FROM PAUL RICHTER
October 3, 2000
Board of Directors
Socrates Technologies Corporation
8133 Leesburg Pike, Suite 770
Vienna, Virginia 22182
RE: RESIGNATION AS A DIRECTOR
BY HAND
Dear Board Members:
I hereby resign as a director of Socrates Technologies Corporation
(Company), effective 12 Noon, local time, on Tuesday, October 3, 2000.
I am resigning to devote my full-time and attention to my duties as
President of Technet Computer Services, Inc., a subsidiary of the Company;
General Counsel and Secretary to Networkland, Inc., a subsidiary of the Company;
General Counsel and Secretary of the Company and the sole executive of the
following Company subsidiaries: Expert, Inc., Socrates Technologies, Inc., and
JMR Distributors, Inc. With the limited number of officers on hand to deal with
the variety of tasks and issues facing the Company and its subsidiaries, the
Company needs each officer to focus on growing and developing the profitability
of his assigned operations or the performance of his assigned duties.
Like any public company, the Company and its public shareholders are
best served by a board made up of experienced, independent directors and senior
officers --- each accepting the responsibilities of their respective offices and
the challenge of leadership without excuses and each remaining faithful to their
respective duties to the public shareholders.
I look forward to supporting the new board in its efforts to make the
Company and its operations profitable in the near future. Since joining the
Company in December 1996, I have always tried to promote the best interests of
the public shareholders of the Company. As such, I have advocated and supported
periodic, remedial reviews of management, financial, corporate governance
systems, policies and controls. I encourage the new board to remain faithful to
the spirit behind such reviews and to remain committed to protecting and
promoting the best interests of the public shareholders.
Pursuant to instruction (e) for Item 6 of Form 8-K, I hereby request
that this letter be filed as an exhibit to the Company's Form 8-K that discloses
my resignation as a director of the Company.
Respectfully
/s/ Paul W. Richter
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Paul W. Richter
