Exhibit 99


                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                                Table of Contents


<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                     <C>
Report of Independent Accountants                                                       1

Balance Sheets, December 31, 1999 and 1998                                              2

Schedules of Investments, December 31, 1999 and 1998                                    3

Statements of Operations, Years ended December 31, 1999 and 1998, and the
    Period from December 30, 1997 (inception) through December 31, 1997                 5

Statements of Changes in Partners' Capital, Years ended December 31, 1999 and
    1998, and the period from December 30, 1997 (inception) through
    December 31, 1997                                                                   6

Statements of Cash Flows, Years ended December 31, 1999 and 1998, and the
    Period from December 30, 1997 (inception) through December 31, 1997                 7

Notes to Financial Statements                                                           8-12
</TABLE>

<PAGE>

[PricewaterhouseCoopers LLP Logo]




                        Report of Independent Accountants


To The Partners
Ben Franklin/Progress Capital Fund, L.P.:

In our opinion, the accompanying balance sheets, including the schedule of
investments, and the related statements of operations, changes in partners'
capital, and cash flow present fairly, in all material respects, the financial
position of Ben Franklin/Progress Capital Fund, L.P., at December 31, 1999 and
December 31, 1998, and the results of its operations and its cash flows for each
year in the period ended December 31, 1999 and 1998 and the period from December
30, 1997 (inception) to December 31, 1997 in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of the Partnership's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our
procedures included verification, by physical examination or correspondence with
the custodian, of investments owned as of December 31, 1999 and 1998. We believe
that our audits provide a reasonable basis for the opinion expressed above.


/s/ PricewaterhouseCoopers LLP
----------------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 24, 2000



                                        1
<PAGE>




                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                                 Balance Sheets

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>
                  Assets                                          1999           1998
                                                              --------------------------

<S>                                                            <C>             <C>
Venture capital investments, at fair value                    $ 9,830,314     $3,300,000
Cash and temporary investments                                  2,258,034        739,783
Interest receivable                                                40,191         30,988
Other Assets                                                       59,878         26,460
                                                              --------------------------

Total assets                                                  $12,188,417     $4,097,231
                                                              ==========================

              Liabilities and Partners' Capital

Liabilities:
     Deferred fees                                            $    20,992     $   31,996
     Accrued expenses                                              15,000         10,700
     Due to related party                                              --        500,000
                                                              --------------------------

         Total liabilities                                         35,992        542,696
                                                              --------------------------

Partners' capital:
     General partner                                            1,246,484         35,600
     Limited partners                                          10,905,941      3,518,935
                                                              --------------------------

         Total partners' capital                               12,152,425      3,554,535
                                                              --------------------------

Total liabilities and partners' capital                       $12,188,417     $4,097,231
                                                              ==========================
</TABLE>

See accompanying notes to financial statements.


                                       2
<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                             Schedule of Investments

                                December 31, 1999

<TABLE>
<CAPTION>
                                                                                            December 31, 1999
                                                                              ------------------------------------------
                                                                                 Number of                     Carrying
        Company                             Description                            shares        Cost            Value
------------------------------------------------------------------------------------------------------------------------

<S>                                <C>                                            <C>         <C>             <C>
Analytical Graphics, Inc.          12% subordinated note with warrants                 --     $  374,999      $  374,999

CEMA Technologies, Inc.            10% subordinated note with warrants                 --        300,000         300,000


Fiberlink Communications           12% subordinated note with warrants                 --        500,000         500,000
       Corporation

Homes for Living, Inc.             10% subordinated note with warrants                 --        300,000         300,000

Internet Capital Group, Inc.       Common stock                                    49,412        250,000       5,803,587
       (Nasdaq: ICGE)

Orthovita, Inc.                    20,000 warrants, exercise price of $10.50           --             --              --

Prima Facie, Inc.                  7.5% subordinated note with warrants                --        500,000         500,000
                                   Convertible note with warrants                      --        200,000         200,000

Rankin Corporation                 10% subordinated note with warrants                 --        300,000         300,000

RealTIME Media, Inc.               Series A preferred stock                        84,500        650,000         650,000

VerticalNet, Inc. (Nasdaq: VERT)
                                   Common stock                                     6,200             --         901,728
                                                                                              --------------------------

                                                                                              $3,374,999      $9,830,314
                                                                                              ==========================
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                             Schedule of Investments

                                December 31, 1998
<TABLE>
<CAPTION>
                                                                                         December 31, 1998
                                                                                     ------------------------
                                                                                                    Carrying
      Company                                  Description                              Cost          Value
-------------------------------------------------------------------------------------------------------------

<S>                              <C>                                                 <C>           <C>
Analytical Graphics, Inc.        12% subordinated note with warrants                 $  750,000    $  750,000

CEMA Technologies, Inc.          10% subordinated note with warrants                    300,000       300,000

Orthovita, Inc.                  20,000 warrants, exercise price of $10.50                   --            --

Prima Facie, Inc.                7.5% subordinated note with warrants                   500,000       500,000

Rankin Corporation               10% subordinated note with warrants                    300,000       300,000

R2Tape, Inc.                     10% subordinated note (rate increases annually to
                                        a maximum of 16%) with warrants                 500,000       500,000

Tryum Corporation                10% subordinated note with warrants                    450,000       450,000

VerticalNet, Inc.                Promissory note with warrants                          500,000       500,000

                                                                                     ------------------------
                                                                                     $3,300,000    $3,300,000
                                                                                     ========================
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                            Statements of Operations

                 Years ended December 31, 1999 and 1998, and the
       Period from December 30, 1997 (inception) through December 31, 1997



<TABLE>
<CAPTION>
                                                          1999            1998          1997
                                                       ---------------------------------------
<S>                                                     <C>             <C>             <C>
Revenue:
     Interest income                                   $  346,113       $227,109        $7,176
     Advisory fee income                                   11,004          8,004            --
                                                       ---------------------------------------
                                                          357,117        235,113         7,176
                                                       ---------------------------------------

Operating expenses:
      Management fee (note 3)                             271,500        269,625            --
      Professional fees                                    15,490         19,440         4,000
      Amortization                                          6,582          6,612            --
      Other                                                   164          2,642            --
                                                       ---------------------------------------
                                                          293,736        298,319         4,000
                                                       ---------------------------------------

Net operating income (loss)                                63,381        (63,206)        3,176
                                                       ---------------------------------------

Net change in investment valuation:
      Net realized gain from investments                  269,194             --            --
                                                       ---------------------------------------

      Unrealized appreciation                           6,455,315             --            --
                                                       ---------------------------------------

          Net increase in investment valuation          6,724,509             --            --
                                                       ---------------------------------------

Net increase (decrease) in partners' capital
     resulting from operations                         $6,787,890       $(63,206)       $3,176
                                                       =======================================
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                   Statements of Changes in Partners' Capital

                 Years ended December 31, 1999 and 1998, and the
       Period from December 30, 1997 (inception) through December 31, 1997


<TABLE>
<CAPTION>
                                                   General        Limited
                                                   Partner        Partners         Total
                                                -------------------------------------------

<S>                                             <C>            <C>              <C>
Partners' contributions                         $   17,600     $ 1,742,400      $ 1,760,000

Less syndication costs                                  --          (5,435)          (5,435)

Net increase in partners' capital resulting
     from operations                                    --           3,176            3,176
                                                -------------------------------------------

Balance as of December 31, 1997                     17,600       1,740,141        1,757,741

Partners' contributions                             18,600       1,841,400        1,860,000

Net decrease in partners' capital resulting
     from operations                                  (600)        (62,606)         (63,206)
                                                -------------------------------------------

Balance as of December 31, 1998                     35,600       3,518,935        3,554,535

Partners' contributions                             18,100       1,791,900        1,810,000

Net increase in partners' capital resulting
     from operations                             1,192,784       5,595,106        6,787,890
                                                -------------------------------------------

Balance as of December 31, 1999                 $1,246,484     $10,905,941      $12,152,425
                                                ===========================================
</TABLE>

See accompanying notes to financial statements.


                                       6

<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                            Statements of Cash Flows

                 Years ended December 31, 1999 and 1998, and the
       Period from December 30, 1997 (inception) through December 31, 1997
<TABLE>
<CAPTION>
                                                                                   1999              1998             1997
                                                                                 ------------------------------------------
<S>                                                                              <C>             <C>             <C>
Operating activities:
     Net increase (decrease) in partners' capital resulting from operations      $6,787,890      $   (63,206)    $    3,176
     Net increase in investment valuation                                        (6,724,509)              --             --
     Amortization of deferred fees                                                  (11,004)          (8,004)            --
     Changes in partnership assets and liabilities:
     Other assets                                                                   (33,148)          26,612        (20,000)
     Interest receivable                                                             (9,203)         (30,988)            --
     Accrued expenses                                                                 4,300            6,700          4,000
     Deferred fees                                                                       --           15,000         25,000

                                                                                 ------------------------------------------
Net cash provided by (used in) operating activities                                  14,056          (53,886)        12,176
                                                                                 ------------------------------------------

Investing activities:
     Venture capital investments                                                 (1,900,000)      (2,050,000)      (750,000)
     Proceeds from sale and repayment of venture capital investments              1,594,195               --             --
     Organization costs                                                                  --           (1,049)       (32,023)

                                                                                 ------------------------------------------
Net cash used in investing activities                                              (305,805)      (2,051,049)      (782,023)
                                                                                 ------------------------------------------

Financing activities:
     Partners' contributions, net of syndication costs                            1,810,000        1,860,000      1,754,565

                                                                                 ------------------------------------------
Net cash provided by financing activities                                         1,810,000        1,860,000      1,754,565
                                                                                 ------------------------------------------

Net increase (decrease) in cash and temporary investments                         1,518,251         (244,935)       984,718

Cash and temporary investments at beginning of period                               739,783          984,718             --

                                                                                 ------------------------------------------
Cash and temporary investments at end of period                                  $2,258,034       $  739,783       $984,718
                                                                                 ==========================================

Supplemental disclosures:
Interest paid                                                                    $       --       $    2,422     $       --
                                                                                 ==========================================

Supplemental disclosure of noncash investing activity:
Issuance of (satisfaction of) indebtedness to related party (Note 3)             $ (500,000)      $  500,000     $       --
                                                                                 ==========================================
</TABLE>

See accompanying notes to financial statements.


                                       7

<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

(1)    Organization and Operation

       Ben Franklin/Progress Capital Fund, L.P. (the Partnership) was formed on
       December 30, 1997, for the purpose of operating as a venture capital fund
       providing primarily subordinated debt financing for early-stage,
       technology-based companies in the Midatlantic region. The Partnership
       will be terminated on December 30, 2007, in accordance with the
       provisions of the Partnership Agreement, unless extended by the General
       Partner, with the consent of a majority of the Limited Partners, for up
       to three additional, one-year periods.

       The General Partner of the Partnership, Progress Capital, L.P., is
       responsible for the management and operation of the Partnership,
       including the appointment of an outside management company, if desired,
       to handle the general and administrative functions of the Partnership.

       The General Partner is also responsible for appointing an Advisory Board
       (the Board) made up of between three and seven people. The Board, for all
       periods presented herein, had five members. The duties of the Board
       include consultation and advice concerning the Partnership's investment
       strategy, discussions concerning potential conflicts of interest,
       referral of investment opportunities to the Partnership and such other
       advice and counsel as is requested by the General Partner in connection
       with the Partnership's investments and other Partnership matters.

       The Special Limited Partner in the Partnership is Ben Franklin Technology
       Center of Southeastern Pennsylvania. The General Partner's interest in
       the Partnership is 1% and the Limited Partners' interest, including the
       Special Limited Partner, is 99%.


(2)    Summary of Significant Accounting Policies

       (a)    Cash and Temporary Investments

              Partnership cash is invested in a certificate of deposit with an
              original maturity of less than 90 days and in an interest-bearing
              money market fund at Progress Bank (note 3).

       (b)    Valuation of Venture Capital Investments

              Venture capital investments are recorded at fair value as
              determined in good faith by the General Partner. If no public
              market exists for the venture capital investments, fair value
              is determined by taking into consideration the cost of the
              securities, subsequent developments concerning the companies to
              which the securities relate, any financial data and projections of
              such companies provided to the General Partner, and such other
              factors as the General Partner may deem relevant. Due to the
              inherent uncertainty of such valuation, these estimated fair
              values may differ significantly from the values that would have
              been used had a ready market for certain of these investments
              existed. The difference could be material.

              The Partnership records no value for warrants received in an
              investment transaction with a private company due to the lack of
              marketability and liquidity of such investment security.


                                      8                              (Continued)

<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

(2)    Summary of Significant Accounting Policies, continued:

              The fair value of investments traded in the public market is
              determined using an average of the closing bid prices for 10
              trading days prior to and including the date of the balance sheet
              to reflect market liquidity concerns. Investments traded in the
              public market that are restricted as to the sale of such
              securities are generally discounted by 30%, to reflect the lack of
              immediate market ability.

              Principal payments on the subordinated and convertible notes are
              due beginning in January 1999 and continuing through October 2004.
              Generally, interest on the notes is payable monthly or quarterly.

       (c)    Deferred Fees

              Deferred fees represent amounts received by the Partnership as
              loan placement fees from two of their portfolio investments. The
              amounts will be recognized ratably over the lives of the loans,
              which are five years and two-and-a-half years.

       (d)    Partners' Capital

              Limited and General Partners' Capital Contributions are recorded
              when due. Total Committed Capital of the Limited Partners at
              December 31, 1999, is $8,959,500, of which $5,375,700 has been
              called and $5,335,700 has been received. In addition, total
              Committed Capital of the General Partner at December 31, 1999, is
              $90,500, of which $54,300 has been called and received.

              Partnership profit and loss, in all cases, will be allocated to
              each partner in accordance with the Partnership Agreement. Net
              profits will be allocated in the following manner: first, to all
              Partners up to an aggregate amount equal to previously allocated
              net losses; second, 100% to the Limited Partners in proportion to
              their Capital Contribution until they have been allocated an
              amount equal to 10% of their aggregate Capital Contributions;
              third, 100% to the General Partner and the Special Limited Partner
              until they have been allocated an amount equal to 2.5% of the
              aggregate Capital Contributions of all Limited Partners, with the
              General Partner and the Special Limited Partner sharing such
              allocation 85% to the General Partner and 15% to the Special
              Limited Partner; and fourth, 80% to the Partners in proportion to
              their Partnership percentages and 20% to the General Partner. The
              General Partner and the Special Limited Partner shall share such
              allocation 85% to the General Partner and 15% to the Special
              Limited Partner. Net loss shall be allocated first to offset any
              net income previously allocated and then to the Partners in
              proportion to their Partnership percentages.


                                      9                              (Continued)
<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

       (e)    Syndication Costs

              Syndication costs consist of fees and expenses incurred in
              connection with the offering of limited partnership interests.
              Syndication costs are presented in the accompanying financial
              statements as a reduction of partners' capital.

       (f)    Income Taxes

              A provision for income taxes is not included in the accompanying
              financial statements, since Partnership earnings or losses are
              allocated to the partners for inclusion in each partner's separate
              tax return.

       (g)    Use of Estimates

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenue and expenses during the reporting
              period. Actual results could differ from those estimates.

              As further discussed above under Valuation of Venture Capital
              Investments, the Partnership uses specific criteria to determine
              the fair value of its investment portfolio. In many instances,
              there are no readily ascertainable fair values for certain
              investments. In these instances, management estimates fair value
              using current financial and operating information available to
              them.

       (h)    Reclassifications

              Certain prior year amounts have been reclassified to conform to
              the current year presentation.


(3)    Related Parties

       As permitted by the Partnership Agreement, the General Partner of the
       Partnership, Progress Capital, L.P., has entered into an agreement with
       Progress Capital Management, Inc. to provide management services to the
       Partnership. Progress Capital, Inc., the general partner of Progress
       Capital, L.P., and Progress Capital Management, Inc. are wholly owned
       subsidiaries of Progress Financial Corporation. Progress Capital
       Management, Inc. receives a fee for performing these services as stated
       in the Partnership Agreement. This fee is 3% of the aggregate Capital
       Commitments of the Partnership for the first seven years of the
       Partnership, 2.5% of the aggregate Capital Commitments of the Partnership
       for the eighth year, 2.0% of the aggregate Capital Commitments of the
       Partnership for the ninth year, and 1.5% of the aggregate Capital
       Commitments of the Partnership for each year thereafter. The fee is based
       on the committed capital as of the first day of the quarter. The fee for
       1999, 1998 and 1997 was $271,500, $269,625 and $0, respectively.


                                      10                             (Continued)

<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

       NewSpring Ventures, L.P. (NewSpring Ventures) is an affiliate of the
       Partnership. The managing directors of the Partnership also serve as the
       managing directors of NewSpring Ventures. Progress Capital Management,
       Inc., which provides management services to the Partnership, also
       provides similar services to NewSpring Ventures investments in these
       companies.

       The Partnership has invested in RealTIME Media, Inc. and Fiberlink
       Communications Corporation on the same terms and conditions as NewSpring
       Ventures' investments in these companies.

       On June 4, 1998, the Partnership borrowed $400,000 from Progress
       Financial Corporation. The money was fully repaid on June 30, 1998, with
       interest at the prime rate.

       As of December 31, 1998, the Partnership owed Progress Bank, a wholly
       owned subsidiary of Progress Financial Corporation, $500,000 related to a
       larger loan made by Progress Bank to VerticalNet, Inc. in which the
       Partnership's amount was $500,000. As part of this loan transaction the
       Partnership received a warrant for 4,150 shares of common stock of
       VerticalNet, Inc. The loan was repaid in full by VerticalNet, Inc. to
       Progress Bank in early 1999, and therefore the Partnership's debt to
       Progress Bank was satisfied.

       Several of the companies in which the Partnership has investments as of
       December 31, 1999, have credit facilities with Progress Bank.

       During 1999, the Partnership had investments in CEMA Technologies, Inc.
       and Tryum Corporation, in which Progress Financial Corporation has also
       provided loans.

       The Partnership's cash and temporary investment balances at December 31,
       1999 and 1998, are held in accounts at Progress Bank.


(4)    Realized Gains and Losses on Investments

       The Partnership recorded the following realized gains and losses for the
year ended December 31, 1999:
<TABLE>
<CAPTION>
                                                                    Net                                 Realized
                                                                 proceeds              Cost            gain (loss)
                                                                --------------------------------------------------

       <S>                                                      <C>                 <C>                 <C>
       VerticalNet, Inc.                                        $ 209,524         $      --             $ 209,524
       Tryum Corporation                                               --           450,000              (450,000)
       R2 Tape                                                    236,000                --               236,000
       World Gaming                                               273,670                --               273,670
                                                                -------------------------------------------------

                                                                $ 719,194         $ 450,000             $ 269,194
                                                                =================================================
</TABLE>

                                     11                              (Continued)

<PAGE>

                    BEN FRANKLIN/PROGRESS CAPITAL FUND, L.P.
                             (a limited partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997

(5)    Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                       December 31
                                                             ------------------------------
                                                                1999                1998
                                                             ------------------------------
       <S>                                                    <C>                  <C>
         Net operating income (loss)                         $    63,381         $  (63,206)
         Net realized gain on investments                        269,194                 --
         Unrealized appreciation                               6,455,315                 --
                                                             ------------------------------

           Net increase (decrease) in net assets
             resulting from operations                         6,787,890            (63,206)

         Capital contributions                                 1,810,000          1,860,000
                                                             ------------------------------

              Total increase                                   8,597,890          1,796,794
</TABLE>
                                       12