<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
MOUNTBATTEN, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2633708
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Thirty Three Rock Hill Road
Bala Cynwyd, Pennsylvania 19004
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(Address of Principal Executive Offices) (Zip Code)
--------------------
MOUNTBATTEN, INC.
1993 NON-QUALIFIED STOCK OPTION PLAN
1993 INCENTIVE STOCK OPTION PLAN
INDIVIDUAL NON-QUALIFIED STOCK OPTION AGREEMENT
-----------------------------------------------
(Full title of the plans)
--------------------
Kenneth L. Brier, President
Mountbatten, Inc.
Thirty Three Rock Hill Road
Bala Cynwyd, Pennsylvania 19004
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(Name and address of agent for service)
(610) 664-2259
---------------------------------------
(Telephone number, including area code,
of agent for service)
--------------------
Copy to:
John W. Kauffman, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, PA 19103-7396
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 305,500 shares $4.67 $1,426,685 $433
par value $.001
========================================================================================================================
</TABLE>
(1) In addition, this registration statement also registers such additional
shares as may be required to be issued under the plans listed above in the
event of a stock dividend, reverse stock split, split-up, reclassification
or other similar events.
(2) Estimated solely for the purpose of calculating the registration fee based
on the average exercise price of the outstanding options to purchase the
shares of the Common Stock of the Company registered hereunder.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-KSB of Mountbatten, Inc. (the
"Company") for the year ended December 31, 1996 as filed by the Company with the
Securities and Exchange Commission (the "Commission") on March 31, 1997.
(b) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended March 31, 1997 as filed by the Company with the Commission on May 14,
1997.
(c) The Quarterly Report on Form 10-QSB of the Company for the quarter
ended June 30, 1997 as filed by the Company with the Commission on August 14,
1997.
(d) The description of the Company's Common Stock set forth in the
Company's Registration Statement No. 33-78336 on Form SB-2, declared effective
with the Commission under the Securities Act of 1933, as amended, (the "Act") on
September 1, 1994, under the caption "Description of Securities," which is
incorporated by reference in response to Item 1 of the Company's Registration
Statement No. 0-24638 on Form 8-A declared effective with the Commission on
September 1, 1994 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") and the Company's proxy statement for the
Company's 1997 Annual Meeting of Stockholders filed with the Commission on April
16, 1997.
All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement,
in each case filed by the Company prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of the Company as
of December 31, 1996 and for each of the years in the two-year period ended
December 31, 1996 have been incorporated by reference herein and in this
Registration Statement in reliance upon the report of Price Waterhouse LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylvania Business Corporation Law (the "BCL"), which applies
to the Company, the Company's Bylaws provide for indemnification of directors
and officers for all expense, liability and loss (including without limitation
attorney's fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in any threatened,
pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Company), whether civil,
criminal, administrative, investigative, or through arbitration, unless the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. The right to
indemnification provided in the Company's Bylaws includes the right to have the
expenses incurred by such person in defending any proceeding paid by the Company
in advance of the final disposition of the proceeding to the fullest extent
permitted by Pennsylvania law; provided that, if Pennsylvania law continues so
to require, the payment of such expenses incurred by such person in advance of
the final disposition of a proceeding may be made only upon delivery to the
Company of an undertaking, by or on behalf of such person, to repay all amounts
so advanced without interest if it is ultimately determined that such person is
not entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased to
be a director or officer of the Company and inures to the benefit of his or her
heirs, executors and administrators. The Bylaws for the Company also avail
directors of the Pennsylvania law limiting directors' liability for monetary
damages for any action taken or any failure to take any action to those cases
where they have breached their fiduciary duty under the BCL and such breach
constitutes self-dealing, willful misconduct or recklessness, provided, however,
that this limitation does not apply to the responsibilities or liabilities of a
director pursuant to any criminal statute, or to the liabilities of a director
for payment of taxes pursuant to local, Pennsylvania or federal law.
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<PAGE>
Item 7. Exemption from Registration Claimed.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
4.1 Mountbatten, Inc. 1993 Non-Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10.5 to the Company's Form
SB-2 Registration Statement (No. 33-78336) filed with the
Commission on May 9, 1994).
4.2 Mountbatten, Inc. 1993 Incentive Stock Option Plan. (Incorporated
by reference to Exhibit 10.6 to the Company's Form SB-2
Registration Statement (No. 33-78336) filed with the Commission
on May 9, 1994).
4.3 Form of Individual Non-Qualified Stock Option Agreement. (Filed
herewith.)
5.1 Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)
23.1 Consent of Duane, Morris & Heckscher LLP (included in their
opinion filed as Exhibit 5).
23.2 Consent of Price Waterhouse LLP. (Filed herewith.)
24.1 Power of Attorney. (See page II-5 of this Registration
Statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
II-4
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i)and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the undersigned registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(b) that for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offer
thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bala Cynwyd, Pennsylvania on September 25, 1997.
MOUNTBATTEN, INC.
By:/s/ Kenneth L. Brier
------------------------------
Kenneth L. Brier, President
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Kenneth L. Brier and Joel D. Cooperman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/ Kenneth L. Brier President, Chief Executive September 25, 1997
- --------------------------
Kenneth L. Brier Officer and a Director
(principal executive officer)
Ted A. Drauschak Executive Vice President, September 25, 1997
- --------------------------
Ted A. Drauschak Secretary and a Director
/s/ Joel D. Cooperman Vice President, Finance, September 25, 1997
- --------------------------
Joel D. Cooperman Treasurer and Chief
Financial Officer (principal
financial and accounting officer)
/s/ J. Michael Adams Director September 25, 1997
- --------------------------
J. Michael Adams
/s/ Thomas P. Garry Director September 25, 1997
- --------------------------
Thomas P. Garry
II-6
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit
4.1 Mountbatten, Inc. 1993 Non-Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10.5 to the Company's
Form SB-2 Registration Statement (No. 33-78336) filed with the
Commission on May 9, 1994).
4.2 Mountbatten, Inc. 1993 Incentive Stock Option Plan. (Incorporated
by reference to Exhibit 10.6 to the Company's Form SB-2
Registration Statement (No. 33-78336) filed with the Commission
on May 9, 1994).
4.3 Form of Individual Non-Qualified Stock Option Agreement. (Filed
herewith.)
5.1 Opinion of Duane, Morris & Heckscher LLP. (Filed herewith.)
23.1 Consent of Duane, Morris & Heckscher LLP. (Included in their
opinion filed as Exhibit 5).
23.2 Consent of Price Waterhouse LLP. (Filed herewith.)
24.1 Power of Attorney. (See page II-5 of this Registration
Statement).
<PAGE>
Exhibit 4.3
Form of
MOUNTBATTEN, INC.
INDIVIDUAL NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of June 2, 1997, is made by and between
Mountbatten, Inc., a Pennsylvania corporation (the "Company"), and S. Peter
Albert (the "Director"), a director of HMS Dreadnought, Inc., a subsidiary of
the Company.
RECITALS:
WHEREAS, the Company wishes to afford the Director the opportunity to
purchase shares of the Company's common stock, $.001 par value (the "Common
Stock"); and
WHEREAS, the nonqualified stock option provided for herein has been
granted to the Director as an inducement to remain in the service of the Company
and as an incentive for increased efforts during such service;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
All capitalized terms used in this Agreement and not otherwise defined
shall have the meanings specified in the Company's 1995 Equity Incentive Plan
for Outside Directors (the "Plan") unless the context clearly indicates to the
contrary; provided, however, that the option provided for herein shall not be
deemed to have been granted under the Plan.
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<PAGE>
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
In consideration of the Director's agreement to serve as a director of
the Company and for other good and valuable consideration, on the date hereof
the Company grants to the Director a nonqualified stock option (the "Option") to
purchase any part or all of an aggregate of 3,000 shares of Common Stock upon
the terms and conditions set forth in this Agreement.
Section 2.2 - Purchase Price
The purchase price of the shares of Common Stock covered by the Option
shall be $8.50 per share, without commission or other charge, payable in legal
tender of the United States.
Section 2.3 - Adjustments in Option
In the event that the outstanding shares of the Company's Common Stock
are increased or decreased or changed into or exchanged for a different number
or kind of shares of the Company, or other securities of the Company, or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend (either in
shares of Common Stock or of another class of the Company's stock), spin-off or
combination of shares, an appropriate and equitable adjustment shall be made in
the number and kind of shares as to which the Option, or portion thereof then
unexercised, shall be exercisable as provided in Section 4(b)(vi) of the Plan.
ARTICLE III
EXERCISABILITY OF OPTIONS
Section 3.1 - Commencement of Exercisability
(a) Except as otherwise provided in Section 3.3, the Option may not be
exercised in whole or in part during the first six months after the date of its
grant, and, thereafter, the Option shall become exercisable in full or in part
at any time or from time to time until it expires as provided in Section 3.2
hereof.
(b) No portion of the Option that is unexercisable at the time of the
Director's Termination of Service shall thereafter become exercisable.
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<PAGE>
Section 3.2 - Expiration of Option
The Option may not be exercised to any extent by anyone after the first
to occur of the following events:
(a) The expiration of ten years from the date the Option is granted.
(b) The expiration of one year from the date of the Director's
Termination of Service, except that, in the event of the Director's removal for
cause, the Option shall terminate immediately upon the Director's Termination of
Service.
Section 3.3 - Acceleration of Exercisability
In the event of a Change in Control, as defined in the Plan, the Option
shall become immediately exercisable, regardless of whether the Option has
become exercisable pursuant to Section 3.1.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Director, only the Director may exercise the
Option or any portion thereof. After the death of the Director, any exercisable
portion of the Option may be exercised by the Director's personal representative
or by any person empowered to do so under the Director's will or under the then
applicable laws of descent and distribution. The Company may require appropriate
proof from any such person of such person's right or power to exercise the
Option or any portion thereof.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.2; provided, however, that the Company shall not be required to issue
fractional shares on exercise of the Option or portion thereof.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or the Secretary's office of all of the following
prior to the time when the Option or such portion becomes unexercisable under
Section 3.2:
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<PAGE>
(a) Notice in writing signed by the Director or other person then
entitled to exercise the Option or any portion thereof, stating that the Option
or portion is exercised, such notice complying with all applicable rules
established by the Board;
(b) Full cash payment for the shares with respect to which the Option
or portion is thereby exercised and which are to be delivered to him pursuant to
such exercise; provided, at the discretion of the Committee, payment may be made
in whole or in part in shares of Common Stock of the Company, which Common Stock
will be valued at its then Fair Market Value, or in whole or in part pursuant to
such other arrangement, including a simultaneous exercise and sale arrangement,
as the Commit tee, in its absolute discretion, determines; and
(c) Such representations and documents as the Board, in its absolute
discretion, deems necessary or advisable to effect compliance with the
Securities Act of 1933, as amended, and any other federal or state securities
laws or regulations. The Board may, in its absolute discretion, also take
whatever additional actions it deems appro priate to effect such compliance
including, without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars.
Section 4.4 - Conditions to Issuance of Stock Certificates
The shares of Common Stock deliverable upon exercise of the Option, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be fully paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock exchanges or
automated quotation system on which such class of stock is then listed;
(b) The completion of any registration or other qualification of such
shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Company shall, in its absolute discretion, deem necessary or
advisable;
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Company shall, in its absolute discretion,
determine to be necessary or advisable;
(d) The provision for any income tax withholding which the Company
shall, in its absolute discretion, determine to be necessary or advisable; and
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<PAGE>
(e) The lapse of such reasonable period of time following the exercise
of the Option as the Company may determine, in its absolute discretion, from
time to time to be necessary or advisable for reasons of administrative
convenience.
Section 4.5 - Rights As Stockholder
The holder of the Option shall not be, nor have any of the rights of, a
stockholder of the Company in respect to any shares purchasable upon the
exercise of the Option or any portion thereof unless and until certificates
representing such shares have been issued by the Company to the holder of the
Option.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Options Not Transferable
Neither the Option nor any interest or right therein or part thereof
shall be liable for the debts, contracts or engagements of the Director or the
Director's successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition is voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment, or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in this
Section 5.1 shall prevent transfers by will or by the applicable laws of descent
and distribution.
Section 5.2 - Shares To Be Reserved
The Company shall at all times during the term of the Option reserve
and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Agreement.
Section 5.3 - Notices
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Director shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 5.3, either party
may hereafter designate a different address for notices to be given to such
party. Any notice that is required to be given to the Director shall, if the
Director is then deceased, be given to the Director's personal representative if
such representative has previously informed the Company of his status and
address by written notice under this Section 5.3. Any notice shall have been
deemed duly given when delivered in person, deposited (with postage prepaid) in
first class United States mail or sent by overnight courier (with charges
prepaid).
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<PAGE>
Section 5.4 - Titles
Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.
Section 5.5 Governing Law
This Agreement shall be governed by and interpreted in accordance with
the internal laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
MOUNTBATTEN, INC.
By:
----------------------------------
Title:
----------------------------
--------------------------------------
[Optionee's Name]
---------------------------------------
Address
Director's Taxpayer
Identification Number:
----------------------------------------
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<PAGE>
EXHIBIT 5.1
September 25, 1997
The Board of Directors of
Mountbatten, Inc.
Thirty Three Rock Hill Road
Bala Cynwyd, PA 19004
Gentlemen:
We have acted as counsel to Mountbatten, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to 305,500 shares (the "Shares") of Common Stock,
$.001 par value, of the Company, pursuant to the Company's 1993 Non-Qualified
Stock Option plan, the Company's 1993 Incentive Stock Option Plan and the
Individual Non-Qualified Stock Option Agreement (the "Plans").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the respective Plans,
will be duly authorized, legally and validly issued and outstanding, fully paid
and nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement.
Sincerely,
/s/ DUANE, MORRIS & HECKSCHER LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement for the Mountbatten, Inc. 1993
Non-Qualified Stock Option Plan, the Mountbatten, Inc. 1993 Incentive Stock
Option Plan and the Mountbatten, Inc. Individual Non-Qualified Stock Option
Agreement on Form S-8 of our report dated February 21, 1997 appearing in
Mountbatten, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1996. We also consent to the reference to us under the heading "Interests of
Named Experts and Counsel" in such Prospectus.
/s/ Price Waterhouse LLP
Boston, Massachusetts
September 25, 1997
