SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q



[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934

For the Quarterly Period Ended March 31, 1997

Or

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934

For the transition period from                  to
                             Commission file number 0-16208


                       WESTFORD TECHNOLOGY VENTURES, L.P.
===============================================================================
             (Exact name of registrant as specified in its charter)


Delaware                                                           13-3423417
===============================================================================
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

17 Academy Street, 5th Floor
Newark, New Jersey                                                  07102-2905
===============================================================================
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  (201) 624-2131

Not applicable
===============================================================================
Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No



<PAGE>


                       WESTFORD TECHNOLOGY VENTURES, L.P.

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of March 31, 1997 (Unaudited) and December 31, 1996

Schedule of Portfolio Investments as of March 31, 1997 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
1997 (Unaudited)

Notes to Financial Statements (Unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

Item 4.       Submission of Matters to a Vote of Security Holders.

Item 5.       Other Information.

Item 6.       Exhibits and Reports on Form 8-K.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS

<TABLE>

                                                                                       March 31, 1997         December 31,
                                                                                         (UNAUDITED)                 1996
ASSETS

Portfolio investments at fair value (cost $10,228,421 at
<S>      <C> <C>      <C>                    <C> <C>                                  <C>                     <C>             
   March 31, 1997 and $9,928,421 at December 31, 1996)                                $     7,821,473         $      7,948,265
Short-term investments at amortized cost                                                      397,347                        -
Cash and cash equivalents                                                                     112,064                  900,186
Deposit in escrow                                                                              32,985                   32,985
Receivable from securities sold (net of unamortized discount of
   $80,883 at March 31, 1997 and $85,029 at December 31, 1996)                                151,417                  160,642
Accrued interest receivable                                                                    57,560                   34,854
                                                                                      ---------------         ----------------

TOTAL ASSETS                                                                          $     8,572,846         $      9,076,932
                                                                                      ===============         ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                      $        40,631         $         53,337
Due to Independent General Partners                                                            10,500                   10,500
                                                                                      ---------------         ----------------
   Total liabilities                                                                           51,131                   63,837
                                                                                      ----------------------------------------

Partners' Capital:
Managing General Partner                                                                      563,816                  559,134
Individual General Partners                                                                     3,651                    3,674
Limited Partners (11,217 Units)                                                            10,363,931               10,430,443
Unallocated net unrealized depreciation of investments                                     (2,406,948)              (1,980,156)
                                                                                      --------------- ------------------------
   Total partners' capital                                                                  8,521,715                9,013,095
                                                                                      ----------------------------------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $     8,572,846         $      9,076,932
                                                                                      ===============         ================
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1997

<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
EIS International, Inc.(A)
<C>                                                                           <C>             <C>                 <C>          
189,585 shares of Common Stock                                           Mar. 1990            $   2,505,841       $   1,019,019
16,682 shares of Common Stock, held in escrow                                                       220,494              71,733
Warrants to purchase 29,015 shares of Common Stock
   at $1.41 per share, expiring between 12/31/98 and 3/23/00                                        438,469             115,140
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,246
Demand Promissory Note at 1% plus prime due 12/31/97                                                105,000             105,000
Warrants to purchase 206,003 shares of Common Stock at
   $0.01 per share, expiring between 12/31/97 and 6/30/98                                            74,603             100,941
-------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*(B)
742,304 shares of Preferred Stock                                        June 1989                3,511,351           2,041,340
274,862 shares of Common Stock                                                                      142,681             755,871
Demand Promissory Notes at 8%                                                                     1,197,500           1,197,500
Warrants to purchase 424,394 shares of Common Stock
   at $.50 per share, expiring between 12/31/97 and 4/30/03                                               0             954,887
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 04/30/03                                                                     0                   0
-------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock                                        Oct. 1992                  788,796             788,796
-------------------------------------------------------------------------------------------------------------------------------

TOTALS                                                                                        $10,228,421 $       7,821,473
                                                                                              =========== =================
</TABLE>



 (A)     public company

(B) During the quarter,  the  Partnership  completed  follow-on  investments  in
    Spectrix  Corporation  totaling  $300,000,  acquiring a series of promissory
    demand  notes.  Additionally,  in March  1997,  the  expiration  date of the
    Partnership's  warrants to purchase  50,000 shares of Spectrix  common stock
    was extended to 4/30/03.


* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,


<TABLE>

                                                                                                   1997               1996
                                                                                              --------------      --------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                           <C>                 <C>          
   Interest from short-term investments                                                       $        7,683      $       7,383
   Interest and other income from portfolio investments                                               26,735              9,578
                                                                                              --------------      -------------
   Totals                                                                                             34,418             16,961
                                                                                              --------------      -------------

   Expenses:
   Management fee                                                                                     55,896             55,961
   Professional fees                                                                                   8,628              2,219
   Mailing and printing                                                                                3,170             11,760
   Independent General Partners' fees                                                                 10,500             10,500
Other expenses                                                                                        20,812             14,706
                                                                                              --------------      -------------
   Totals                                                                                             99,006             95,146
                                                                                              --------------      -------------

NET INVESTMENT LOSS                                                                                  (64,588)           (78,185)

Net realized gain from portfolio investments                                                               -          2,272,883
                                                                                              --------------      -------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS
   (allocable to Partners)                                                                           (64,588)         2,194,698

Net change in unrealized appreciation or depreciation of investments                                (426,792)        (2,143,348)
                                                                                              --------------      -------------

NET (DECREASE) INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                            $     (491,380)     $      51,350
                                                                                              ==============      =============
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,


<TABLE>

                                                                                                  1997                1996
                                                                                              ------------         -------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                  <C>          
Net investment loss                                                                           $    (64,588)        $    (78,185)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:

Increase in accrued interest on short-term investments                                              (1,534)                (496)
Increase in accrued interest and other receivables                                                 (23,401)              (4,465)
(Decrease) increase in payables                                                                    (12,706)               2,066
                                                                                              ------------         ------------
Cash used for operating activities                                                                (102,229)             (81,080)
                                                                                              ------------         ------------

CASH FLOWS (USED FOR) PROVIDED FROM
INVESTING ACTIVITIES

Net purchase of short-term investments                                                            (395,813)            (396,881)
Cost of portfolio investments purchased                                                           (300,000)             (35,000)
Proceeds from the sale of portfolio investments                                                      9,920              433,369
                                                                                              ------------         ------------
Cash (used for) provided from investing activities                                                (685,893)               1,488
                                                                                              ------------         ------------

Decrease in cash and cash equivalents                                                             (788,122)             (79,592)
Cash and cash equivalents at beginning of period                                                   900,186              206,504
                                                                                              ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $    112,064         $    126,912
                                                                                              ============         ============
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1997


<TABLE>

                                                                                               Unallocated
                                           Managing       Individual                        Net Unrealized
                                            General         General           Limited       Depreciation of
                                            Partner        Partners          Partners          Investments           Total

<S>                                     <C>                <C>           <C>                 <C>               <C>             
Balance at beginning of period          $    559,134       $  3,674      $    10,430,443     $  (1,980,156)    $      9,013,095

Net investment loss                            4,655            (24)             (69,219)                -              (64,588)

Net change in unrealized
depreciation of investments                        -              -                    -          (426,792)            (426,792)
                                        ------------       --------      ---------------     -------------     ----------------

Balance at end of period                $    563,789       $  3,650      $    10,361,224(A)  $  (2,406,948)    $      8,521,715
                                        ============       ========      ===============     =============     ================
</TABLE>


(A)  The net asset  value  per  $1,000  unit of  limited  partnership  interest,
     including  an  assumed   allocation  of  net  unrealized   appreciation  of
     investments, is $752.


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.     Organization and Purpose

Westford  Technology  Ventures,  L.P. (the  "Partnership") is a Delaware limited
partnership  formed on September 3, 1987.  WTVI Co., L.P., the managing  general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton  Capital  Management  Inc.  (the  "Management  Company") is the general
partner  of the  Managing  General  Partner  and the  management  company of the
Partnership. The Partnership began its principal operations on December 1, 1988.

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments  in new and developing  companies and other
special  investment  situations.  The  Partnership  will not engage in any other
business or  activity.  The  Partnership  will  terminate  on December 31, 1998,
subject to the right of the Individual  General  Partners to extend the term for
up to two additional two-year periods.

2.     Significant Accounting Policies

Valuation of Investments - Short-term  investments are carried at amortized cost
which approximates  market.  Portfolio  investments are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the  Individual  General  Partners.  The fair value of  publicly-held  portfolio
securities  is adjusted to the closing  public market price for the last trading
day of each quarter discounted by a factor of 0% to 50% for sales  restrictions.
Factors  considered in the  determination  of an appropriate  discount  include,
underwriter lock-up or Rule 144 trading  restrictions,  insider status where the
Partnership either has a representative  serving on the Board of Directors or is
greater than a 10% shareholder,  and other liquidity factors such as the size of
the Partnership's position in a given company compared to the trading history of
the public  security.  Privately-held  portfolio  securities are carried at cost
until significant  developments  affecting the portfolio company provide a basis
for change in valuation.  The fair value of private securities is adjusted 1) to
reflect  meaningful  third-party  transactions  in the  private  market or 2) to
reflect  significant  progress or slippage in the  development  of the company's
business  such that cost is no longer  reflective  of fair  value.  As a venture
capital investment fund, the Partnership's  portfolio investments involve a high
degree of business and financial risk that can result in substantial losses. The
Managing  General Partner  considers such risks in determining the fair value of
the Partnership's portfolio investments.

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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investment  Transactions - Investment  transactions  are recorded on the accrual
method.  Portfolio  investments  are  recorded on the trade  date,  the date the
Partnership  obtains an  enforceable  right to demand the  securities or payment
therefor.  Realized  gains and  losses on  investments  sold are  computed  on a
specific identification basis.

WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - continued



Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable to the Partners for inclusion in their  respective  income
tax returns.  The  Partnership's  net assets for  financial  reporting  purposes
differ from its net assets for tax  purposes.  Net  unrealized  depreciation  of
$427,000 at March 31, 1997, which was recorded for financial statement purposes,
was not  recognized for tax purposes.  From inception to March 31, 1997,  timing
differences  relating to net realized gains totaling $984,700 have been recorded
on the Partnership's  financial statements but have not yet been recorded on the
Partnership's  tax  return.  Additionally,  syndication  costs  relating  to the
selling of Units totaling $1.2 million were charged to partners'  capital on the
financial  statements  but have not been deducted or charged  against  partners'
capital for tax purposes.

Cash Equivalents - The Partnership  considers all highly liquid debt instruments
(primarily money market funds) to be cash equivalents.

3.     Allocation of Partnership Profits and Losses

The  Partnership  Agreement  provides that the Managing  General Partner will be
allocated,  on a cumulative basis over the life of the  Partnership,  20% of the
Partnership's  aggregate  investment  income and net realized gains from venture
capital investments,  provided that such amount is positive. All other gains and
losses of the Partnership  are allocated  among all the Partners,  including the
Managing   General   Partner,   in  proportion  to  their   respective   capital
contributions to the Partnership.

4.     Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership. For these services, the
Management  Company  receives a management  fee at an annual rate of 2.5% of the
gross capital  contributions to the Partnership (net of selling  commissions and
organizational expenses paid by the Partnership), reduced by capital distributed
and  realized  losses,  with a minimum  fee of $200,000  per annum.  Such fee is
determined quarterly and paid monthly.

5.     Independent General Partners' Fees

As  compensation  for  services  rendered to the  Partnership,  each of the four
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent  General Partners attended,  plus
out-of-pocket expenses.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - continued


6.     Classification of Portfolio Investments

The Partnership's investments were categorized as follows:
<TABLE>

As of March 31, 1997:                                                                            Percentage of
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
<S>                                                  <C>                         <C>                          <C>   
Preferred Stock                                      $      4,300,147            $    2,830,136               33.20%
Common Stock                                                4,625,774                 3,688,837               43.27%
Debt Securities                                             1,302,500                 1,302,500               15.28%
                                                     ----------------            --------------               ------

Total                                                $      10,228,42            $    7,821,473               91.75%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,274,821            $    5,826,785               68.35%
Eastern U.S.                                                3,953,600                 1,994,688               23.40%
                                                     ----------------            --------------               ------

Total                                                $     10,228,421            $    7,821,473               91.75%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      4,851,532            $    4,949,598               58.06%
Computer Software                                           3,164,804                 1,205,892               14.15%
Vending Equipment                                           1,423,289                   877,187               10.29%
Semiconductors                                                788,796                   788,796                9.25%
                                                     ----------------            --------------              -------

Total                                                $     10,228,421            $    7,821,473               91.75%
                                                     ================            ==============               ======
</TABLE>

* Percentage of net assets is based on fair value.


<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources

At March  31,  1997,  the  Partnership  held  $509,000  in cash  and  short-term
investments:  $397,000 in short-term securities with maturities of less than one
year and $112,000 in an  interest-bearing  cash account.  The Partnership earned
$8,000 of  interest on such  investments  for the three  months  ended March 31,
1997.  Interest earned from short-term  investments in future periods is subject
to  fluctuations in short-term  interest rates and changes in amounts  available
for investment in such securities.

During the three months ended March 31, 1997,  the  Partnership  made a $300,000
follow-on investment in Spectrix Corporation. The Partnership has fully invested
its original net proceeds of $10.2 million and will not make  investments in any
new portfolio companies. However, the Partnership will make additional follow-on
investments in existing portfolio companies when required.

Funds  needed  to cover  the  Partnership's  future  follow-on  investments  and
operating  expenses will be obtained from existing cash  reserves,  interest and
other  income from  portfolio  investments  and from  proceeds  from the sale of
portfolio investments.

Results of Operations

For the three months ended March 31, 1997 and 1996,  the  Partnership  had a net
realized loss from operations of $64,600 and a net realized gain from operations
of $2.2  million,  respectively.  Net realized  gain or loss from  operations is
comprised of 1) net realized gain or loss from portfolio  investments and 2) net
investment income or loss (investment income less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended  March 31,  1997,  the  Partnership  had no net  realized  gains  from its
portfolio investments.

For the three months ended March 31, 1996,  the  Partnership  had a $2.3 million
net  realized  gain  from  the sale of its  investment  in  Cybernetics  Systems
International,  Inc.,  which was completed in connection with the acquisition of
Cybernetics by EIS International, Inc. in March 1996.

Investment  Income and Expenses - Net investment loss for the three months ended
March 31, 1997 and 1996 was $65,000 and $78,000,  respectively.  The decrease in
net investment  loss for the 1997 period as compared to the same period in 1996,
resulted primarily from a $17,000 increase in income from portfolio  investments
partially  offset by a $4,000  increase in operating  expenses.  The increase in
income from portfolio  investments relates to the additional promissory notes of
Spectrix  Corporation held by the Partnership during the 1997 period compared to
the same period in 1996.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at the  annual  rate of 2.5% of the  gross  capital
contributions to the Partnership (net of selling  commissions and organizational
expenses paid by the Partnership),  reduced by capital  distributed and realized
losses, with a minimum annual fee of $200,000.  The management fee for the three
months ended March 31, 1997 and 1996 was $56,000 for both periods. To the extent
possible,  the  management  fee and  other  expenses  incurred  directly  by the
Partnership  are paid with funds provided from  operations.  Funds provided from
operations  primarily  are  obtained  from  interest  received  from  short-term
investments, income earned from portfolio investments and proceeds received from
the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation  of  Portfolio  Investments  - For the three months ended March 31,
1997, the Partnership had a $427,000 decrease in net unrealized  appreciation of
investments,  resulting  from the net downward  revaluation of its investment in
EIS International, Inc., primarily due to the decline in the public market price
of the company's common stock at the end of the quarter.

For the three months ended March 31, 1996,  the  Partnership  had a $130,000 net
unrealized gain primarily  resulting from an increase in the public market price
of its Cincinnati Bell common stock. Additionally during the three month period,
$2.2 million was  transferred  from  unrealized gain to realized gain due to the
sale of Cybernetics,  as discussed  above. The $2.2 million transfer to realized
gain,  partially offset by the $130,000 additional net unrealized gain, resulted
in a $2.1 million decrease in net unrealized appreciation of investments for the
three month period.

Net Assets - Changes in net assets  resulting from  operations are comprised of
 1) net realized gain or loss from  operations and
2) changes in net unrealized appreciation or depreciation of investments.

At March 31, 1997, the Partnership's net assets were $8.5 million, down $492,000
from $9.0 million at December 31, 1996.  The $492,000  decrease was comprised of
the $427,000  decrease to net unrealized  appreciation  of  investments  and the
$65,000 net realized loss from operations for the three month period.

At March 31, 1996, the Partnership's net assets were $10.83 million,  up $51,000
from $10.78 million at December 31, 1995. The $51,000  increase was comprised of
the $2.2 million net realized  gain from  operations  offset by the $2.1 million
decrease  to net  unrealized  appreciation  of  investments  for the three month
period.

Gains and  losses  from  investments  are  allocated  to the  Partners'  capital
accounts when realized in accordance with the Partnership  Agreement (see Note 3
of Notes to Financial Statements).  However, for purposes of calculating the net
asset value per unit of limited  partnership  interest ("Unit"),  net unrealized
appreciation  or depreciation of investments has been included as if it had been
realized  and  allocated  to  the  Limited   Partners  in  accordance  with  the
Partnership  Agreement.  Pursuant to such  calculation,  the net asset value per
$1,000  Unit at  March  31,  1997 and  December  31,  1996  was  $752 and  $790,
respectively.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

The Partnership is not a party to any material pending legal proceedings.

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

Item 4.       Submission of Matters to a Vote of Security Holders.

The 1997 Annual Meeting of Limited  Partners is scheduled to be held on June 27,
1997.

Item 5.       Other Information.

During the quarter, the Partnership  completed follow-on investments in Spectrix
Corporation  totaling  $300,000,  acquiring a series of promissory demand notes.
Additionally,  in March 1997, the expiration date of the Partnership's  warrants
to purchase 50,000 shares of Spectrix common stock was extended to 4/30/03.

Item 6.       Exhibits and Reports on Form 8-K.

              (a)   Exhibits

                    (27)   Financial Data Schedule.

              (b) No  reports on Form 8-K have been  filed  during  the  quarter
covered by this report.



<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  this  report has been  signed  below by the  following  persons on
behalf of the Registrant, in the capacities, and on the dates indicated.



              WESTFORD TECHNOLOGY VENTURES, L.P.


By:           WTVI Co., L.P.
              its managing general partner


By:           Hamilton Capital Management Inc.
              its general partner

<TABLE>


<S>     <C>    <C>    <C>    <C>    <C>    <C>
By:           /s/       Jeffrey T. Hamilton                       President, Secretary and Director (Principal
              Jeffrey T. Hamilton                                 Executive Officer) of Hamilton Capital
                                                                  Management Inc. and Individual General
                                                                  Partner of Westford Technology Ventures, L.P.


By:           /s/       Susan J. Trammell                         Treasurer and Director (Principal Financial
              Susan J. Trammell                                   and Accounting Officer) of Hamilton Capital
                                                                  Management Inc.
</TABLE>



Date:         May 14, 1997