<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ACE*COMM Corporation
____________________________
(Name of Issuer)
COMMON
_________________________
(Title of Class of Securities)
004404109
--------------------------
(CUSIP Number)
December 31, 1998
-----------------
(Date of Event Which Require Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b) (Qualified Investor)
[ ] Rule 13d-1(c) (Passive Investor)
[ X ] Rule 13d-1(d) (Exempt Investor)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 004404109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CEO Venture Fund II
IRS Id. No.: 25-1600986
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania
5. SOLE VOTING POWER 1,254,546
---------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,254,546
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 0
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,546
------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
PN
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colker and Newlin Management Associates II
IRS Id. No.: 25-1601304
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania
5. SOLE VOTING POWER 0
---------
NUMBER OF 6. SHARED VOTING POWER 1,254,546*
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,546
------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
PN
* Shares held by CEO Venture Fund II, a limited partnership of which the
reporting person is general partner. The reporting person disclaims
beneficial ownership of such shares.
2
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Newlin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
5. SOLE VOTING POWER 70,238
---------
NUMBER OF 6. SHARED VOTING POWER 1,254,546*
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 70,238
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,324,784
------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is managing general partner. The reporting person disclaims beneficial
ownership of such shares.
3
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Colker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
5. SOLE VOTING POWER 32,888
---------
NUMBER OF 6. SHARED VOTING POWER 1,254,546*
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 32,888
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,287,434
----------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is managing general partner. The reporting person disclaims beneficial
ownership of such shares.
4
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary P. Golding
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
5. SOLE VOTING POWER 2,628
---------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 2,628
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,174
-----------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is a general partner. The reporting person disclaims beneficial
ownership of such shares.
5
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eugene R. Yost
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY Membership in any
group is disclaimed.
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
5. SOLE VOTING POWER 44,000
---------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 44,000
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,298,546
------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.6%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is a general partner. The reporting person disclaims beneficial
ownership of such shares.
6
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glen F. Chatfield
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: USA
5. SOLE VOTING POWER 0
---------
NUMBER OF 6. SHARED VOTING POWER 0
SHARES ---------
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING ---------
PERSON
WITH 8. SHARED DISPOSITIVE POWER 1,254,546*
---------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,546
---------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTION)
IN
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is a general partner. The reporting person disclaims beneficial
ownership of such shares.
7
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
CEO Venture Fund II
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship or Place of Organization: Pennsylvania
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is being filed pursuant to 240.13d-1(b)
or 13d-2(b) or (c) Check this box Not Applicable.
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,254,546
---------
Item 4 (b) Percent of class: 14.1%
Item 4 (c) (i) sole power to vote: 1,254,546
-------------
(ii) shared power to vote: -0-
--------------
(iii) sole power to dispose: 1,254,546
--------------
(iv) shared power to dispose -0-
--------------
Item 5 Ownership of 5 percent or less of a class: Not Applicable
8
<PAGE>
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
9
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
Colker and Newlin Management Associates II
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship or Place of Organization: Pennsylvania
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is being filed pursuant to 240.13d-1(b) or
13d-2(b) or (c) Check this box Not Applicable.
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,254,546
----------
Item 4 (b) Percent of class: 14.1%
Item 4 (c) (i) sole power to vote: 0
-----------
(ii) shared power to vote: 1,254,546*
-----------
(iii) sole power to dispose: 0
(iv) shared power to dispose: 1,254,546*
-----------
10
<PAGE>
* Shares held by CEO Venture Fund II, a limited partnership of which the
reporting person is general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
11
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
William R. Newlin
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 13d-
2(b) or (c) check this box Not Applicable
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,324,784
----------
Item 4 (b) Percent of class: 14.9%
12
<PAGE>
Item 4 (c) (i) sole power to vote: 70,238
---------
(ii) shared power to vote: 1,254,546*
---------
(iii) sole power to dispose: 70,238
---------
(iv) shared power to dispose: 1,254,546*
---------
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is managing general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
James Colker
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 13d-
2(b) or (c) check this box Not Applicable
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,287,434
-----------
Item 4 (b) Percent of class: 14.5%
14
<PAGE>
Item 4 (c) (i) sole power to vote: 32,888
---------
(ii) shared power to vote: 1,254,546*
---------
(iii) sole power to dispose: 32,888
---------
(iv) shared power to dispose: 1,254,546*
---------
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the reporting
person is managing general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
15
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
Gary P. Golding
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 13d-
2(b) or (c) check this box Not Applicable
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,257,174
-----------
Item 4 (b) Percent of class: 14.2%
16
<PAGE>
Item 4 (c) (i) sole power to vote: 2,628
-----
(ii) shared power to vote: 0
-----
(iii) sole power to dispose: 2,628
-------
(iv) shared power to dispose: 1,254,546*
---------
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the
reporting person is a general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
17
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
Eugene R. Yost
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 13d-
2(b) or (c) check this box Not Applicable
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,298,546
-----------
Item 4 (b) Percent of class: 14.6%
18
<PAGE>
Item 4 (c) (i) sole power to vote: 44,000
------
(ii) shared power to vote: 0
------
(iii) sole power to dispose: 44,000
---------
(iv) shared power to dispose: 1,254,546*
---------
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the
reporting person is a general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
19
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1 (a) Name of issuer:
ACE*COMM Corporation
Item 1 (b) Address of issuer's principal executive offices:
704 Quince Orchard Road
Gaithersburg, MD 20878
Item 2 (a) Name of person filing:
Glen F. Chatfield
Item 2 (b) Address of principal business office:
c/o CEO Venture Fund
Suite 160
2000 Technologies Drive
Pittsburgh, PA 15219
Item 2 (c) Citizenship: USA
Item 2 (d) Title of class of securities: COMMON
Item 2 (e) Cusip No.: 004404109
Item 3 If this statement is filed pursuant to 240.13d-1(b) or 13d-
2(b) or (c) check this box Not Applicable
Item 4 Ownership
Item 4 (a) Amount beneficially owned: 1,254,546
-----------
Item 4 (b) Percent of class: 14.1%
20
<PAGE>
Item 4 (c) (i) sole power to vote: 0
----------
(ii) shared power to vote: 0
----------
(iii) sole power to dispose: 0
----------
(iv) shared power to dispose: 1,254,546*
----------
* Shares held by CEO Venture Fund II, a limited partnership whose general
partner is Colker and Newlin Management Associates II of which the
reporting person is a general partner. The reporting person disclaims
beneficial ownership of such shares.
Item 5 Ownership of 5 percent or less of a class: Not Applicable
Item 6 Ownership of more than 5 percent on behalf of another
person: Not Applicable
Item 7 Identification and classification of subsidiary: Not Applicable
Item 8 Identification and classification of members of
the group: Not Applicable
Item 9 Notice of dissolution of the group: Not Applicable
Item 10 Certification:
Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Agreement between the reporting persons
with respect to the filing of this Schedule 13G.
21
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
CEO VENTURE FUND II
Date: January 15, 1999 By: COLKER AND NEWLIN
MANAGEMENT ASSOCIATES II,
GENERAL PARTNER
By: /s/ JAMES COLKER
------------------------
James Colker
Managing General Partner
COLKER AND NEWLIN
MANAGEMENT ASSOCIATES II
Date: January 15, 1999 By: /s/ JAMES COLKER
------------------------
James Colker
Managing General Partner
WILLIAM R. NEWLIN
Date: January 15, 1999 By: /s/ WILLIAM R. NEWLIN
------------------------
William R. Newlin
JAMES COLKER
Date: January 15, 1999 By: /s/ JAMES COLKER
------------------------
James Colker
22
<PAGE>
GARY P. GOLDING
Date: January 15, 1999 By: /s/ GARY P. GOLDING
---------------------
Gary P. Golding
EUGENE R. YOST
Date: January 15, 1999 By: /s/ EUGENE R. YOST
---------------------
Eugene R. Yost
GLEN F. CHATFIELD
Date: January 15, 1999 By: /s/ GLEN F. CHATFIELD
---------------------
Glen F. Chatfield
23
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION PAGE
- ---------- ----------- ----
1 Agreement between the Reporting Persons with
respect to the filing of this Schedule 13G 25
24
<PAGE>
EXHIBIT 1
---------
We, the undersigned, hereby express our agreement that the attached
Schedule 13G is filed on behalf of each of the undersigned.
CEO VENTURE FUND II
Date: January 15, 1999 BY: COLKER AND NEWLIN
MANAGEMENT ASSOCIATES II,
GENERAL PARTNER
By: /s/ JAMES COLKER
------------------------
James Colker
Managing General Partner
COLKER AND NEWLIN
MANAGEMENT ASSOCIATES II
Date: January 15, 1999 By: /s/ JAMES COLKER
------------------------
James Colker
Managing General Partner
WILLIAM R. NEWLIN
Date: January 15, 1999 By: /s/ WILLIAM R. NEWLIN
------------------------
William R. Newlin
JAMES COLKER
Date: January 15, 1999 By: /s/ JAMES COLKER
------------------------
James Colker
25
<PAGE>
GARY P. GOLDING
Date: January 15, 1999 By: /s/ GARY P. GOLDING
---------------------
Gary P. Golding
EUGENE R. YOST
Date: January 15, 1999 By: /s/ EUGENE R. YOST
---------------------
Eugene R. Yost
GLEN F. CHATFIELD
Date: January 15, 1999 By: /s/ GLEN F. CHATFIELD
---------------------
Glen F. Chatfield
26
