to Raymond
T. Tate the Put Option to require Rittereiser or his designee to
purchase all of the 107,500 shares held by Mr. Tate. The Call
Option is exercisable at any time during the period from April 2,
1997 to June 2, 1997. The Put Option is exercisable within five
business days after the exercise of the Call Option. Pursuant to
the Settlement Agreement, pending the exercise of
<PAGE>
the Call Option and the Put Option, Helen J. Tate, as trustee of
the Tate Trusts, has agreed not to offer, sell, contract to sell,
transfer, pledge, encumber or otherwise dispose of the shares of
Common Stock held by her as trustee of the Tate Trusts and each of
the Reporting Persons has agreed to vote the shares of Common Stock
held by him or her in the same manner and proportion as all other
shares of Common Stock are voted with respect to all matters.
ITEM 7. Materials to be filed as Exhibits
1. Settlement Agreement, dated October 22, 1996, by and among
Raymond T. Tate, Helen J. Tate, as trustee of the Andrew Patrick
Tate Trust, Helen J. Tate, as trustee of the Susan Katherine Tate
Burrowbridge Trust, Helen J. Tate, as trustee of the Elizabeth Tate
Winters Trust, The Ashton Technology Group, Inc., Robert A. Eprile,
John A. Blohm, The Dover Group, Inc., F.E. Weimmer, Jr., F.E.
Weimmer, Sr., F.E. Rittereiser, Sr. and Thomas Rittereiser, as
trustee for Alexis J. Rittereiser, Amanda Weimmer and John Weimmer.
2. Consulting Agreement, dated as of October 22, 1996, by and
between Raymond T. Tate and The Ashton Technology Group, Inc.
3. License Agreement, dated as of October 22, 1996, by and between
Raymond T. Tate and The Ashton Technology Group, Inc.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: October 24, 1996
Reporting Person: Raymond T. Tate
Signature /s/ Raymond J. Tate
-------------------
Reporting Person: Helen J. Tate, as trustee of the Tate Trusts
Signature /s/ Helen J. Tate, trustee
--------------------------
<PAGE>
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (together with all exhibits and schedules
hereto, this "Agreement") is entered into this 22nd day of October, 1996 by and
among RAYMOND T. TATE ("Tate"), HELEN J. TATE, as trustee for the Andrew Patrick
Tate Trust, HELEN J. TATE, as trustee for the Susan Katherine Tate Burrowbridge
Trust and HELEN J. TATE, as trustee for the Elizabeth Tate Winters Trust
(collectively, the "Tate Trusts"), THE ASHTON TECHNOLOGY GROUP, INC. (the
"Company"), ROBERT A. EPRILE ("Eprile"), JOHN A. BLOHM ("Blohm"), FREDRIC W.
RITTEREISER ("Rittereiser" and together with Eprile and Blohm, the
"Representatives"), THE DOVER GROUP, INC., F.E. WEIMMER, JR., F.E. WEIMMER, SR.,
F.E. RITTEREISER, SR., and THOMAS RITTEREISER, as trustee for Alexis J.
Rittereiser, Amanda Weimmer and John Weimmer (collectively, together with the
Representatives, the "Group Members").
WHEREAS, Tate is the President, Chairman of the Board, Chief Executive
Officer, Treasurer, and Principal Financial and Accounting Officer of the
Company;
WHEREAS, the Tate Trusts own beneficially or otherwise in the
aggregate 1,000,000 shares (the "Trust Shares") of the outstanding Common Stock
of the Company, par value $.01 per share (the "Common Stock");
WHEREAS, Tate owns beneficially or otherwise 107,500 shares of Common
Stock (the "Tate Shares"); and
WHEREAS, certain disputes have arisen among Tate, on the one hand, and
the Group Members, on the other, with respect to the direction of the Company,
and the parties have agreed to settle and resolve each and every dispute and to
enter into certain agreements on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. In addition to the terms elsewhere defined in this
Agreement, the following terms when used in this Agreement shall have the
following respective meanings, unless the context clearly indicates otherwise:
"AFFILIATE" means, with respect to a Person, any other Person
controlled by or, as of the date of this Agreement, controlling or under common
control with, such Person. "Control" (including the terms "controlling",
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, the
holding of proxies, by contract or otherwise.
"CLOSING" and "CLOSING DATE" shall have the respective meanings set
forth in Section
<PAGE>
3.1.
"COMMON STOCK" is defined in the Recitals.
"CONSULTING AGREEMENT" means the agreement dated the Closing Date
between Tate and the Company in the form of Exhibit A.
"LICENSE AGREEMENT" means the agreement dated the Closing Date between
Tate and the Company in the form of Exhibit B.
"PERSON" means any individual, corporation, partnership, limited
liability company or partnership, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other entity
or organization.
"REPRESENTATIVES' NOMINEE" means Fred S. Weingard.
"SUBSIDIARIES" means Universal Trading Technologies Corporation and
Computer Science Innovations, Inc. and each corporation as to which the Company
directly or indirectly owns a majority of the outstanding shares of stock or
other ownership interests having voting power under ordinary circumstances to
elect a majority of directors of such corporation or other Persons performing
similar functions for such entity.
"TATE EMPLOYMENT AGREEMENT" means that certain employment agreement
effective as of January 1, 1996 between the Company and Tate.
"TATE SHARES" is defined in the Recitals.
"TRUST SHARES" is defined in the Recitals.
ARTICLE II
TERMS OF AGREEMENT
2.1 RESIGNATION OF TATE. Effective at 5:00 p.m., New York time, on
the Closing Date, Tate shall resign from his position as a Director of the
Company and its Subsidiaries and all officer positions held by Tate in the
Company and its Subsidiaries.
2.2 ELECTION OF REPRESENTATIVES' NOMINEE AS DIRECTOR. Effective at
5:01 p.m., New York time, on the Closing Date, the Representatives' Nominee
shall be elected by the Board of Directors of the Company to fill the vacancy
created by the resignation of Tate pursuant to Section 2.1.
2.3 CALL OPTION. (a) Subject to the terms and conditions of this
Agreement, and in consideration for $250,000 payable by Rittereiser to Helen J.
Tate, as trustee for the Tate Trusts (the "Trustee"), in cash at the Closing,
Rittereiser or his designee shall have the right and option (the "Call Option"),
exercisable upon written notice delivered to the Trustee at any time during the
period beginning at 12:00 a.m., New York time, on April 2, 1997 and ending at
11:59 p.m., New York time, on June 2, 1997 (the "Call Exercise Period"), to
purchase and acquire all of the Trust Shares for a total purchase price of
$4,500,000 (the "Call Exercise
-2-
<PAGE>
Price"). If the Call Option is exercised, unless the Trustee and Rittereiser
mutually agree otherwise, delivery to Rittereiser or his designee of the share
certificates representing all of the Trust Shares, accompanied by a stock power
duly executed in blank, and payment of the Call Exercise Price in full in cash
shall take place on the date that is seven (7) business days following the date
the Trustee receives written notice of the exercise of the Call Option (the
"Option Settlement Date") at 10:00 a.m., New York Time, at the offices of
Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York 10038.
(b) The Trustee hereby agrees that during the period from the Closing
Date through the end of the Call Exercise Period and, if the Call Option is
exercised, during the period ending on the Option Settlement Date, the Trustee
shall (i) not offer, sell, contract to sell, transfer, pledge, encumber or
otherwise dispose of the Trust Shares and (ii) vote the Trust Shares in the same
manner and proportion as all other shares of Common Stock are voted with respect
to all matters, including any proposal that relates to the operation or
management of the Company and proposals to elect and remove directors.
(c) The Trustee hereby represents and warrants to Rittereiser and
Rittereiser's designee, if any, that acquires the Call Option that: (i) the
Trustee is the lawful beneficial owner of the Trust Shares and has complete and
unrestricted right to sell, transfer, assign and convey the Trust Shares to
Rittereiser or his designee and (ii) if the Call Option is exercised, the
Trustee will deliver to Rittereiser or his designee good and marketable title to
the Trust Shares free and clear of any liens, claims, charges, security
interests, options or other legal or equitable encumbrances, in the case of
clauses (i) and (ii), subject to the terms of the waiver agreement between the
Trustee and the Company and the Trustee and First United Equities Corporation
dated October 22, 1996.
2.4 PUT OPTION. (a) Subject to the terms and conditions of this
Agreement, and in consideration for $1 payable by Tate to Rittereiser in cash at
the Closing, Rittereiser hereby grants to Tate the right and option (the "Put
Option"), exercisable by written notice to Rittereiser or his designee at any
time during the period beginning at 12:00 a.m., New York time, on the business
day immediately following exercise of the Call Option and ending at 11:59 p.m.
on the fifth business day immediately following exercise of the Call Option (the
"Put Exercise Period"), to require Rittereiser or his designee to purchase and
acquire from Tate all of the Tate Shares for a total purchase price of $483,750
(the "Put Exercise Price"). If the Put Option is exercised, unless Tate and
Rittereiser mutually agree otherwise, delivery to Rittereiser or his designee of
the share certificates representing all of the Tate Shares, accompanied by a
stock power duly executed in blank, and payment of the Put Exercise Price in
full in cash shall take place on the Option Settlement Date at the same time and
place as is specified in Section 2.3(a).
(b) Tate hereby agrees that during the period from the Closing Date
through the end of the Put Exercise Period, and, if the Put Option is exercised,
during the period ending on the Option Settlement Date, Tate shall vote the Tate
Shares in the same manner and proportion as all other shares of Common Stock are
voted with respect to all matters, including any proposal that relates to the
operation or management of the Company and proposals to elect or remove
directors.
-3-
<PAGE>
(c) Tate hereby represents and warrants to Rittereiser and
Rittereiser's designee, if any, that acquires the Tate Shares pursuant to the
Put Option that, as of the Option Settlement Date: (i) Tate is the lawful
beneficial owner of the Tate Shares and has complete and unrestricted right to
sell, transfer, assign and convey the Tate Shares to Rittereiser or his designee
and (ii) upon exercise of the Put Option, Tate will deliver to Rittereiser or
his designee good and marketable title to the Tate Shares free and clear of any
liens, claims, charges, security interests, options or other legal or equitable
encumbrances, in the case of clauses (i) and (ii), subject to the terms of the
waiver agreement between Tate and the Company and Tate and First United Equities
Corporation, dated October 22, 1996.
2.5 CONSULTING AGREEMENT AND LICENSE AGREEMENT. On the Closing Date,
the Company and Tate shall enter into the Consulting Agreement and the License
Agreement.
2.6 EMPLOYEE MATTERS. Effective at 5:00 p.m., New York time, on the
Closing Date, Tate shall cause Susan Burrowbridge and Elizabeth Winters to
resign from all positions they hold in the Company and its Subsidiaries. On the
Closing Date, the Company shall pay $4,216.02 to each of Ms. Burrowbridge and
Ms. Winters which amount represents severance pay equal to one month's current
salary.
2.7 RELEASE. From and after 5:00 p.m., New York time, on the Closing
Date, and except for any breach of this Agreement, each of the parties hereto
does hereby release and forever discharge each of the other parties hereto and
each of their respective Affiliates, heirs, executors, administrators,
successors, agents, attorneys and assigns, of and from any and all manner of
claims, demands, damages, actions, causes of action or suits, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, trespasses, judgments and executions
whatsoever in law or equity, whether known or unknown, directly or indirectly,
by reason of or arising out of or in connection with (i) the Tate Shares or the
Trust Shares, (ii) the Tate Employment Agreement, (iii) the management of and
conduct of the business of the Company and its Subsidiaries, (iv) the services
performed by Tate or any of the Group Members to the Company or its
Subsidiaries, or (v) the relationship by and among the parties, which any of
them or any of their heirs, executors, administrators, successors and assigns
can, shall or may have, or ever had, or might have but for this release, for,
upon or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the date of this Agreement.
2.8 WAIVER OF DERIVATIVE CLAIM. At no time shall any party hereto
bring a derivative claim which can be asserted on behalf of the Company or any
of its Subsidiaries in relation to, by reason of, based upon, or arising out of
or in connection with this Agreement or the matters which are settled by this
Agreement.
2.9 LIFE INSURANCE POLICY. Effective as of the Closing Date, Tate
and the Company shall cause the Company to be named the beneficiary under that
certain life insurance policy (Number 4282052) with the Provident Mutual Life
Insurance Company of Philadelphia under which Tate is the insured (the
"POLICY"). During the period from the Closing Date through the end of the Call
Exercise Period, and if the Call Option is exercised, during the period ending
on the Option Settlement Date, the Company will pay insurance premiums under the
Policy sufficient to secure $1.5 million of face value of life insurance. In
consideration for transfer of
-4-
<PAGE>
the life insurance policy to the Company, in the event of the death of Tate
during the period from the Closing Date through the end of the Call Exercise
Period, and if the Call Option is exercised during the period ending on the
Option Settlement Date, the Company will use the proceeds of the Policy to
purchase 333,333 of the Trust Shares from the Tate Trusts, as allocated by the
Trustee, whereupon the number of Trust Shares subject to the Call Option and the
Call Exercise Price shall be decreased accordingly.
2.10 BOOKS AND RECORDS. Tate hereby disclaims and waives for himself
and his Affiliates any ownership interest in any and all books, records,
accounting records, drawings, writings, customer lists, data, reports, test
results, evaluations, plans, studies, instructions, manuals, computer software,
computer codes, formulas and formulations, corporate minute books, corporate
seals and consolidated financial and tax records, files and documents (including
computer tapes or disks) of Ashton and its Subsidiaries (the "Books and
Records"). Except as expressly permitted by this Agreement, neither Tate nor
his Affiliates shall remove copies of the Books and Records from the premises of
Ashton or any of its Subsidiaries, whether in written or machine or computer
readable form, without Ashton's written consent, and, prior to the Closing Date,
Tate shall return to the premises of Ashton any Books and Records or written or
machine or computer readable copies thereof that may be in his possession or the
possession of his Affiliates. Notwithstanding the foregoing, Tate shall have
the right to (i) retain duplicate photocopies of Books and Records that he has
obtained in the ordinary course of business and maintained in places other than
the premises of the Company or its Subsidiaries; (ii) retain personal notes that
do not constitute Books and Records of Ashton maintained in the ordinary course
of business; (iii) retain one copy of Ashton's closing binder for its initial
public offering; and (iv) retain copies of and use records, files, information,
documents as permitted by the License Agreement. Nothing in this Agreement
shall limit Tate's right to remove personal effects from Ashton premises.
2.11 OWNERSHIP OF UTTC. The Company hereby agrees that during the
period from the Closing Date through the end of the Call Exercise Period, and if
the Call Option is exercised, during the period ending on the Option Settlement
Date, the Company shall not permit UTTC to (i) engage in any merger,
consolidation or similar transaction with or merge into any other Person or sell
or transfer all or a material portion of its assets or (ii) issue, sell or
otherwise distribute any capital stock or other equity security of UTTC, or any
security convertible, during such period(s), into any capital stock or equity
security of UTTC, unless, in the case of either clause (i) or (ii), the residual
value to Ashton of its equity interest in UTTC is at least equal to or greater
than $20 million computed on the basis of the value received by UTTC from any
such (x) consolidation, merger or similiar transaction or sale or transfer or
(y) the issuance, sale or distribution of any such stock or other security.
2.12 BEST INTERESTS OF STOCKHOLDERS. The Group Members each agree and
acknowledge that all disagreements and concerns regarding the management and
policies of the Company have been fully resolved by this Agreement. The parties
hereto have determined that this Agreement is in the best interests of the
Company's stockholders and, in their judgment, will result in significant
long-term benefits to the Company and its stockholders.
-5-
<PAGE>
ARTICLE III
CLOSING
3.1 CLOSING. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on October 22, 1996 (such date, the
"Closing Date"). The Closing shall be held at 5:00 p.m., New York time, on the
Closing Date at the offices of Latham & Watkins, 1001 Pennsylvania Avenue, N.W.,
Washington, DC 20004.
3.2 DELIVERIES AND PROCEEDINGS AT CLOSING. At Closing the parties
shall make the following deliveries:
(a) DELIVERIES BY TATE: Tate will deliver or cause to be delivered:
(i) duly executed letters of resignation as contemplated by
Sections 2.1 and 2.6;
(ii) the Consulting Agreement executed by Tate;
(iii) the License Agreement executed by Tate; and
(iv) $1 cash to Rittereiser.
(b) DELIVERIES BY GROUP MEMBERS. Rittereiser will deliver or cause
to be delivered by certified or bank cashier's check $83,334 to Helen J. Tate,
as Trustee for the Andrew Patrick Tate Trust, $83,333 to Helen J. Tate, as
Trustee for the Susan Katherine Tate Burrowbridge Trust, and $83,333 to Helen J.
Tate, as Trustee for the Elizabeth Tate Winters Trust.
(c) DELIVERIES BY THE COMPANY. The Company will deliver or cause to
be delivered:
(i) the Consulting Agreement executed by the Company;
(ii) the License Agreement executed by the Company;
(iii) a certificate signed by an executive officer or
director of the Company stating that (x) this Agreement has
been approved by the Company's Board of Directors, and
attached thereto are true and correct copies of the
resolutions of the Board of Directors, (y) attached thereto
are true and correct copies of resolutions of the Company's
Board of Directors electing the Representatives' Nominee to
the Board of Directors, and (z) the person authorized to
sign this Agreement, the Settlement Agreement, the
Consulting Agreement and all other documents to be delivered
by the Company in connection herewith is a duly elected
officer or director of the Company and has been duly
authorized to sign such documents on behalf of the Company;
-6-
<PAGE>
(iv) $4,216.02 to Ms. Burrowbridge by certified or bank cashier's
check; and
(v) $4,216.02 to Ms. Winters by certified or bank cashier's
check;
ARTICLE IV
GENERAL PROVISIONS
4.1 REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants to the other party that (i) the execution, delivery and performance of
this Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto. The representations, warranties and covenants
of the parties set forth in this Agreement (including, without limitation,
Section 2.3 and this Section 4.1) shall survive the Closing.
4.2 FURTHER ASSURANCES. Each party agrees from time to time, at the
request of any other party to execute such documents or ratify such agreements
as may be reasonably necessary to effect the agreements contained herein.
4.3 MODIFICATION. This Agreement shall not be modified or amended
except by an agreement in writing executed by all parties hereto.
4.4 APPLICABLE LAW. This Agreement shall be governed under the law
of the State of Delaware without regard to the principles of conflicts of law
thereof.
4.5 ASSIGNMENT. None of the parties hereto may assign any of their
respective rights or delegate any of their respective obligations under this
Agreement to any party without the prior written consent of each of the other
parties hereto; PROVIDED, HOWEVER, that upon written notice to the parties
hereto (i) this Agreement may be assigned by operation of law or pursuant to the
laws of descent and distribution and (ii) Rittereiser may assign his rights and
delegate his obligations under Sections 2.3 and 2.4 to any Person without the
consent of any of the other parties hereto. Notwithstanding the foregoing, this
Agreement and the rights and obligations set forth herein shall be binding on
all parties and on their successors and permitted assigns.
4.6 ENTIRE AGREEMENT. This Agreement contains the entire and final
agreement between the parties with respect to the subject matter hereof, and no
oral statements, assumptions or representations or prior written matter not
contained or referred to in this instrument shall have any force or effect.
4.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
4.8 SEVERABILITY. If any provision of this Agreement or the
application thereof
-7-
<PAGE>
to any person or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.
4.9 HEADINGS. The headings used in this Agreement are for
convenience only and shall not be deemed part of the agreements of the parties
set forth herein.
4.10 TIME IS OF THE ESSENCE. Time is of the essence of this Agreement
and every provision hereof.
4.11 WAIVER. No consent or waiver, express or implied, by any party
to or of any breach or default by another party in performance by the breaching
party of its obligations under this Agreement shall be deemed or construed to be
a consent or waiver to or of any breach or default by the breaching party in the
performance by such breaching party of any other obligations of such breaching
party under this Agreement. Failure on the part of any party to object to or
complain of any act or failure to act of any of the other parties or to declare
any of the other parties in default shall not constitute a waiver of any right
or remedy or the ability to object or complain or to declare any default at any
time in the future.
4.12 SPECIFIC PERFORMANCE. The parties agree that any breach of this
Agreement by any party would result in irreparable harm for which the other
parties would not have an adequate remedy at law and that the parties shall each
be entitled to injunctive and other equitable relief to enforce specifically the
terms and provisions hereof, in addition to any other rights or remedies
available to such parties.
4.13 SUBMISSION TO JURISDICTION. Any judicial proceeding brought with
respect to this Agreement must be brought in any United States District Court
(or if such court lacks jurisdiction, any state court) sitting in Wilmington,
Delaware and by execution and delivery of this Agreement, each signatory hereto
(i) hereby submits to and accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court
or that such court is an inconvenient forum.
4.14 LIABILITY OF INDIVIDUALS. Eprile and Blohm, who are Directors of
the Company, have incurred obligations under this Agreement only in their
individual capacity and not as Directors of the Company. Tate, who is a
Director and Officer of the Company and certain Subsidiaries, has incurred
obligations under this Agreement only in his individual capacity and not as a
director or officer of the Company or a Subsidiary. Rittereiser has incurred
certain obligations under this Agreement only in his individual capacity and not
as a director or officer of The Dover Group, Inc.
4.15 CONFIDENTIALITY. Except as required by law, pursuant to a valid
subpoena or with the prior consultation and prior consent of the parties hereto,
no party to this Agreement or any Person acting for or on their behalf, shall
directly or indirectly make any written or oral statement publicly or privately
to any Person if such statement relates to or concerns (i) this
-8-
<PAGE>
Agreement, (ii) any matter related to this Agreement, (iii) the management,
conduct or affairs of the Company, its Subsidiaries, Tate or any of the Group
Members, (iv) the relationship by and among the parties, or (v) unless expressly
directed by the Company's Board of Directors, the relationship of the Company or
its Subsidiaries with any third party. Notwithstanding the foregoing, a party
to this Agreement may discuss any of the foregoing privately with (a) a member
of such party's immediate family or (b) directors, officers, employees or
auditors of the Company or its Subsidiaries (each an "Authorized Person") if,
and only if, the Authorized Person agrees to be bound by the terms of this
Section 4.15. If an Authorized Person breaches the terms of this Section 4.15,
the party to this Agreement who discussed the prohibited matters with the
Authorized Person shall be liable for the Authorized Person's breach of this
Section 4.15. Anything in this Section 4.15 to the contrary notwithstanding,
the parties agree that a press release in the form of Exhibit C to this
Agreement shall be issued by the Company on the Closing Date.
4.16 NO ADMISSIONS. Nothing contained in this Agreement shall be
considered an admission by either party of any wrongdoing under any Federal,
state or local statute, public policy, tort law, contract law, common law or
otherwise.
4.17 NO THIRD PARTY CLAIMS. Each party represents and warrants that
no other person or entity has, or to the best knowledge of such party claims,
any interest in any potential claims, demands, causes of action, obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released; that it or he has full and complete authority to execute this
Agreement; and that it or he has not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation or
liability subject to this Agreement.
-9-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
/s/ Raymond T. Tate
__________________________________
Raymond T. Tate
17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
/s/ Helen J. Tate
_________________________________
Helen J. Tate, as trustee for the
Andrew Patrick Tate Trust
17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
/s/ Helen J. Tate
__________________________________
Helen J. Tate, as trustee for the
Susan Katherine Tate Burrowbridge Trust
17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
/s/ Helen J. Tate
___________________________________
Helen J. Tate, as trustee for the
Elizabeth Tate Winters Trust
17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
[Signatures Continued on Next Page]
-10-
<PAGE>
THE ASHTON TECHNOLOGY GROUP, INC.
/s/ Ruth M. Davis
/s/ Albert J. Baciocco, Jr.
By:_________________________________
Name: Ruth M. Davis, Albert J. Baciocco, Jr.
Title: Directors
10420 Little Patuxent Parkway
Suite 490
Columbia, MD 21044
Tel: 410-715-8732
Fax: 410-715-8735
/s/ Robert A. Eprile
___________________________________
Robert A. Eprile
c/o UTTC
1900 Market Street
Suite 701
Philadelphia, PA 19103
Tel: 215-988-3400
Fax: 215-988-3478
/s/ John A. Blohm
___________________________________
John A. Blohm
c/o UTTC
1900 Market Street
Suite 701
Philadelphia, PA 19103
Tel: 215-988-3400
Fax: 215-988-3478
/s/ Fredric W. Rittereiser
___________________________________
Fredric W. Rittereiser
c/o The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
[Signatures Continued on Next Page]
-11-
<PAGE>
THE DOVER GROUP, INC.
/s/ Fredric W. Rittereiser
By: _____________________________
Name:
Title:
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
/s/ F.E. Weimmer, Jr.
__________________________________
F.E. Weimmer, Jr.
c/o The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
/s/ Fred Weimmer, Sr.
__________________________________
F.E. Weimmer, Sr.
c/o The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
/s/ F.E. Rittereiser, Sr.
__________________________________
F.E. Rittereiser, Sr.
c/o The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
/s/ Thomas Rittereiser
__________________________________
Thomas Rittereiser, as trustee for Alexis J.
Rittereiser, Amanda Weimmer and John
Weimmer
c/o The Dover Group, Inc.
17 Route 37 East
Toms River, NJ 08753
Tel: 908-505-9300
Fax: 908-505-8540
-12-
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), dated as of October 22,
1996, is by and between Raymond T. Tate, a resident of the State of Maryland
("Tate"), and The Ashton Technology Group, Inc., a Delaware corporation
("Ashton").
WHEREAS, Tate is (i) the President, Chairman of the Board, Chief
Executive Officer, Treasurer, and Principal Financial and Accounting Officer of
Ashton, (ii) a member of the Board of Directors and the Executive Vice
President, Principal Financial Officer and Secretary of UTTC and (iii) Chariman
of the Board of CSI;
WHEREAS, Tate and Ashton are parties to an Employment Agreement
effective January 1, 1996 (the "Employment Agreement"); and
WHEREAS, Tate and Ashton and its Subsidiaries wish consensually to
terminate the Employment Agreement and sever the employment relationship between
Tate and Ashton and its Subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises hereinafter provided and of the actions taken pursuant
thereto, the parties agree as follows:
1. DEFINITIONS. As used in this Agreement:
(i) "Affiliate" means, with respect to a Person, any other Person
controlled by or, as of the date of this Agreement, controlling or under common
control with, such Person. "Control" (including the terms "controlling",
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, the
holding of proxies, by contract or otherwise.
(ii) "Financial Market Participants" means any Person who
participates, in any capacity, in the Financial Markets, including, without
limitation, investment banking companies, broker dealers, investment companies,
banks, commercial trust companies, thrift institutions, savings and loan
associations, mutual savings banks and credit unions, life insurance companies,
property and casualty insurance companies, reinsurance companies, pension funds,
and state and government retirement funds.
(iii) "Financial Markets" means (A) all U.S. and foreign
registered national securities exchanges, the Nasdaq market systems, markets for
securities, physical commodities in commercially accepted bulk units,
commodities and other futures, derivatives, options, currencies and commercial
paper, (B) clearing corporations and depository trust companies, (C) wire
transfer systems including, without limitation, the Federal wire and S.W.I.F.T,
and (D) electronic market information systems, including, without limitation,
Instinent, Bloomberg, Investment Technology Group, Dow Jones, Telerate and
Reuters.
(iv) "Financial Services Industry" means all U.S. and foreign
Financial Markets
<PAGE>
and Financial Market Participants to the extent, and only to the extent, such
Financial Markets and Financial Market Participants involve, execute or engage
in the trading, by electronic or other means, of securities, physical
commodities in commercially accepted bulk units, commodities and other futures,
derivatives, options, currencies and commercial paper.
(v) "License Agreement" means the License Agreement of even date
herewith between Tate and Ashton.
(vi) "Licensed Technology" shall have the meaning set forth in the
License Agreement.
(vii) "Person" means any individual, corporation, partnership,
limited liability company or partnership, firm, joint venture, association,
joint stock company, trust, unincorporated organization, governmental entity or
other entity or organization.
(viii) "SUBSIDIARIES" means Universal Trading Technologies
Corporation and Computer Science Innovations, Inc. and each corporation as to
which the Company directly or indirectly owns a majority of the outstanding
shares of stock or other ownership interests having voting power under ordinary
circumstances to elect a majority of directors of such corporation or other
Persons performing similar functions for such entity.
2. EFFECTIVE DATE. This Agreement shall be executed and become
effective on the date (the "Effective Date") of the closing of the transactions
contemplated by that certain Settlement Agreement dated October 22, 1996 by and
among Tate, Helen J. Tate, as trustee for the Andrew Patrick Tate Trust, Helen
J. Tate, as trustee for the Susan Katherine Tate Burrowbridge Trust and Helen J.
Tate, as trustee for the Elizabeth Tate Winters Trust (collectively the "Tate
Trusts"), Robert A. Eprile, John A. Blohm, Fredric W. Rittereiser, The Dover
Group, Inc., F. E. Weimmer, Jr., F. E. Weimmer, Sr., F.E. Rittereiser, Sr., and
Tom Rittereiser as trustee for Alexis L. Rittereiser, Amanda Weimmer and John
Weimmer (the "Settlement Agreement").
3. TERMINATION OF EMPLOYMENT AGREEMENT. As of the Effective Date,
the Employment Agreement shall be deemed terminated and shall have no further
force or effect. Tate and Ashton agree that there are no existing defaults by
either party under the Employment Agreement and that, as of the Effective Date,
each party had fully performed all of its obligations to the other party under
the Employment Agreement. Without limiting the effect of the foregoing two
sentences, Ashton specifically agrees that, as of the Effective Date, except as
otherwise expressly provided in this Agreement, all of the restrictions on Tate
under the Employment Agreement shall be terminated.
4. RESIGNATIONS AND TERMINATION OF EXISTING EMPLOYMENT RELATIONSHIP.
As of the Effective Date, Tate shall be deemed to have resigned from all
corporate offices and the Board of Directors of Ashton, and from all offices and
directorships of Ashton's Subsidiaries, joint ventures, and affiliated companies
and organizations. Except for purposes of the matters set forth in Sections 6,
7 and 8 hereof, Tate's employment by Ashton shall be deemed to have terminated
as of 5:00 p.m. on the Effective Date.
-2-
<PAGE>
5. CORPORATE RECORDS AND BANK ACCOUNTS. Immediately after the
Effective Date, Ashton shall take such steps as may be necessary to (a) reflect
in the corporate records of Ashton, its Subsidiaries, joint ventures, and
affiliated companies and organizations that Tate has resigned as an officer and
director of Ashton and as an officer and director of Ashton's Subsidiaries,
joint ventures, and affiliated companies and organizations, and (b) remove Tate
and his family members, if any, as an authorized signatory on all corporate bank
accounts.
6. CONSULTING COMPENSATION. Ashton shall pay Tate (or, in the event
of his death, his estate) during the period from the Effective Date through
December 31, 1996, $40,000 , in substantially equal bi-weekly payments, with
Federal and state wage-type withholding deductions in accordance with applicable
law and Tate's elections. Ashton shall pay to Raymond Tate Associates, Inc.
during the period from the Effective Date through December 31, 1998, $120,000
per annum, in substantially equal bi-weekly payments.
7. CONSULTATION. During the period from the Effective Date until
December 31, 1998, Ashton hereby retains Tate to consult with CSI, such
consultations to be at times reasonably convenient to both Tate and CSI;
PROVIDED, HOWEVER, that Tate's consultation obligations hereunder shall not
require more than five hours per week of Tate's time. Unless otherwise agreed
by the parties hereto, such consultations shall not be deemed to involve a
transfer of any intellectual property or intangible property rights to Ashton or
CSI. Ashton shall reimburse Tate for reasonable documented expenses incurred in
connection with his consultation with CSI during the period from the Effective
Date through December 31, 1998.
8. CONTINUING ROLE IN CSI. As of the Effective Date, Ashton shall
name Tate Chairman Emeritus of the Board of Directors of CSI.
9. NON-COMPETITION AND NON-SOLICITATION. (a) Except with the
prior written consent of Ashton, Tate shall not, during the period ending
December 31, 1998, directly or indirectly manage, operate, control, be
employed by, participate in, invest in, or be connected in any manner with,
the management, operation, ownership or control of any business or venture to
the extent such business or venture competes with products or services of
Ashton or its Subsidiaries in the Financial Services Industry, provided that
nothing herein shall prohibit Tate from owning up to 5% of the outstanding
voting securities of any issuer the securities of which are listed or traded
on a U.S. national stock exchange, the NASDAQ system, or a comparable foreign
exchange or system.
(b) During the period ending December 31, 1998, Tate and his
Affiliates shall not:
(i) Hire any employee of the Company or any Person who was an employee of
the Company within the 6-month period prior to the Closing Date except employees
(other than Jeffrey Sussman) who work at the Company's headquarters in Maryland;
(ii) Hire or enter into any consulting arrangement, joint venture or other
business relationship with any Person, or attempt to do or assist any other
Person in entering into or attempting to enter into any of the foregoing with
any Person, for
-3-
<PAGE>
the purpose of developing, marketing, producing, creating, directly or
indirectly, products or services for use in the Financial Services Industry; or
(iii) Solicit the business of either (i) any customer of the Company or
its Subsidiaries to whom Tate or the Company or its Subsidiaries rendered
services during either (x) the 12-month period prior to the Closing Date or (y)
12-month period prior to termination of this Agreement (a "Specific Customer");
or (ii) any Person whose business the Company or Tate solicited during either
(x) the 6-month period prior to the Closing Date or (y) the 6-month period prior
to the termination of this Agreement (a "Specific Contact"), in either case for
the purpose of developing, marketing, producing, creating, directly or
indirectly, products or services for use in the Financial Services Industry.
10. OTHER MATTERS.
(a) Tate has cancelled the Ashton American Express account
heretofore maintained for the benefit of Tate and other employees of Ashton and,
following the Effective Date, will not incur any further charges under such
American Express card.
(b) The parties shall use their best efforts to cause the
automobile lease under which Ashton is the lessee and which relates to the jeep
driven by Mr. Tate as an employee of Ashton (the "Automobile Lease") to be
transferred to Tate such that Tate shall be the lessee thereunder and Ashton
shall be released from its obligations under such lease. Ashton shall pay any
transfer fee payable under the Automobile Lease up to $150 and, if Ashton is
released from the Automobile Lease and Tate assumes such lease, Ashton shall pay
to Tate an automobile allowance at the rate of $500 per month during the period
from the Effective Date through December 31, 1998. If Ashton is not released
from the Automobile Lease, use of the jeep and payment of all amounts due under
the Automobile Lease shall be as agreed by Tate and Ashton.
(c) Tate shall have the right to purchase individual items of
furniture and equipment owned by Ashton and located at Ashton's headquarters
office space in Columbia, Maryland, at a price equal to the lower of the book
value or appraised value of such furniture and equipment. Such furniture and
equipment shall be specified by Tate in writing on or before the Effective
Date. At Tate's option, the amounts due from Tate to Ashton in respect of such
furniture and equipment may be offset against Ashton's obligations to Tate
under Section 6 hereof. Otherwise, Tate shall pay Ashton the purchase price of
such furniture and equipment within 30 days after agreement as to the price
thereof.
11. INDEMNIFICATION AND DIRECTORS AND OFFICERS INSURANCE COVERAGE.
(a) Ashton acknowledges that its By-Laws include provisions
designed to provide to former officers and directors indemnification in respect
of threatened and commenced actions, suits and proceedings in which an
individual is a party or is threatened to be made a party by reason of the fact
that he is or was an officer or director of Ashton or its Subsidiaries. Ashton
shall, and shall cause its Subsidiaries to, continue to provide indemnification
to Tate under such provisions to the maximum extent permitted by applicable
-4-
<PAGE>
law. Ashton shall provide indemnification to Tate only as authorized in a
specific case upon a determination by Ashton or a court of competent
jurisdiction that indemnification of Tate is proper in the circumstances because
he has met the applicable standard of conduct under the Delaware General
Corporation Law (the "DGCL"). Tate shall be entitled to mandatory advancement
of expenses (including attorneys' fees) as contemplated by Section 145(e) of the
DGCL in advance of a final determination as to whether Tate is entitled to be
indemnified by Ashton; PROVIDED, HOWEVER, that Tate hereby agrees to repay any
such advanced expenses if it shall ultimately be determined by a court of
competent jurisdiction that Tate is not entitled to be indemnified by Ashton as
authorized by Section 145(e) of the DGCL.
(b) Following the Effective Date, Ashton shall continue to
maintain its existing directors and officers liability insurance policies in
effect in at least the same amounts and against the same risks that are in
effect as of the Effective Date. If, for any reason, Ashton shall not continue
to have in effect directors and officers liability insurance coverage, on terms
substantially comparable to those presently in effect, Ashton shall provide Tate
with written notice of the reduction, cancellation, nonrenewal or other
modification of such coverage not less than 20 days prior to the effectiveness
of such reduction, cancellation, nonrenewal or other modification.
12. PROPRIETARY INFORMATION AND BUSINESS AND PERSONAL PROPERTY.
Tate hereby disclaims and waives for himself and his Affiliates
any ownership rights or title to, and will not directly or indirectly disclose,
any confidential records, information, documents, data, formulae,
specifications, know-how, technology, intellectual property, trademarks, trade
names, service marks, copyrights, patents, trade secrets and other intangible
rights owned by Ashton and its Subsidiaries, or to the use of any such
information, except pursuant to a valid court order, subpoena or discovery
request (and in the case of such disclosure Tate will provide Ashton with
written notice of the same). The immediately preceding sentence shall not apply
to information: (i) related to the Licensed Technology; (ii) disclosure of which
is required by law or by process lawfully issued; (iii) which has been disclosed
to Tate or to a third party by a person not under a duty of confidentiality with
respect to that information; or (iv) which later enters the public domain
through no fault or breach of duty by Tate.
13. CONFIDENTIALITY. Except as required by law, pursuant to a valid
subpoena or with the prior consultation and prior consent of the parties hereto,
no party to this Agreement or any Person acting for or on their behalf, shall
directly or indirectly make any written or oral statement publicly or privately
to any Person if such statement relates to or concerns (i) this Agreement, (ii)
any matter related to this Agreement, (iii) the management, conduct or affairs
of the Company, its Subsidiaries, Tate or any of the Group Members, (iv) the
relationship by and among the parties, or (v) unless expressly directed by the
Company's Board of Directors, the relationship of the Company or its
Subsidiaries with any third party. Notwithstanding the foregoing, a party to
this Agreement may discuss any of the foregoing privately with (a) a member of
such party's immediate family or (b) directors, officers. employees or auditors
of the Company or its Subsidiaries (each an "Authorized Person") if, and only
if, the Authorized Person agrees to be bound by the terms of this Section 13.
If an Authorized Person breaches the terms of this Section 13, the party to this
Agreement who discussed the prohibited matters with the Authorized Person shall
be liable for the Authorized Person's breach of this Section 13.
-5-
<PAGE>
Anything in this Section 13 to the contrary notwithstanding, the parties agree
that a press release in the form of Exhibit C to the Settlement Agreement shall
be issued by the Company on the Closing Date.
14. NO ADMISSIONS. Nothing contained in this Agreement shall be
considered an admission by either party of any wrongdoing under any Federal,
state or local statute, public policy, tort law, contract law, common law or
otherwise.
15. NO THIRD PARTY CLAIMS. Each party represents and warrants that
no other person or entity has, or to the best knowledge of such party claims,
any interest in any potential claims, demands, causes of action, obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released; that it or he has full and complete authority to execute this
Agreement; and that it or he has not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation or
liability subject to this Agreement.
16. EXPENSES. Each party shall pay its own costs incident to the
negotiation, preparation, performance, execution, and enforcement of this
Agreement, and all fees and expenses of its or his counsel, accountants, and
other consultants, advisors and representatives for all activities of such
persons undertaken in connection with this Agreement.
17. NO THIRD PARTY BENEFICIARIES. Except as expressly stated herein,
the parties do not intend to make any person or entity who is not a party to
this Agreement a beneficiary hereof, and this Agreement should not be construed
as being made for the benefit of any person or entity not expressly provided for
herein.
18. REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants to the other party that (a) the execution, delivery and performance of
this Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, and (b)
this Agreement constitutes the legal, valid and binding obligations of the party
in question enforceable against such party in accordance with its terms.
19. ADVICE OF COUNSEL. The parties acknowledge that they have been
advised by competent legal counsel in connection with the execution of this
Agreement, that they have read each and every paragraph of this Agreement and
that they understand their respective rights and obligations. Tate declares
that he has completely read this Agreement, fully understands its terms and
contents, and freely, voluntarily and without coercion enters into this
Agreement.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and all
prior negotiations and representations are merged herein or replaced hereby.
21. SEVERABILITY. If any provision of this Agreement is held
illegal, invalid or unenforceable, such illegality, invalidity, or
unenforceability shall not affect any other provision hereof. Any such
provision and the remainder of this Agreement shall, in such circumstances, be
deemed modified to the extent necessary to render enforceable the remaining
provisions hereof.
-6-
<PAGE>
22. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the law of the State of Delaware.
23. EFFECTIVENESS. This Agreement has been executed by or on behalf
of Tate and Ashton on the dates shown opposite their respective signatures
below, and this Agreement is effective as of the Effective Date.
24. COUNTERPARTS. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement, and shall become
effective on the Effective Date.
-7-
<PAGE>
IN WITNESS WHEREOF, Raymond T. Tate and The Ashton Technology Group,
Inc. have executed this Agreement on the date first written above.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Ruth M. Davis
------------------------------
Name: Ruth M. Davis
Title: Director
10420 Little Patuxent Parkway
Suite 490
Columbia, MD 21044
Tel: 410-715-8732
Fax: 410-715-8735
/s/ Raymond T. Tate
-------------------------------------
Raymond T. Tate
17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
-8-
<PAGE>
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement"), dated as of October 22,
1996, is by and between Raymond T. Tate, a resident of the State of Maryland
(together with his heirs and permitted assigns, "Tate"), and The Ashton
Technology Group, Inc., a Delaware corporation ("Ashton").
WHEREAS, Ashton is the owner of certain technology and rights relating
thereto; and
WHEREAS, Ashton is willing to grant to Tate and Tate desires to
acquire from Ashton a license to use such technology;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises set forth herein and for other good and valuable
consideration, the parties agree as follows:
1. DEFINITIONS. As used in this Agreement:
"AFFILIATE" means, with respect to a Person, any other Person
controlled by or, as of the date of this Agreement, controlling or under common
control with, such Person. "Control" (including the terms "controlling",
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, the
holding of proxies, by contract or otherwise.
"Field of Use" means any and all fields of use other than the
Financial Services Industry.
"Licensed Technology" means the technology described on Exhibit A
hereto employed by Ashton, utilizing CSI, Alliant TechSystems Inc. and
Information Security Systems Incorporated, as subcontractors, to develop the
Ashton Technology Encryption Devices ("ATED"), including the ATED Key Management
System, encryption software and crypto-server technology, but excluding all
trade and service names and trademarks and service marks associated therewith.
"Financial Market Participants" means any Person who participates, in
any capacity, in the Financial Markets, including, without limitation,
investment banking companies, broker dealers, investment companies, banks,
commercial trust companies, thrift institutions, savings and loan associations,
mutual savings banks and credit unions, life insurance companies, property and
casualty insurance companies, reinsurance companies, pension funds, and state
and government retirement funds.
"Financial Markets" means (A) all U.S. and foreign registered national
securities exchanges, the Nasdaq market systems, markets for securities,
physical commodities in commercially accepted bulk units, commodities and other
futures, derivatives, options, currencies
<PAGE>
and commercial paper, (B) clearing corporations and depository trust companies,
(C) wire transfer systems including, without limitation, the Federal wire and
S.W.I.F.T, and (D) electronic market information systems, including, without
limitation, Instinent, Bloomberg, Investment Technology Group, Dow Jones,
Telerate and Reuters.
"Financial Services Industry" means all U.S. and foreign Financial
Markets and Financial Market Participants to the extent, and only to the extent,
such Financial Markets and Financial Market Participants involve, execute or
engage in the trading, by electronic or other means, of securities, physical
commodities in commercially accepted bulk units, commodities and other futures,
derivatives, options, currencies and commercial paper. For example, the
definition of Financial Services Industry would not encompass a network
established by a company for communication among its branch offices. The
definition would, however, encompass a computer network used by the same company
to allow its pension administrator to execute trades on behalf of the company's
pension fund.
"Person" means any individual, corporation, partnership, limited
liability company or partnership, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other entity
or organization.
2. GRANT OF LICENSE. Effective as of the Effective Date, Ashton
hereby grants to Tate, a perpetual, exclusive (subject to the provisions of
Section 4 hereof) and worldwide license, at his own cost, to use, sublicense,
reproduce, and make derivative works and enhancements of, the Licensed
Technology for any purpose within the Field of Use. Neither Ashton nor its
Subsidiaries nor Tate shall have any present or future obligation to update,
upgrade or modify the Licensed Technology.
3. TRANSFER AND HANDLING OF LICENSED TECHNOLOGY. (a) Upon written
request of Tate and at such place and time as reasonably requested by Tate,
Ashton shall provide Tate with one (1) copy of the Licensed Technology as it
exists on the date of transfer. To the extent reasonably practicable, upon
transfer to Tate all components of the Licensed Technology shall be stamped or
marked as "Confidential and Proprietary Information." The Licensed Technology
and copies thereof shall be kept in a locked and safe place at the principal
offices of Tate or other place as disclosed to Ashton in writing.
(b) Notwithstanding anything contained herein to the contrary, the
Licensed Technology is provided "AS-IS" and ASHTON DOES NOT MAKE NOR SHALL
ASHTON BE DEEMED TO HAVE MADE, AND ASHTON HEREBY EXPRESSLY DISCLAIMS, ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, WORKMANSHIP, DESIGN,
PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT, OPERATION, MERCHANTABILITY, OR
FITNESS FOR USE OF THE LICENSED TECHNOLOGY OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
TECHNOLOGY. In no event shall Ashton be liable to Tate, his Affiliates,
permitted assigns or sublicensees for lost profits, lost savings, or other
special, indirect or consequential damages arising out of any use or inability
to use the Licensed Technology, or for any claim against them by any other
party.
4. LICENSE FEE. During the period beginning on the date of this
Agreement and ending four years thereafter, Tate shall pay to Ashton a
cumulative license fee equal to $100,000 (the "License Fee") in order to retain
the exclusivity of the license granted in Section
-2-
<PAGE>
2. The License Fee shall be reduced by the total amount of royalties paid to
Ashton during such period pursuant to Section 6. If (i) Tate fails to pay the
License Fee when due or (ii) Raymond T. Tate dies prior to paying the License
Fee and his heirs or permitted assigns do not agree in writing within three
months of Raymond T. Tate's death to pay the License Fee when due, in either
case, Ashton shall have the right, effective immediately upon default to license
the Licensed Technology, on such terms and conditions as Ashton shall determine,
to any one or more persons for use in any field of use including the Field of
Use.
5. RIGHT TO SUBLICENSE. Ashton hereby grants to Tate the right to
grant sublicenses to third parties to use the Licensed Technology in the Field
of Use on such terms and conditions as are consistent with this Agreement.
6. ROYALTY. In consideration of the license granted in Section 2,
Tate shall, or shall cause his Affiliates and permitted assigns under this
Agreement, if any, to pay to Ashton a perpetual royalty equal to 2% of the total
gross revenues earned by Tate, his Affiliates and permitted assigns under this
Agreement, if any, from use, maintenance or support of the Licensed Technology.
Such royalty shall be payable on an annual calendar year basis within 90 days
after the end of each calendar year. Royalty payments which are not timely made
shall bear interest at 10% per annum.
7. RECORDS. Tate shall, and shall require his Affiliates,
sublicensees and permitted assigns under this Agreement to keep accurate
financial accounts of the gross revenues generated by use of the Licensed
Technology in accordance with generally accepted accounting principles. Tate
shall and shall cause each such Person to render a full statement (the "Royalty
Statement") of the same in writing to Ashton for each calendar quarter for so
long as this Agreement remains in effect. All Royalty Statements shall be
accompanied by a certificate signed by Tate, or an executive officer of Tate's
Affiliates, sublicensees or permitted assigns under this Agreement, as the case
may be, which certificate shall show in sufficient detail how the royalty amount
was computed and state that the Royalty Statement has been reviewed by qualified
independent public accountants. Ashton shall have the right during normal
business hours to examine all of the books and records of Tate, his Affiliates,
sublicensees and permitted assigns under this Agreement that are relevant to the
determination of the royalties for the purpose of verifying Royalty Statements
and earned royalties.
8. DISCLAIMER OF OWNERSHIP; RESERVATIONS. Tate hereby disclaims and
waives for himself and his Affiliates and permitted assigns under this Agreement
any ownership rights, title, patent rights, copyrights and intellectual property
rights to the Licensed Technology, and all such rights, if any, are hereby
transferred and assigned in perpetuity to Ashton. Ashton hereby reserves to
itself the right to use, sell and sublicense the Licensed Technology itself for
any purpose in the Financial Services Industry, which Tate agrees is exclusively
reserved to Ashton.
9. IMPROVEMENTS. Tate shall be the exclusive owner of all rights,
title and interest in and to any derivative works, enhancements, upgrades,
improvements or developments of or in the Licensed Technology that may be made
or developed by Tate after the Effective Date ("Improvements"); PROVIDED,
HOWEVER, that Tate shall not use, sell or sublicense Improvements for any
purpose in the Financial Services Industry.
10. ENFORCEMENT. In the event that Tate or Ashton become aware that
any third
-3-
<PAGE>
party is or may be infringing or misappropriating any intellectual property
rights in the Licensed Technology, each shall promptly notify the other in
writing of such infringement or misappropriation. Either party may, at its
option, include in such notification a demand that the other party take
appropriate steps to enforce the rights in the Licensed Technology against such
third parties. If either party does not take such steps within ten calendar days
after receipt of such a demand, the other party shall have the right (but not an
obligation), at its own expense, to enforce the rights in the Licensed
Technology against third parties who are or may be infringing or
misappropriating any intellectual property rights in the Licensed Technology.
Tate's rights of enforcement of the Licensed Technology shall be the same as if
Tate were a joint owner of all rights, title and interest in and to the Licensed
Technology. Ashton and Tate shall each provide reasonable cooperation and
assistance in connection with any enforcement of the Licensed Technology by
either party, including joining in any litigation or proceedings, at their own
cost, to the extent reasonably required for enforcement of Ashton and Tate's
respective rights in the Licensed Technology against third parties. In the
event that either party takes action against any third party with respect to the
Licensed Technology (including without limitation the commencement of litigation
or licensing or settlement discussions), any and all recovery of damages,
monetary settlements or licensing or other revenues shall belong exclusively to
the party bringing such action, unless the other party has participated in the
defense of the Licensed Technology in which case such recoveries shall go first
to each party in the amount of such party's reasonable documented legal fees and
other expenses directly connected with its participation in the defense of the
Licensed Technology and then to Ashton to the extent that the infringement or
misappropriation was not within the Field of Use and to Tate to the extent that
the infringement or misappropriation was within the Field of Use, subject in the
case of recoveries to Tate in excess of Tate's reasonable documented legal fees
and other expenses, to Tate's royalty obligations under Section 6. Neither
Ashton nor Tate shall enter into any settlement or other agreement limiting the
other's rights in the Licensed Technology without the prior written consent of
the other party to such limitation.
11. CONFIDENTIALITY AND NON-DISCLOSURE. Tate shall, and shall cause
his Affiliates, permitted assigns and sublicensees to maintain the confidential
and proprietary status of the Licensed Technology and not use the Licensed
Technology for any purpose other than as provided in this Agreement. Tate
agrees that the Licensed Technology will not be disclosed to third parties and
will not be accessible to anyone without a need to know, or use, the Licensed
Technology to give effect to the purposes of this Agreement. Tate shall notify
each employee to whom access is given or disclosure is made with respect to the
Licensed Technology that such disclosure is made in confidence and shall be kept
confidential. Tate shall enter into appropriate agreements with his employees
to protect the confidentiality of the Licensed Technology. Tate will not
disclose the Licensed Technology to independent contractors and consultants
without first obtaining appropriate confidential disclosure agreements, and will
otherwise use at least the same degree of care used to protect his own
confidential information.
12. GOVERNMENT APPROVALS. It is understood and agreed that the grant
of a license hereunder may be limited by and subject to the export license
requirements of the United States Government respecting all intellectual
property rights in and to the Licensed Technology and encryption computer
software and hardware systems generally. Tate agrees to abide by and comply
with all existing and future laws and regulations which may be required to
obtain export licenses pursuant to the laws and regulations of the United States
Government respecting the Licensed Technology. Tate agrees to indemnify and
hold Ashton harmless from any breach of
-4-
<PAGE>
this obligation in connection with Licensed Technology including reasonable
attorneys' fees.
13. MISCELLANEOUS.
13.1 REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants to the other party that (i) the execution, delivery and performance of
this Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto.
13.2 FURTHER ASSURANCES. Each party agrees from time to time, at the
request of any other party to execute such documents or ratify such agreements
as may be reasonably necessary to effect the agreements contained herein.
13.3 MODIFICATION. This Agreement shall not be modified or amended
except by an agreement in writing executed by all parties hereto.
13.4 APPLICABLE LAW. This Agreement shall be governed under the law
of the State of Delaware without regard to the principles of conflicts of law
thereof.
13.5 ASSIGNMENT. Ashton may assign or otherwise transfer any of its
rights and interests, or delegate any of its respective obligations hereunder
without the prior written consent of Tate. Tate shall not assign or otherwise
transfer any of his rights and interests, nor delegate any of his respective
obligations hereunder without the prior written consent of Ashton; PROVIDED,
HOWEVER, that Tate may fully assign his rights and interests, and delegate his
obligations hereunder, effective upon written notice thereof, to any Affiliate
of Tate if such Affiliate assumes all of the obligations of Tate hereunder,
agrees to be bound by the terms of this Agreement and this Agreement remains
binding upon Tate.
13.6 ENTIRE AGREEMENT. This Agreement contains the entire and final
agreement between the parties with respect to the subject matter hereof, and no
oral statements, assumptions or representations or prior written matter not
contained or referred to in this instrument shall have any force or effect.
13.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
13.8 SEVERABILITY. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
13.9 HEADINGS. The headings used in this Agreement are for
convenience only and shall not be deemed part of the agreements of the parties
set forth herein.
13.10 WAIVER. No consent or waiver, express or implied, by any
party to or of any breach or default by another party in performance by the
breaching party of its obligations
-5-
<PAGE>
under this Agreement shall be deemed or construed to be a consent or waiver to
or of any breach or default by the breaching party in the performance by such
breaching party of any other obligations of such breaching party under this
Agreement. Failure on the part of any party to object to or complain of any act
or failure to act of any of the other parties or to declare any of the other
parties in default shall not constitute a waiver of any right or remedy or the
ability to object or complain or to declare any default at any time in the
future.
13.11 SPECIFIC PERFORMANCE. The parties agree that any breach of
this Agreement by any party would result in irreparable harm for which the other
parties would not have an adequate remedy at law and that the parties shall each
be entitled to injunctive and other equitable relief to enforce specifically the
terms and provisions hereof, in addition to any other rights or remedies
available to such parties.
13.12 SUBMISSION TO JURISDICTION. Any judicial proceeding brought
with respect to this Agreement must be brought in any United States District
Court (or if such court lacks jurisdiction, any state court) sitting in
Wilmington, Delaware and by execution and delivery of this Agreement, each
signatory hereto (i) hereby submits to and accepts, generally and
unconditionally, the exclusive jurisdiction of such courts and any related
appellate court, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement and (ii) irrevocably waives any
objection it may now or hereafter have as to the venue of any such suit, action
or proceeding brought in such a court or that such court is an inconvenient
forum.
13.13 NOTICES. Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by any party to the
other parties shall be in writing and delivered in person or by courier or by
facsimile transmission to the address for notices set forth next to each party's
name on the signature page hereto or to such other place and with such other
copies as either party may designate as to itself by written notice to the
others. Any failure by any party to deliver copies of any notice shall not, in
itself, affect the validity of such notice if otherwise properly made to the
other party.
-6-
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed by parties, effective
as of the day and year first above written.
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Albert J. Baciocco, Jr.
-----------------------------
Name: Albert J. Baciocco, Jr.
Title: Director
10420 Little Patuxent Parkway
Suite 490
Columbia, MD 21044
Tel: 410-715-8732
Fax: 410-715-8735
RAYMOND T. TATE
/s/ Raymond T. Tate
------------------------------------
Address for Notices: 17929 Pond Road
Ashton, Maryland 20861
Tel: 301-774-7714
Fax: 301-774-7131
-7-
