EXHIBIT E TO PURCHASE AND SALE AGREEMENT CONSENT OF MANAGING MEMBER OF AP TECHNOLOGY PARTNERS LLC RECITALS: A. AP Technology Partners LLC, a Delaware limited liability company (the "Company"), is governed by that certain Limited Liability Company Agreement, dated as of February 10, 2000 (as the same may from time to time be amended, or amended and restated, and in effect, the "LLC Agreement"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the LLC Agreement. B. John J. Hannan (the "Manager") is a Manager of the Company, and, as such, under the provisions of Section 15 of the LLC Agreement is authorized to execute this Consent for the Company and bind the Company to the provisions hereof. C. The Company has been informed that Financial Trust Company, Inc. ("FTC") desires to Transfer its entire interest as a Member in the Company (the "FTC Interest") to BLACK FAMILY PARTNERS, L.P. (the "Transferee"), and the Transferee desires to purchase the FTC Interest and be admitted as a Member in substitution for FTC with respect to the FTC Interest, whereupon FTC would cease to be a Member of the Company. D. In connection with such Transfer, FTC and the Transferee propose to enter into an Assignment and Assumption Agreement in the form attached as Exhibit A hereto (the "Assignment Agreement"). E. FTC and the Company have requested the Manager's written consent to the Transfer of the FTC Interest to the Transferee, to the admission of the Transferee as a Member of the Company in substitution for FTC with respect to the FTC Interest, and to certain related matters. NOW, THEREFORE, the Manager, in the capacity as a Manager of the Company, pursuant to Section 15 of the LLC Agreement, hereby agrees to the following for the Manager and on behalf of the Company: 1. The Manager hereby consents to the Transfer by FTC to the Transferee of the FTC Interest. 2. The Manager agrees that effective upon the deliver