<PAGE>   1



                                                                   EXHIBIT 13.1

[FRONT COVER]





                               MPSI SYSTEMS INC.



                               1996 ANNUAL REPORT







                                      23
<PAGE>   2

                                              MPSI Systems Inc. and Subsidiaries
--------------------------------------------------------------------------------

SELECTED FINANCIAL DATA*
(in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                  FOR THE YEAR ENDED SEPTEMBER 30,
                                                ------------------------------------------------------------------
                                                  1996         1995            1994           1993            1992
                                                ------------------------------------------------------------------
<S>                                             <C>           <C>          <C>             <C>            <C>    
OPERATING DATA:
Revenues  ...................................   $21,745       $23,437      $19,872        $19,524         $25,313
Income (loss) from continuing operations.....      (623)        2,029        1,956           (939)         (5,567)
Income (loss) from discontinued operations...        --            --         (482)         2,149             (14)
Extraordinary gain on debt extinguishment....        --            --           --            350              --
Net income (loss)............................      (623)        2,029        1,474          1,560          (5,581)
Per share:
   Income (loss) per common and common 
      equivalent share:
      Continuing operations..................   $  (.23)      $   .72      $   .71      $    (.94)        $(6.53)
      Discontinued operations................        --            --         (.18)          2.15           (.01)
      Extraordinary item.....................        --            --           --            .35             --
      Net income (loss)......................      (.23)          .72          .53           1.56          (6.54)
Weighted average shares of common stock
   and common stock equivalents outstanding..     2,756         2,802        2,766            998           853

<CAPTION>
                                                                         AT SEPTEMBER 30,
                                                ------------------------------------------------------------------
                                                  1996         1995         1994            1993            1992
                                                ------------------------------------------------------------------
<S>                                             <C>          <C>           <C>             <C>             <C>    
BALANCE SHEET DATA:
Total assets.................................   $10,319      $12,924       $ 9,734         $10,040         $14,861
Long-term debt...............................        --           --            --              --           2,620
Noncurrent deferred revenue..................     1,342        1,961         1,068           1,453           2,602
Other noncurrent liabilities.................       177          220           349             252           2,429
</TABLE>

*   Operating data prior to fiscal year 1994 has been restated giving effect to
    the September 1994 sale of RSI. See Note 2 to Consolidated Financial
    Statements regarding discontinued operations.




===============================================================================

     ABOUT THE COMPANY
    
          MPSI Systems Inc., headquartered in Tulsa, Oklahoma, was founded more
     than two decades ago as a company focused on providing site analysis
     services to the petroleum industry. Today, we are an international company
     that provides decision support systems, consulting services, and market
     information databases to clients in many retail environments such as
     petroleum, food, banking, and postal services.

          MPSI has regional offices strategically located around the world and
     employs more than 225 highly skilled professionals. Our products and
     services incorporate the most modern, proven technologies and are designed
     to meet a variety of business planning requirements, including retail site
     location, retail network operations, short-term pricing, and much more.
     With the comprehensive mix of offerings from MPSI, clients can develop
     strategies, solve problems, identify opportunities, and increase the
     decision-making effectiveness for their retail business.

===============================================================================



<PAGE>   3


MPSI Systems Inc. and Subsidiaries
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TO OUR STOCKHOLDERS


After two solid years in 1994 and 1995, fiscal year 1996 was a year of
retrenchment for MPSI in some respects. Having successfully released our new
generation decision support software to North American clients in 1995 with a
positive upturn in revenues from those customers, we had anticipated the
release of similar software for the European and South American markets during
the first quarter of fiscal year 1996. Unfortunately, those software products
were not ultimately released until June 1996, thereby severely hampering our
sales efforts in two of our four main operating regions of the world. The
delays were a combination of our desire to react to additional client requests
for increased functionality and internal organizational structures and
procedures which lengthened the programming and testing phases of software
development.

In June, we took steps to rectify the organization implications. We
restructured our entire organization in a manner which we believe will promote
teamwork, provide incentives for timely completion of corporate objectives, and
allocate the right resources to effectively roll out our new products
henceforth. Our basic objective has not changed and will not change. We must
remain focused on and committed to client service. Competition demands that we
segregate ourself from the pack by delivering the standard-setting product line
in its market niche at a price which, while perhaps not the lowest in the
market, assures clients that they are achieving maximum value for their
decision support technology. We believe our restructuring positions us to
attack the competition in a more streamlined, focused manner.

Despite the disappointing results in 1996, I believe MPSI received some very
positive messages from its clients and potential clients as we exposed our new
products in the world market. MPSI is undertaking significant new business in
Southeast Asia, a very dynamic retail petroleum market. In that arena, we are
not only delivering our mainline software and market information databases, but
are also undertaking consulting projects designed to help our clients integrate
ancillary services into their petroleum retail networks. In another area, one
of the objectives of our product reengineering process was to make our products
available at the personal computer level and thereby accessible by smaller
retail companies who do not have sophisticated data processing networks. During
1996, we have licensed our software and delivered market information databases
to a number of these clients on the PC platform. We believe that there is a
significant market from such smaller retail petroleum chains.

Although we encountered delays in rolling out new products for Europe and South
America, MPSI's business remains strong in North America and in the Pacific
Rim. The Japanese petroleum market will undergo deregulation shortly, and this
provides MPSI a significant opportunity to enhance the competitive advantages
for each of our Japanese clients through use of both our traditional site
evaluation software and our new pricing software. Likewise, mergers of
petroleum companies offer MPSI opportunities both with respect to the merger
partners who must streamline their combined retail networks and for their
competitors who must evaluate their retail strengths and weaknesses in order to
remain competitive against the new entities. Such business combinations have
recently occurred in Australia, Europe and the U.S.

As has traditionally been our operating posture, MPSI will continue to target
controlled expansion geographically. In addition to Southeast Asia, there are
several other potential new markets for MPSI in Asia and South America. It is
likely that MPSI will have some presence in at least two new countries during
1997. These countries are characterized by having large populations, high
growth rates in the number of automobiles and often contain a retail petroleum
structure which is being pressured to deregulate and allow entry of the
multinational oil companies.

I firmly believe that MPSI's future offers a number of opportunities for us to
return to profitability, grow our revenue base, diversify our services to
encompass new industry groups including a substantially untapped market of
smaller customers, and to increase shareholder value. Admittedly, we face more
competition in certain of our markets as new software tools become available
that make it easier for potential customers to accumulate and evaluate
information. We remain committed to deployment of cost effective software,
which we believe is still the premier offering of its type in the world and
continues to set the standard for competition. We thank our clients, employees
and stockholders for their continuing support as we look forward to a
successful and profitable 1997 and beyond.

Sincerely,


Ronald G. Harper
Chairman of the Board and President

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                                             MPSI Systems Inc. and Subsidiaries
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The following table sets forth (in thousands), for the periods indicated,
certain items in the consolidated statements of continuing operations and the
change of such items as compared with the indicated prior period. See Note 2 to
the Consolidated Financial Statements which sets forth the effect of the
September 1994 sale of RSI. All information below reflects RSI as discontinued
operations. 

<TABLE>
<CAPTION>
                                                                                        CHANGE
                                                                                 ------------------- 
                                              YEAR ENDED SEPTEMBER 30,            1996          1995
                                       ------------------------------------        vs.           vs.
                                          1996         1995         1994          1995          1994
                                       ------------------------------------      -------      -------
<S>                                    <C>           <C>           <C>           <C>          <C>    
Revenues .........................     $ 21,745      $ 23,437      $ 19,872      $(1,692)     $ 3,565
Cost of sales ....................       11,014        10,432         7,614          582        2,818
                                       --------      --------      --------      -------      -------
  Gross profit ...................       10,731        13,005        12,258       (2,274)         747
                                       --------      --------      --------      -------      -------
Operating expenses:
  General and administrative .....        3,005         2,571         2,388          434          183
  Marketing and client services ..        6,928         6,993         5,578          (65)       1,415
  Research and development .......        1,382         1,794         2,331         (412)        (537)
                                       --------      --------      --------      -------      -------
          Total operating expenses       11,315        11,358        10,297          (43)       1,061
                                       --------      --------      --------      -------      -------
Operating income (loss) ..........         (584)        1,647         1,961       (2,231)        (314)
Other income (expense), net ......          332           836           289         (504)         547
                                       --------      --------      --------      -------      -------
Income (loss) from continuing
  operations before income taxes .         (252)        2,483         2,250       (2,735)         233
Income taxes .....................         (371)         (454)         (294)         (83)         160
                                       --------      --------      --------      -------      -------
Income (loss) from continuing
  operations .....................     $   (623)     $  2,029      $  1,956      $(2,652)     $    73
                                       ========      ========      ========      =======      =======
</TABLE>

RESULTS OF OPERATIONS

     MPSI reported a loss for the fiscal year ended September 30, 1996 of
$623,000 or $.23 per share on revenues of $21.7 million compared with income of
$2.0 million or $.72 per share on revenues of $23.4 million in 1995 and $2.0
million or $.71 per share on revenues of $19.9 million in 1994. The 1996
results reflected a 7% decline in revenues and substantially reduced
profitability through the first three fiscal quarters compared with 1995.
However, despite severance costs of approximately $215,000 related to a
corporate restructuring completed in July 1996, the 1996 fourth quarter results
were positive. In contrast, fiscal year 1995 results reflected a revenue
increase of $3.6 million or 18% as compared to 1994 coupled with strong fourth
quarter revenues and earnings. (The Company reported net income of $878,000 or
$.31 per share on revenues of $7.1 million compared with net income of $45,000
or $.02 per share on revenues of $4.8 million in the 1994 fourth quarter.)

     Set forth below (in thousands of dollars) is an analysis of MPSI's revenue
fluctuations over the last three fiscal years.

<TABLE>
<CAPTION>
                                   1996 VS. 1995         1995 VS. 1994
                                 ----------------      ----------------
                                  AMOUNT        %        AMOUNT       %
                                 ----------------      ----------------
<S>                              <C>         <C>       <C>          <C>
North America ..............     $   336        4      $ 2,455       35
South America ..............         (11)      (1)         394       31
Pacific Rim ................      (1,193)     (12)       1,342       15
Europe/Africa ..............        (824)     (34)        (626)     (21)
                                 -------               -------      
          Totals............     $(1,692)      (7)     $ 3,565       18
                                 =======               =======      
</TABLE>

     North American revenues continued to grow in 1996 compared with the two
previous years, but the rate of growth has slowed to the level that the Company
would anticipate carrying forward in this highly competitive market segment.
Oil companies are recording solid profits in North America and there is good
activity in the retail marketing portion of their business. The revenue surge
in 1995 was principally attributable to the release during late 1994 of the new
CAPS(TM) software. CAPS(TM) software versions for the three remaining MPSI
regions were targeted for release during fiscal year 1996. As discussed below,
the South American and European versions of CAPS(TM) were substantially delayed
and were not released until June 1996. MPSI was able to maintain revenues in
South America at a level comparable with 1995 by expanding into several new
countries, as the oil industry is experiencing reasonable growth in certain
South American countries. European business continued to decline in 1996 as the
oil industry, particularly in western Europe, is undergoing significant
consolidation and is not, therefore, committing substantial resources to 
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                                             MPSI Systems Inc. and Subsidiaries
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growth of the retail markets. Eastern European customers, whose retail
marketing staffs are expanding and becoming more sophisticated, appear to be
more interested presently in turnkey solutions rather than decision support
tools. The delay in European CAPS(TM) release delayed MPSI's ability to meet
European customer needs for most of 1996, but with a shift in product
targeting, MPSI anticipates being able to begin growing European revenues in
1997. The CAPS(TM) release for Japan/Southeast Asia was delayed in part due to
the impending deregulation of the Japanese oil industry. The revenue decline in
the Pacific Rim is principally attributable to Japanese clients spending very
cautiously for new retail marketing sites until they can assess the effects of
deregulation. MPSI has been able to partially counteract this situation by
entry into new geographic markets, most notably South Korea.

     The Company does not believe that inflation has significantly impacted the
results of operations during the three years ended September 30, 1996. The 1994
implementation of lower pricing in North America, South America and Europe
resulted in increased client interest in those regions. While the Company
believes that lower pricing, brought about by competition in certain MPSI
regions, has stimulated revenues from such customers during the three years,
the Company attributes the 1996 and 1995 revenue growth, where it occurred,
primarily to the technological improvements of its new products.

     The combination of the economic and industry factors discussed above with
the delayed release of CAPS(TM) software for Europe and South America
contributed substantially to the $698,000 (64%) decline in software licensing
revenues for 1996. Such revenues also declined $1.2 million or 52% in 1995
compared with 1994. While MPSI regularly records software license renewals and
recorded software renewals in both 1996 and 1995, the surge in 1994 software
revenues related to a single large renewal transaction in which a worldwide
licensee renewed its license for three years in the amount of $1.5 million. The
timing of new or renewed long-term software license agreements can have a
substantial impact upon reported revenues and gross profits from software
licensing for any interim or annual fiscal period. In general, over the past
two years, MPSI's software license renewal rate has been declining, except in
the U.S. where the new CAPS(TM) software has resulted in new business.
Management believes that as CAPS(TM) is released in MPSI's other operating
regions, the trend of software renewals will reflect acceptance of CAPS(TM) as
a valuable replacement for the aging Retail Planning System(R) (RPS) software.

     While MPSI is projecting revenue and earnings growth in 1997 within its
core petroleum business back to levels comparable with fiscal year 1995,
several new products have been under development which management believes have
the potential to accelerate growth. Although they were not profit contributors
in fiscal year 1996 because of delays in deployment due to resource constraints
and start-up costs, they are expected to positively impact fiscal years 1997
and beyond. MPSI completed development and released its enhanced commercial
version of PVO(R) software in August 1995. Clients in North America, South
America, Europe and Australia are presently evaluating the PVO(R) software. In
addition to new software offerings, MPSI introduced two data products during
fiscal year 1995 which were designed to leverage market information already in
MPSI's inventory and to combat the competitive challenge from data providers.
The Quest product allows clients to obtain point-in-time retail outlet
information either relative to MPSI's standard market study boundaries in a
given geographic market or to establish specialized market boundaries or
specialized data requirements for an additional fee. PriceTracker(TM) allows
clients to obtain high quality, timely retail pricing information on a
recurring basis in order to track trends in the marketplace. The start-up and
survey coordination costs on these products exceeded revenues in fiscal years
1995 and 1996, but these products are expected to attain profitability in
fiscal year 1997. Despite the fact MPSI is projecting revenue and earnings
growth in 1997 within its core petroleum business, no assurance can be given
that such goals will be achieved for several reasons, including competition
from other vendors or the work of in-house research staffs; economic conditions
in the petroleum business; product development delays; and the Company's own
ability to generate and identify sales prospects. It is noted that MPSI had
anticipated the revenue and earnings growth, as well as the decline of new
product start-up and survey coordination costs discussed above, to have
achieved the favorable results expected for 1997 within fiscal 1996, where such
objectives were not realized.

     In line with reduced revenues and the lower percentage of such revenues
that were attributable to software licensing, MPSI experienced a 17% decline in
gross profits in 1996, whereas MPSI experienced better gross profit margins on
its software and market studies in 1995 compared with 1994 (excluding the
impact of the $1.5 million license renewal discussed above). Software cost of
sales reflects amortization of capitalized software development costs generally
over product lives of 18 months from product release. Software cost of sales
rose 83% in 1996 compared with 1995 and 35% in 1995 over 1994. Substantial
non-capitalized research and specification work was undertaken in 1994 as
preparation for actual development of the CAPS(TM) software which began late in
fiscal year 1994 (see discussion of research and development expenses below).
Fiscal years 1996 and 1995 reflect the amortization of capitalized development
costs undertaken in prior years relative to the various CAPS(TM) versions. The
Company expects fiscal year 1997 amortization to increase as new CAPS(TM)
software will be amortized for the entire year (only three months in 1996).
Gross profit on market studies, the largest component of information services
revenues, was approximately $9.1 million in 1996, $9.9 million in 1995 and $7.5
million in 1994, and represented 58%, 60%, and 58% of market study revenues in
1996, 1995 and 1994, respectively. The lower market study gross profits in 1996
were attributable in part to certain of the multi-year study updates which
carry acceptable gross profit margins overall, but may result in reduced
margins in certain fiscal year components. MPSI did implement production
efficiencies during fiscal years 1996 and 1995. Those implemented in 1995,
combined with a higher number of studies 
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<PAGE>   6
                                              MPSI Systems Inc. and Subsidiaries
--------------------------------------------------------------------------------

prepared for multiple client users, allowed MPSI to leverage its costs to a
greater degree in that year. Gross profit on special projects and other
services declined approximately 8%, reflecting the start-up of new data
products discussed above.

     Also in line with reduced revenues, MPSI curtailed growth in operating
expenses in spite of undertaking operations in several new geographic countries
(business presences were established in Italy, Canada, South Korea and South
Africa). The $434,000 (17%) increase in general and administrative expenses in
1996 is primarily attributable to severance costs associated with a corporate
reorganization completed in July 1996, to the legal costs associated with
organizing the new offices and with accounting costs associated with an income
tax examination initiated by the Internal Revenue Service as discussed below.
The corporate restructuring was undertaken primarily in response to some of the
problems encountered in timely development of the CAPS(TM) versions noted above
and partly in order to realign the Company's resources to increase attention to
quality client support services. While not undertaken specifically in order to
reduce personnel, the restructuring did result in a reduction of the workforce
by approximately 7% (equally between Tulsa and Bristol, England) with an
associated severance cost of approximately $215,000. Marketing expenses were
slightly lower than in 1995 in spite of the Company's increased focus on client
service resources. Research and development expenses declined $412,000 (23%) as
the proportion of capitalizable activities increased in 1996 (European and
South American CAPS(TM) programming). The 1995 increases in operating expenses
compared with 1994 included higher general and administrative costs in the
amount of $183,000 (8%) related principally to accrual of incentive bonuses and
awards for employees where no similar amounts were accrued or paid for fiscal
year 1994. Marketing and client services expenses grew in 1995 by $1.4 million
(25%) reflecting primarily the start-up costs for the new products mentioned
above. Research and development expenses in the consolidated statements of
operations declined $537,000 (23%) in fiscal year 1995 compared with 1994 as
the Company's overall expenditures were less in respect of contract programming
resources and because a higher proportion of such expenses were capitalized in
connection with development of PVO(R) version 2.0 and the CAPS(TM) versions for
Europe and South America as these products achieved technological feasibility.

     MPSI enters into multi-year contracts for market studies, some of which
are denominated in foreign currencies (principally the Singapore Dollar and the
British Pound Sterling). This exposes MPSI to exchange gains or losses
depending upon the periodic value of the U.S. Dollar relative to the respective
foreign currencies. During fiscal years 1996 and 1995, MPSI benefited from
foreign currency exchange gains in the amount of $146,000 and $638,000,
respectively. These gains were generally the result of multi-year database
contracts denominated in Singapore Dollars which were booked by clients in
prior years and partially collected in 1996 or 1995. By the time the
collections were effected, the contract values had increased relative to the
U.S. Dollar reporting currency. Although MPSI anticipates continuing benefit
from the same source in fiscal year 1997, the magnitude should be somewhat
lower. In the longer term, these multi-year commitments could result in
exchange losses if the current currency trends were to reverse.

     Income taxes declined $83,000 in 1996 compared with increases of $160,000
and $172,000 in fiscal years 1995 and 1994, respectively. The 1994 income taxes
were primarily foreign income taxes either applicable to the Company's foreign
subsidiaries or withheld at the source from payments by foreign clients. Income
taxes in 1995, however, reflected a larger estimated component of U.S. Federal
and state income taxes (see Note 6 to the Consolidated Financial Statements).
In 1996, the Company subsequently filed income tax returns applicable to fiscal
year 1995 which reflected refunds of both federal ($125,000) and state
($85,000) income taxes. Such refunds are reflected as adjustments to the 1996
income tax expense in accordance with generally accepted accounting principles
governing changes in estimates. The profits generated in fiscal years 1995 and
1994 from U.S. operations resulted in utilization of virtually all net
operating loss carryforwards available for income tax purposes in the U.S.
Certain foreign tax credits may be carried forward to fiscal year 1997, as set
forth in Note 6, but can only be utilized to offset U.S. incomes taxes to the
extent they result from foreign source income. The Company expects to pay
higher U.S. income taxes in 1997 and beyond although a significant portion of
U.S. taxable income in 1997 is anticipated to come from foreign sources.

     In March 1996, the Internal Revenue Service initiated an examination of
tax years 1993 through 1995. The Company has not yet received a final report of
the results and believes that the resolution of any issues raised will not have
a material effect on its financial position.

FINANCIAL CONDITION AND LIQUIDITY

     Compared with 1995, the Company's working capital, its primary measure of
"liquidity", declined approximately $558,000 or 29% to $1.4 million at
September 30, 1996. Working capital had improved to a positive balance of $1.9
million at September 30, 1995 from a deficit of $5,000 at September 30, 1994.
The 1996 decline was principally attributable to the decline in market study
and software revenues previously discussed. The revenue shortfall resulted in
lower receivables balances at year end and reduced the number of
multiple-client studies. Multiple-client studies, in addition to being more
profitable, generally contribute significant incremental cash flow. The 1995
improvement was a combination of the Company's continued generation of
operating cash flow ($1.6 million as reflected in the statement of cash flow)
and the higher balance in current receivables at September 30, 1995 ($6.4
million) compared with September 30, 1994 ($4.4 million). The increase in trade
receivables was principally attributable to increased market study activity.
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                                              MPSI Systems Inc. and Subsidiaries
--------------------------------------------------------------------------------


     The 1996 operating results have precluded the Company from obtaining a
renewal of its previous bank line of credit. The Company intends to seek a
replacement credit facility in 1997. The lack of a back-up funding facility
means that operations must be funded entirely internally, except perhaps for
some limited capital equipment leasing options. The Company has historically
placed significant reliance on customer deposits and prepayments as a source of
ongoing liquidity and operating capital and had not drawn on the previous line
of credit since 1993. Management anticipates internal funding will be
sufficient to satisfy operating needs during the fiscal year although, for
short periods of time, the Company may be required to defer capital acquisition
and tightly manage cash resources. Should substantial direct competitors gain
market share and offer price concessions or favorable payment terms, the
Company's liquidity could be negatively impacted. The Company relies on its
long-term client relationships and the quality of its products and services to
mitigate this potential negative impact on liquidity.

     As set forth in the statements of cash flow, the Company generated cash
flow from operations of $1.0 million in 1996 which represented a $.7 million or
41% decline compared with 1995. Cash flow from operations of $1.6 million in
1995 was 41% higher than the $1.2 million in 1994. During 1996, 1995 and 1994,
MPSI committed substantial resources to acquisition of additional computer
equipment and to development of new software products, as previously discussed.
The Company expended $1.4 million in 1996 ($1.0 million in both 1995 and 1994)
for such purposes. The Company anticipates comparable expenditures in 1997 for
similar purposes but has no commitments for capital expenditures at September
30, 1996, other than those related to the forthcoming regional versions of
CAPS(TM) software which are expected to be funded entirely out of operating
cash flows.

     The trends in software licensing discussed under "Results of Operations"
above impacted the relative levels of both the related receivables and deferred
revenues. The current and noncurrent balances in long-term receivables
(totaling $3.2 million and $4.3 million at September 30, 1996 and 1995,
respectively) and the deferred maintenance component of deferred revenue
(totaling $2.2 million and $3.0 million at September 30, 1996 and 1995,
respectively) decreased in 1996 as the receivables and deferred revenue from
new software contracts were less than the collections and maintenance revenue
recognized during 1996. MPSI's license agreements generally are noncancelable,
although a few contracts include provisions for cancellation of portions of the
client's commitment upon occurrence of certain negative economic events in the
clients' geographic areas of operations. In accordance with its policy, the
Company does not recognize revenues on such contingent portions of agreements,
so that in the event of cancellation, only receivables and deferred revenue are
generally adjusted. In accordance with contractual cancellation options,
certain clients canceled portions of their software licenses in 1996
aggregating $435,000 compared with $65,000 during 1995 and $226,000 during
1994. As the number of contracts with cancellation clauses are few, the Company
does not expect a significant impact from cancellations in 1997.

     The decrease in other noncurrent liabilities to $177,000 at September 30,
1996 from $220,000 at September 30, 1995 is the result of reclassifying certain
U.S. headquarters lease obligations to current accrued liabilities. The
Company's present lease on its headquarters facility expires in April 1998, and
the Company has been informed by a new landlord who recently acquired the
building that MPSI will be required to vacate at the end of the lease. The
Company is presently evaluating facility alternatives but does not expect to
move before lease expiration.

     MPSI's backlog of market studies at September 30, 1996 in the amount of
approximately $16.3 million contained a substantial number of recurring studies
under multi-year client commitments. Such studies represented approximately 26%
of the estimated revenues for fiscal year 1997. Revenues in 1995, particularly
during the last six months of the fiscal year, resulted in a drop of
approximately $4.1 million in backlog compared with 1994 and reduced the market
study backlog at September 30, 1995 to $14.7 million.


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                                             MPSI Systems Inc. and Subsidiaries
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REPORT OF INDEPENDENT AUDITORS






THE BOARD OF DIRECTORS AND STOCKHOLDERS
MPSI SYSTEMS INC.



     We have audited the accompanying consolidated balance sheets of MPSI
Systems Inc. and subsidiaries as of September 30, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity, and cash
flow for each of the three years in the period ended September 30, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of MPSI Systems Inc. and subsidiaries at September 30, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 1996 in conformity with generally
accepted accounting principles.





Tulsa, Oklahoma
November 19, 1996

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                                             MPSI Systems Inc. and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           YEAR ENDED SEPTEMBER 30,
                                                             ------------------------------------------------
                                                                 1996              1995              1994
                                                             ------------------------------------------------
<S>                                                          <C>               <C>               <C>         
Revenues:
   Information services and software maintenance .......     $ 21,354,000      $ 22,348,000      $ 17,593,000
   Software licensing ..................................          391,000         1,089,000         2,279,000
                                                             ------------      ------------      ------------
          Total revenues ...............................       21,745,000        23,437,000        19,872,000
                                                             ------------      ------------      ------------
Cost of sales:
   Information services and software maintenance .......       10,406,000        10,100,000         7,368,000
   Software licensing (Note 5) .........................          608,000           332,000           246,000
                                                             ------------      ------------      ------------
          Total cost of sales ..........................       11,014,000        10,432,000         7,614,000
                                                             ------------      ------------      ------------
          Gross profit .................................       10,731,000        13,005,000        12,258,000
Operating expenses:
   General and administrative ..........................        3,005,000         2,571,000         2,388,000
   Marketing and client services .......................        6,928,000         6,993,000         5,578,000
   Research and development ............................        1,382,000         1,794,000         2,331,000
                                                             ------------      ------------      ------------
          Total operating expenses .....................       11,315,000        11,358,000        10,297,000
                                                             ------------      ------------      ------------
          Operating income (loss) ......................         (584,000)        1,647,000         1,961,000
Other income (expense):
   Interest income .....................................          204,000           195,000           205,000
   Interest expense ....................................          (17,000)          (12,000)          (16,000)
   Gain on foreign exchange ............................          146,000           638,000             8,000
   Other, net ..........................................           (1,000)           15,000            92,000
                                                             ------------      ------------      ------------
   Income (loss) from continuing operations
      before income taxes ..............................         (252,000)        2,483,000         2,250,000
Income taxes ...........................................         (371,000)         (454,000)         (294,000)
                                                             ------------      ------------      ------------
Income (loss) from continuing operations ...............         (623,000)        2,029,000         1,956,000
Discontinued operations (Note 2):
   Operating loss of RSI before disposition ............             --                --            (431,000)
   Loss on RSI disposition .............................             --                --             (51,000)
                                                             ------------      ------------      ------------
Net income (loss) ......................................     $   (623,000)     $  2,029,000      $  1,474,000
                                                             ============      ============      ============

Per share (Note 1):
   Income (loss) per common and common equivalent share:
      Continuing operations ............................     $       (.23)     $        .72      $        .71
      Discontinued operations ..........................     $       --        $       --        $       (.18)
      Net income (loss) ................................     $       (.23)     $        .72      $        .53
</TABLE>



See accompanying notes to consolidated financial statements.


-------------------------------------------------------------------------------
                                                                              8
<PAGE>   10
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
=====================================================================================================

                                                                                  SEPTEMBER 30,
                                                                       ------------------------------
                                                                             1996              1995
                                                                       ------------------------------
<S>                                                                    <C>               <C>         
Current assets:
   Cash and cash equivalents .....................................     $    951,000      $  1,270,000
   Short-term investments, at cost ...............................           49,000            41,000
   Receivables (Note 3):
      Trade ......................................................        3,413,000
                                                                                            4,522,000
      Current portion of long-term receivables, net of unamortized
         discount ................................................        1,177,000         1,893,000
   Work in process inventory .....................................          361,000           304,000
   Prepayments ...................................................          174,000           175,000
                                                                       ------------      ------------
          Total current assets ...................................        6,125,000         8,205,000
Long-term receivables, net of unamortized discount (Note 3) ......        1,779,000         2,421,000
Property and equipment, net (Note 4) .............................        1,325,000         1,191,000
Software products, net (Note 5) ..................................          843,000           673,000
Other assets .....................................................          247,000           434,000
                                                                       ------------      ------------
          Total assets ...........................................     $ 10,319,000      $ 12,924,000
                                                                       ============      ============



LIABILITIES AND STOCKHOLDERS' EQUITY
=====================================================================================================

Current liabilities:
   Accounts payable ..............................................     $  1,241,000      $    905,000
   Accrued liabilities (Notes 6 and 8) ...........................        1,214,000         1,738,000
   Deferred revenue ..............................................        2,280,000         3,614,000
                                                                       ------------      ------------
          Total current liabilities ..............................        4,735,000         6,257,000
Noncurrent deferred revenue ......................................        1,342,000         1,961,000
Other noncurrent liabilities .....................................          177,000           220,000
                                                                       ------------      ------------
          Total liabilities ......................................        6,254,000         8,438,000
                                                                       ------------      ------------
Commitments and contingencies (Note 9) ...........................             --                --
Stockholders' equity (Note 8):
   Preferred Stock, $.10 par value, 1,000,000 shares authorized,
      none issued or outstanding .................................             --                --
   Common Stock, $.05 par value, 20,000,000 shares authorized,
      2,794,000 and 2,733,000 shares issued and outstanding at
      September 30, 1996 and 1995, respectively ..................          140,000           137,000
   Junior Common Stock, $.05 par value, 500,000 shares authorized,
      none issued or outstanding .................................             --                --
   Additional paid-in capital ....................................       12,934,000        12,751,000
   Deficit .......................................................       (9,963,000)
                                                                                           (9,340,000)
   Foreign currency translation adjustment .......................          954,000           938,000
                                                                       ------------      ------------
          Total stockholders' equity .............................        4,065,000         4,486,000
                                                                       ------------      ------------
          Total liabilities and stockholders' equity .............     $ 10,319,000      $ 12,924,000
                                                                       ============      ============
</TABLE>



See accompanying notes to consolidated financial statements.

-------------------------------------------------------------------------------
                                                                              9
<PAGE>   11
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CASH FLOW (SEE ALSO NOTE 10)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED SEPTEMBER 30,
                                                               -----------------------------------------------
                                                                   1996             1995              1994
                                                               -----------------------------------------------
<S>                                                            <C>              <C>              <C>        
Income (loss) from continuing operations .................     $  (623,000)     $ 2,029,000      $ 1,956,000
Adjustments to reconcile income (loss) from continuing
   operations to cash provided by continuing operations:
   Depreciation and amortization of property and equipment         450,000          405,000          406,000
   Amortization of software products .....................         592,000          294,000          246,000
   Deferred income taxes .................................            --               --             26,000
   Loss (gain) on sale of assets .........................           5,000            7,000           (1,000)
   Write off of capitalized software development costs ...            --             30,000             --
Changes in assets and liabilities:
   Decrease (increase) in assets:
      Receivables ........................................       1,970,000       (2,436,000)        (715,000)
      Inventories ........................................         (57,000)         228,000         (254,000)
      Prepayments ........................................         189,000          138,000          191,000
   Increase (decrease) in liabilities:
      Trade payables and accruals ........................         388,000         (214,000)        (699,000)
      Taxes payable ......................................        (438,000)         234,000          (24,000)
      Deferred revenue ...................................      (1,501,000)         924,000          440,000
                                                               -----------      -----------      -----------
          Net cash provided by continuing operations .....         975,000        1,639,000        1,572,000
                                                               -----------      -----------      -----------
Loss from discontinued operations ........................            --               --           (482,000)
Adjustments to reconcile loss from discontinued
   operations to cash used by discontinued operations:
   Provision for loss on receivables in excess of
      write-offs .........................................            --               --              2,000
   Loss on sale of assets ................................            --               --             51,000
   Provision for income taxes ............................            --               --            (10,000)
   Depreciation and amortization .........................            --               --             27,000
                                                               -----------      -----------      -----------
          Net cash used by discontinued operations .......            --               --           (412,000)
                                                               -----------      -----------      -----------
          Net cash provided by operating activities ......         975,000        1,639,000        1,160,000
                                                               -----------      -----------      -----------
Cash flows from investing activities:
   Increase in short-term investment .....................            --               --            (28,000)
   Purchase equipment ....................................        (601,000)        (634,000)        (388,000)
   Software development ..................................        (762,000)        (396,000)        (590,000)
   Proceeds from disposition of assets ...................          16,000           16,000            7,000
   Proceeds from sale of discontinued RSI unit ...........            --               --             70,000
   Net investment activities of discontinued operations ..            --               --            (11,000)
                                                               -----------      -----------      -----------
          Net cash used by investing activities ..........      (1,347,000)      (1,014,000)        (940,000)
                                                               -----------      -----------      -----------
Cash flows from financing activities:
   Proceeds from exercised stock options .................          53,000           10,000             --
                                                               -----------      -----------      -----------
          Net cash provided by financing activities ......          53,000           10,000             --
                                                               -----------      -----------      -----------
Increase (decrease) in cash and cash equivalents .........        (319,000)         635,000          220,000
Cash and cash equivalents at beginning of period .........       1,270,000          635,000          415,000
                                                               -----------      -----------      -----------
Cash and cash equivalents at end of period ...............     $   951,000      $ 1,270,000      $   635,000
                                                               ===========      ===========      ===========
</TABLE>



See accompanying notes to consolidated financial statements.


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                                                                             10
<PAGE>   12
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FISCAL YEARS ENDED SEPTEMBER 30, 1994, 1995 AND 1996



<TABLE>
<CAPTION>
                                         COMMON STOCK                                             FOREIGN         TOTAL
                                     --------------------      ADDITIONAL                         CURRENCY        STOCK-
                                                 CARRYING       PAID-IN                         TRANSLATION       HOLDERS'
                                     SHARES        VALUE        CAPITAL          DEFICIT         ADJUSTMENT       EQUITY
                                     ------      --------       -------          -------         ----------       ------
<S>                                <C>           <C>          <C>             <C>               <C>              <C>
Balance, September 30, 1993 ..     2,705,000     $135,000     $12,636,000     $(12,843,000)     $ 1,006,000      $   934,000
   Net income ................          --           --              --          1,474,000             --          1,474,000
   Stock issued to 401(k) Plan        23,000        1,000         106,000             --               --            107,000
   Translation adjustment ....          --           --              --               --            (32,000)         (32,000)
                                   ---------     --------     -----------     ------------      -----------      -----------
                                                                                                                     
Balance, September 30, 1994 ..     2,728,000      136,000      12,742,000      (11,369,000)         974,000        2,483,000
   Net income ................          --           --              --          2,029,000             --          2,029,000
   Stock options exercised ...         5,000        1,000           9,000             --               --             10,000
   Translation adjustment ....          --           --              --               --            (36,000)         (36,000)
                                   ---------     --------     -----------     ------------      -----------      -----------

Balance, September 30, 1995 ..     2,733,000      137,000      12,751,000       (9,340,000)         938,000        4,486,000
   Net loss ..................          --           --              --           (623,000)            --           (623,000)
   Stock options exercised ...        20,000        1,000          52,000             --               --             53,000
   Stock issued to 401(k) Plan        41,000        2,000         131,000             --               --            133,000
   Translation adjustment ....          --           --              --               --             16,000
                                   ---------     --------     -----------     ------------      -----------      -----------
                                                                                                                      16,000
Balance, September 30, 1996 ..     2,794,000     $140,000     $12,934,000     $ (9,963,000)     $   954,000      $ 4,065,000
                                   =========     ========     ===========     ============      ===========      ===========
</TABLE>



See accompanying notes to consolidated financial statements.

-------------------------------------------------------------------------------
                                                                             11
<PAGE>   13
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Nature of Operations: MPSI Systems Inc. is a United States-based
multinational corporation whose principal line of business is providing
decision support software, information databases and consulting services to
businesses which have an investment in retail outlet networks. The Company
markets its products and services in North America, the Pacific Rim, South
America, Europe and South Africa through a direct sales force located in
various foreign countries. As discussed more fully in Note 7, over 60% of
consolidated revenues are generated from foreign customers, and substantial
portions of such revenues are billed in foreign currencies. Most of the
Company's business comes from the petroleum industry, including several
customers who individually account for a significant portion of consolidated
revenues. Services are also provided for clients in the banking, convenience
food, quick service restaurant and government postal industries. All software
development and substantially all of the information database preparation is
performed at the Company's headquarters facility in Tulsa, Oklahoma.

     Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of MPSI Systems Inc. and its wholly owned
subsidiaries. All significant intercompany transactions and accounts have been
eliminated in consolidation.

     Revenue Recognition: Revenues and costs related to production of market
information databases are recorded based upon the ratio of costs incurred to
total estimated completion costs (percentage-of-completion method). Revenues
and costs related to single site studies, mini-market studies and other
projects which are completed in a short time period are recognized at
completion. Anticipated losses on contracts are charged against earnings at the
time such losses are identified.

     The Company's software products are generally licensed to customers
through noncancelable software license and maintenance contracts with terms of
up to five years. The corresponding long-term receivables and deferred
maintenance revenue from these installment contracts are stated at the
discounted present value of annual license and maintenance payments to be
received over the contract term based upon the prime rate of interest on the
effective date of each contract. The present value discount, related to
installments due after one year, is amortized to interest income using an
accelerated method that equates interest earnings with outstanding receivable
balances. Software license revenues, equal to the present value of the
aggregate annual license installments, are recognized at the latter of contract
execution or software delivery when collection is probable. When it cannot be
determined that collection is probable, or if a contract contains cancellation
options, software revenues are recognized as the annual installments are
billed. At the time revenue is recognized, the Company has no remaining
obligations under the software license and maintenance contracts other than
providing postcontract customer support services related to the maintenance
portion of the contract and performance obligations under any optional and
separately priced training or consulting arrangements. Maintenance revenues,
equal to the present value of annual installment payments, are recognized
ratably over the term of the contracts as the postcontract customer support
services are provided and the related costs are incurred and recognized.
Optional training and consulting represent service transactions as to which
revenues and expense are recognized when the earnings process is substantially
complete.

     Statement of Cash Flows: For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.

     Property and Equipment: Property and equipment is stated at cost.
Depreciation is provided using the straight-line method, over the estimated
useful lives of the respective assets, except for leasehold improvements which
are amortized over the lesser of the lease term or the economic life of the
underlying asset. Since such assets are employed in all facets of the Company's
operations, depreciation expense is reflected in cost of sales as well as in
each category of operating expenses. The Company charges the cost of repairs
and maintenance to expense as incurred and capitalizes the cost of
replacements, renewals and betterments. When property or equipment is retired,
the cost and accumulated depreciation are removed from the accounts, and the
resulting gain or loss on the disposition is reflected in other income
(expense).

     Software Products: Cost of software held for resale, which was either
purchased with the intent to incorporate the acquired software in MPSI products
or developed internally, is presented net of accumulated amortization. The
costs of internally developed software include direct labor, materials and
overhead, and relate to significant enhancements to existing software or to
development of new software products. All costs incurred to establish the
technological feasibility of internally developed software are charged to
research and development expense as incurred. Royalties, which may become
payable because of ongoing proprietary interests related to third-party
software imbedded in MPSI products, are charged to cost of sales-software
licensing as applicable software sales are recognized.

     The annual amortization of software products is computed on a
product-by-product basis and is the greater of the amount determined using (1)
the ratio that current gross revenues for a product bear to the total of
current and anticipated future gross revenues for that product or (2) the
straight-line method over the remaining economic life of the product.
Historically, the 
-------------------------------------------------------------------------------
                                                                             12
<PAGE>   14
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

straight-line method has resulted in a greater amount of amortization in each
accounting period and has, therefore, been the basis for amortization in the
current period and in prior periods. Amortization starts when a product is
available for general release to customers and is reflected in cost of
sales-software licensing.

     In the event that capitalized software development costs are subsequently
determined not to be fully recoverable from future operations, the carrying
value of such software is reduced to an amount equal to its net realizable
value less costs of marketing and distribution. The reduction in carrying value
is recorded in cost of sales-software licensing.

     Inventory: Work-in-process is composed of direct labor, costs of gathering
demographic data, indirect costs and overhead. Indirect costs and overhead are
allocated to each contract based upon the direct labor incurred.

     Income Taxes: The Company applies the liability method of accounting for
income taxes in accordance with Statement of Financial Accounting Standards No.
109 which was adopted October 1, 1993 as required. Under this method, deferred
income taxes are recognized for the tax consequences of "temporary differences"
by applying enacted statutory tax rates applicable to future years to
differences between the financial statement carrying amounts and the tax bases
of existing assets and liabilities. The effect on deferred taxes of a change in
tax rates is recognized in the results of operations during the period that
includes the enactment date.

     Earnings Per Share: Earnings per share computations are based upon the
weighted average number of common shares outstanding during each period,
including dilutive common stock equivalents related to unexercised stock
options. Earnings per share computations do not give effect to common stock
equivalents for any period in which their inclusion would have the effect of
increasing the earnings per share amount or decreasing the loss per share
amount otherwise computed. The adjusted weighted average shares utilized in
determining income (loss) per share were 2,756,000 for fiscal year 1996,
2,802,000 for fiscal year 1995, and 2,766,000 for fiscal year 1994.

     Foreign Currency Translation: Assets and liabilities of the Company's
foreign operations, except Brazil, are translated from the foreign operating
currency to the U.S. Dollar equivalent for consolidated reporting purposes
using the applicable exchange rates at the balance sheet date. Revenues and
expenses are translated at average rates for the year. Exchange differences
from these translations are included in stockholders' equity. Where amounts
denominated in a foreign currency are or are expected to be converted into
dollars by remittance or repayment, the realized exchange differences are
reflected in the results of operations. Due to high rates of inflation in
Brazil, transactions and accounting records are maintained in U.S. Dollar
equivalents.

     Restructuring Expenses: Expenses associated with corporate restructuring
are recognized at the time that the underlying obligations are incurred.
Severance costs are accrued in the accounting period during which management,
having authority to do so, approves severance plans, provided that (1) the
specific individuals or positions to be terminated have been identified and the
costs thereof were reasonably quantifiable and probable of occurrence within
the succeeding twelve months, and (2) prior to release of the financial
statements for the affected period, the affected employees or positions are
either terminated or the general terms of the termination plan have been
communicated, including the benefits to which terminated employees are entitled
or will voluntarily receive. The net present value of remaining lease
obligations related to excess space is accrued in full at the time the space is
abandoned, net of sublease recoveries which are probable. The costs of other
corporate restructuring decisions are accrued at the time the obligations
related thereto are incurred and quantifiable.

     New Accounting Pronouncements: In March 1995 the Financial Accounting
Standards Board adopted Statement No. 121, "Accounting for Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," effective for
fiscal years beginning after December 15, 1995. Adoption of this new Statement
is not expected to have a material effect on the Company's financial position
or results of operations.

     In October 1995, the Financial Accounting Standards Board adopted
Statement No. 123, "Accounting for Stock Based Compensation," effective for
fiscal years beginning after December 15, 1995. FAS 123 provides MPSI the
option to continue present methods of accounting for stock-based compensation
with additional disclosure of the effects thereof had the accounting policies
set forth in the Statement been adopted. MPSI will incorporate the required
disclosure in future financial statements issued after the effective date.

     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 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 expense during the reporting
period. Actual results could differ from those estimates.


-------------------------------------------------------------------------------
                                                                             13

<PAGE>   15
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------


2.  DISCONTINUED OPERATIONS:

     On September 1, 1994, the Company's wholly owned subsidiary, RSI, sold all
of its noncash assets to an unaffiliated third party, Dakota Worldwide
Corporation ("Dakota"). Dakota paid $70,000 cash, assumed trade accounts
payable of approximately $97,000, assumed certain lease obligations of
approximately $426,000 at the date of sale (although RSI remains contingently
liable on such leases in the event Dakota fails to perform) and agreed to pay
RSI future royalties equal to 10% of sales generated from RSI's client base
through and including August 31, 1997. Dakota acquired trade accounts
receivable, furnishings and equipment (with a net book value of $52,000) and
work in process inventory. Dakota assumed all performance obligations related
to contracts in force with RSI's customers at the sale date.

     Concurrent with this transaction, RSI and MPSI executed an agreement not
to compete with Dakota in North America. RSI terminated all of its employees,
subject to temporary retention of certain administrative staff, and RSI was
responsible for all severance costs related thereto. The Company has completed
a winding down of the corporate affairs of RSI and dissolved it effective
September 25, 1995.

     Operating results of the discontinued RSI business unit at September 30,
1994 were as follows:

     Revenues .....................................  $ 1,226,000
     Loss before income taxes......................     (440,000)
     Income tax benefit ...........................        9,000
     Loss from operations .........................     (431,000)

     The loss on disposal of RSI at September 30, 1994 included the following:

     Gain on net assets sold ......................  $    32,000
     Accrued close-down costs .....................      (38,000)
     Income tax benefit ...........................        1,000
     Accrued employee severance ...................      (46,000)
                                                     -----------
        Loss on disposal of discontinued 
         operations ...............................  $   (51,000)
                                                     ===========

3.  RECEIVABLES:

     Trade accounts receivable include unbilled amounts of $1,423,000 at
September 30, 1996 and $1,662,000 at September 30, 1995. These amounts
represent market study revenues recognized under the percentage-of-completion
method in excess of amounts billed and will generally be billable during the
succeeding twelve months upon completion of the respective studies.

     Current and noncurrent receivables also include unbilled amounts of
$2,987,000 at September 30, 1996 and $4,254,000 at September 30, 1995 (before
present value discount and excluding $207,000 and $381,000 which had been
billed at September 30, 1996 and 1995, respectively) related to multi-year
software license and maintenance agreements. Since these agreements contain
annual installment billing provisions, the unbilled receivable balance for some
contracts is as much as four years' future annual billings. Of the September
30, 1996 unbilled amounts, $1,086,000 (compared with $1,656,000 at September
30, 1995) will be billed in the succeeding twelve months, and the remainder
will be billed thereafter at such future dates as are specified in the
respective contracts. The portion of such future billings related to
maintenance and support services not yet performed is offset by corresponding
amounts in deferred revenue. The current portions of long-term receivables are
reduced by unamortized present value discount of $116,000 and $144,000 at
September 30, 1996 and 1995, respectively. Noncurrent long-term receivables are
presented net of unamortized present value discount in the amount of $122,000
and $177,000 at September 30, 1996 and 1995, respectively. The present value
discount is imputed based upon the New York prime rate on the effective date of
each agreement. Interest income related to these agreements was $160,000,
$171,000, and $196,000 in fiscal years 1996, 1995 and 1994, respectively.

     A significant portion of the Company's business activity is with the major
multinational oil companies. At September 30, 1996, 96% ($6,341,000) of the
Company's receivables (before present value discounts) were from petroleum
clients ($8,556,000 or 93% at September 30, 1995). The receivable portfolio is
well diversified geographically which tends to mitigate the potential impact of
fluctuations in petroleum activities which may otherwise result if receivables
were confined to a particular geographic area. Software license agreements are
payable over several years (generally five-year agreements) and are expected to
be paid from operating cash flows of the customers. The Company does not
require collateral or other security to support these contractual receivables.
The carrying value of long-term receivables, net of unearned discount,
approximates market value.


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                                                                             14

<PAGE>   16
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------


4.  PROPERTY AND EQUIPMENT:

    Property and equipment consists of:

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30,
                                         USEFUL LIFE  ----------------------------
                                          IN YEARS       1996               1995
                                          --------    ----------------------------
<S>                                       <C>           <C>              <C>      
     Leasehold improvements .........     Various     $   702,000      $   713,000
     Computer equipment and software      4-5           5,955,000        6,243,000
     Office furnishings and equipment     3-10          1,637,000        1,655,000
                                                      -----------      -----------
                                                        8,294,000        8,611,000
     Accumulated depreciation .......                  (6,969,000)      (7,420,000)
                                                      -----------      -----------
        Net property and equipment ..                 $ 1,325,000      $ 1,191,000
                                                      ===========      ===========
</TABLE>

     The provision for depreciation was $450,000, $405,000, and $406,000 for
the years ended September 30, 1996, 1995 and 1994, respectively. At September
30, 1996, fully depreciated assets with an aggregate original cost of
approximately $5,517,000 remain in use.

5.  SOFTWARE PRODUCTS:

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,
                                                ----------------------------
                                                   1996               1995
                                                ----------------------------
     <S>                                        <C>              <C>
     Capitalized software development costs     $ 3,931,000      $ 3,171,000
     Accumulated amortization .............      (3,088,000)      (2,498,000)
                                                -----------      -----------
        Net software products .............     $   843,000      $   673,000
                                                ===========      ===========
</TABLE>

     The provision for amortization, reflected in Software Licensing cost of
sales, was $592,000, $294,000, and $246,000 for the years ended September 30,
1996, 1995 and 1994, respectively. Based upon current sales forecasts,
capitalized software costs are projected to be recoverable. However, these
sales forecasts are subject to certain vulnerabilities which could potentially
affect the recoverability of those costs.

6.  INCOME TAXES:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,            
                                                          ------------------------------------------------
                                                           1996                1995                1994   
                                                          ------------------------------------------------
<S>                                                       <C>               <C>             <C>           
Income (loss) from continuing operations before
   income taxes:
   Domestic.............................................  $   27,000        $ 3,515,000     $ 2,977,000
   Foreign..............................................    (279,000)        (1,032,000)       (727,000)
                                                          ----------        -----------     -----------
          Total.........................................  $ (252,000)       $ 2,483,000     $ 2,250,000
                                                          ==========        ===========     ===========
Income taxes (benefits):
   Current:
    Federal.............................................  $   15,000        $    80,000     $    56,000
    State...............................................     (56,000)           203,000           3,000
    Foreign.............................................     412,000            171,000         209,000
                                                          ----------        -----------     -----------
          Current income taxes..........................     371,000            454,000         268,000
    Foreign deferred income taxes.......................          --                 --          26,000
                                                          ----------        -----------     -----------
          Provision for total income taxes..............  $  371,000        $   454,000     $   294,000
                                                          ==========        ===========     ===========
</TABLE>


--------------------------------------------------------------------------------
                                                                              15
<PAGE>   17
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

     A reconciliation of the provision for income taxes at the applicable
Federal statutory income tax rate to the actual provision for income taxes
follows:

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED SEPTEMBER 30,
                                                                       ----------------------------------------------
                                                                          1996               1995                1994
                                                                       ----------------------------------------------
<S>                                                                    <C>                <C>               <C>        
Expense (benefit) at statutory rate...........................         $ (88,000)         $ 869,000         $   787,000
Alternative minimum tax.......................................            15,000             80,000              56,000
Foreign income and taxes, net.................................           295,000           (201,000)            177,000
Loss carryforwards............................................           156,000            418,000             311,000
Federal loss carryforwards utilized...........................                --           (813,000)         (1,069,000)
State income taxes............................................           (36,000)           132,000               2,000
Other, net....................................................            29,000            (31,000)             30,000
                                                                       ---------          ---------         -----------
   Income taxes...............................................         $ 371,000          $ 454,000         $   294,000
                                                                       =========          =========         ===========
</TABLE>

     Income taxes of $210,000 were refundable at September 30, 1996 ($352,000
payable at September 30, 1995). The Company does not accrue income taxes on
undistributed earnings of certain foreign subsidiaries which are permanently
invested. At September 30, 1996 and 1995, the amount of undistributed earnings
for which taxes have not been accrued was insignificant.

     In March 1996, the Internal Revenue Service initiated an examination of
tax years 1993 through 1995. The Company has not yet received a final report of
the results and believes that the resolution of any items raised will not have
a material effect on its financial position.

     At September 30, 1996, the Company has various U.S. tax credits of
$633,000 which expire between 1997 and 2001. At September 30, 1996, certain
foreign subsidiaries have net operating loss carryforwards of approximately
$8,115,000 which may be utilized in future years.

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets are as follows:


<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,
                                                                        -----------------------------
                                                                           1996              1995
                                                                        -----------------------------
<S>                                                                     <C>              <C>        
Deferred tax liabilities:
   Software revenue ...............................................     $   699,000      $   825,000
   Depreciation ...................................................          58,000           49,000
   Other ..........................................................          98,000           98,000
                                                                        -----------      -----------
          Total deferred tax liabilities ..........................         855,000          972,000
                                                                        -----------      -----------
Deferred tax assets:
   Accrued liabilities ............................................         287,000          245,000
   U.S. and foreign loss carryforwards ............................       2,413,000        2,279,000
   U.S. tax credit carryforwards ..................................         633,000          689,000
                                                                        -----------      -----------
          Total deferred tax assets ...............................       3,333,000        3,213,000
   Valuation allowance for deferred tax assets ....................      (2,576,000)      (2,339,000)
                                                                        -----------      -----------
          Net deferred tax assets .................................         757,000          874,000
                                                                        -----------      -----------
          Net deferred tax liabilities included in Other Noncurrent
             Liabilities ..........................................     $    98,000      $    98,000
                                                                        ===========      ===========
</TABLE>

     Utilization of the Company's tax credit and loss carryforwards is
dependent on realizing taxable income in the appropriate tax jurisdiction.
Deferred tax assets for these carryforwards have been reduced by the valuation
allowance to an amount that is more likely than not to be realized.



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                                                                             16

<PAGE>   18

                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------


7.  BUSINESS SEGMENT AND REVENUE FROM MAJOR CUSTOMERS:

     The Company operates in one business segment from its principal production
facility in the United States supported by satellite production facilities in
England and Brazil. Foreign sales offices or representatives are currently
maintained in Australia, Brazil, Canada, Japan, Italy, South Africa, South
Korea, Shanghai, the United Kingdom and Singapore. The following table sets
forth the revenues and other information related to continuing services
provided by each of the Company's three production centers.

<TABLE>
<CAPTION>
                                                                  YEAR ENDED SEPTEMBER 30,
                                                    ------------------------------------------------
                                                        1996                1995             1994
                                                    ------------------------------------------------
<S>                                                 <C>               <C>               <C>         
Revenues:
Unaffiliated customers:
   United States ..............................     $ 20,248,000      $ 21,839,000      $ 18,045,000
   Europe .....................................          780,000         1,369,000         1,428,000
   Brazil .....................................          717,000           229,000           399,000
Between geographic areas(1):
   United States ..............................          237,000           300,000           391,000
   Europe .....................................          673,000           284,000           384,000
   Asia/Pacific Rim ...........................        2,228,000         2,222,000         2,033,000
   Brazil .....................................          387,000              --                --
Eliminations ..................................       (3,525,000)       (2,806,000)       (2,808,000)
                                                    ------------      ------------      ------------
          Total revenues ......................     $ 21,745,000      $ 23,437,000      $ 19,872,000
                                                    ============      ============      ============
Operating income (loss):
   United States ..............................     $    795,000      $  2,868,000      $  2,520,000
   Europe .....................................         (891,000)         (649,000)         (430,000)
   Brazil .....................................         (488,000)         (572,000)         (129,000)
                                                    ------------      ------------      ------------
          Total operating income (loss) .......     $   (584,000)     $  1,647,000      $  1,961,000
                                                    ============      ============      ============
Identifiable assets:
   United States ..............................     $  9,276,000      $ 11,581,000      $  8,620,000
   Europe .....................................          436,000           891,000           860,000
   Brazil .....................................          607,000           452,000           254,000
                                                    ------------      ------------      ------------
          Total assets ........................     $ 10,319,000      $ 12,924,000      $  9,734,000
                                                    ============      ============      ============
Export sales from U.S.:
   Canada .....................................     $    952,000      $    749,000      $    572,000
   Central America ............................          358,000           154,000           418,000
   South America ..............................        1,055,000         1,554,000           790,000
   Europe .....................................          521,000           903,000         1,475,000
   Asia/Pacific Rim ...........................        8,873,000        10,066,000         8,724,000
   Africa .....................................          289,000           143,000           137,000
                                                    ------------      ------------      ------------
          Total export sales ..................     $ 12,048,000      $ 13,569,000      $ 12,116,000
                                                    ============      ============      ============
Consolidated revenues from foreign customers by
   geographic area are as follows:
   Canada and Central America .................     $  1,310,000      $    903,000      $    991,000
   Singapore, Australia and Japan .............        8,873,000        10,066,000         8,724,000
   Europe and United Kingdom ..................        1,172,000         2,271,000         2,903,000
   Africa .....................................          418,000           143,000           137,000
   South America ..............................        1,772,000         1,783,000         1,189,000
                                                    ------------      ------------      ------------
          Consolidated foreign revenues .......     $ 13,545,000      $ 15,166,000      $ 13,944,000
                                                    ============      ============      ============
Depreciation and amortization of property and
   equipment:
   United States ..............................     $    402,000      $    366,000      $    373,000
   Europe .....................................           36,000            24,000            18,000
   Brazil .....................................           12,000            15,000            15,000
Capital expenditures:
   United States ..............................     $    563,000      $    565,000      $    374,000
   Europe .....................................           20,000            64,000            14,000
   Brazil .....................................           18,000             5,000              --
</TABLE>

(1) Sales between geographic areas are made at prices that generally
    approximate the prices of similar charges to unaffiliated customers.

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                                                                             17

<PAGE>   19
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

     Approximately 97% of total revenues from continuing operations were
derived from the petroleum industry during the year ended September 30, 1996
(96% and 99% during 1995 and 1994, respectively). Individual customers
accounted for MPSI revenues which were in excess of 10% of consolidated
revenues in 1996, 1995 or 1994 as follows:

<TABLE>
<CAPTION>
                                                      1996                      1995                        1994
                                               -------------------        -------------------        -------------------
                                               AMOUNT            %        AMOUNT            %        AMOUNT            %
                                               -------------------        -------------------        -------------------
<S>                                             <C>             <C>         <C>            <C>          <C>           <C>
Exxon/Esso/Imperial......................       $6.3            29          $4.4           19           $3.8          19
Texaco/Caltex............................       $2.7            12          $1.3            6           $3.0          15
Shell....................................       $1.5             7          $2.8           12           $2.1          11
Amoco....................................       $2.1            10          $2.5           11           $1.4           7
</TABLE>

     Although the Company would be adversely affected if several petroleum
industry customers curtailed their long-term usage of MPSI products or in the
event of a significant long-term economic downturn in the petroleum industry
generally, the Company's petroleum clients are well diversified geographically
which reduces the long-term risk attendant with its industry dependence, and
MPSI has historically experienced high renewal rates for its software license
and maintenance agreements.

8.  EMPLOYEE BENEFITS:

     Under an employee stock ownership and investment plan, all qualifying U.S.
employees may contribute up to 16% of their annual earnings. Subject to certain
limitations, the Company will contribute in cash or Common Stock an amount
equal to but not less than 50% or more than 100% of a participant's salary
deferral contributions that are not in excess of 6% of the participant's
earnings for the year. Contributions may be invested in the Company's Common
Stock or in five other equity or fixed-income funds. The Company recorded
expense related to its matching contribution of $143,000, $132,000 and $114,000
in fiscal years 1996, 1995 and 1994, respectively. At September 30, 1996 and
1995, the Company had accrued $114,000 and $102,000 of liabilities for matching
contributions to the 401(k) plan (which in each case represented the estimated
Company match attributable to nine months of participant contributions since
the Plan year ends December 31). During fiscal year 1996, the Company
liquidated its matching contribution liability for the Plan year ended December
31, 1995 by contributing previously unissued Common Stock at a value of
$133,000. During fiscal year 1995, the Company paid a $121,000 cash matching
contribution applicable to the Plan year ended December 31, 1994. The matching
contribution for Plan year 1996 will be paid during fiscal year 1997.

     The Company has reserved 750,000 shares of Common Stock for issuance of
stock options under a 1988 stock option plan covering all employees which
expires in 1998. An additional 129,000 shares are potentially issuable if
outstanding options under a 1984 stock option plan are exercised. The remaining
options under the 1984 plan expire from September 3, 1998 to November 28, 1999,
and no further options may be granted under that plan.

     The following table summarizes the status of the plans at 
September 30, 1996:

<TABLE>
<CAPTION>
                                                                                             NO.  OF        OPTION PRICE
                                                                                             SHARES           PER SHARE   
                                                                                             ------           ---------   
<S>                                                                                          <C>           <C>      <C>
Outstanding September 30, 1993.....................................................         109,600        $ 2.25 - $17.50
   Granted.........................................................................          18,000        $ 3.00 - $ 4.50
   Cancelled.......................................................................         (15,500)                $ 2.25
                                                                                            -------
Outstanding September 30, 1994.....................................................         112,100        $ 2.25 - $17.50
   Granted.........................................................................          68,900                 $ 3.00
   Cancelled.......................................................................          (8,050)       $ 2.25 - $ 8.75
   Exercised.......................................................................          (4,333)                $ 2.25
                                                                                           --------
Outstanding September 30, 1995.....................................................         168,617        $ 2.25 - $17.50
   Granted.........................................................................         139,050        $ 3.50 - $ 5.50
   Cancelled.......................................................................          (8,884)       $ 2.25 - $17.50
   Exercised.......................................................................         (19,500)       $ 2.25 - $ 4.50
                                                                                            -------
Outstanding September 30, 1996.....................................................         279,283        $ 2.25 - $ 8.75
                                                                                            =======

Exercisable September 30, 1996.....................................................          98,288        $ 2.25 - $ 8.75
                                                                                           ========

</TABLE>

     The Company accrued $92,000 at September 30, 1996 ($140,000 accrued at
September 30, 1995); in connection with incentive award programs for certain
employees. The awards were accrued based upon the Company's achievement of
certain revenue and operating income objectives and the respective
contributions of certain employees to the achievement of those objectives. The
various incentive plans specify cash settlement of the accrued liability prior
to December 31, 1996.

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                                                                             18

<PAGE>   20
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

     At September 30, 1995, the Company had an accrual of approximately
$110,000 in connection with discretionary employee performance awards in the
form of deferred compensation. Such amount was earned and accrued based on the
employee's performance during the year ended September 30, 1994. Under deferred
compensation agreements with certain key employees as approved by the
Compensation Committee, the Company will pay future cash awards to the
specified employees upon the achievement, for thirty consecutive business days,
of a $6.00 per share market price for the Company's Common Stock. Such payments
could be made at any point after November 29, 1995, assuming stock price and
other vesting requirements have been met. Based upon the stock price at
September 30, 1996, the amount previously accrued has been reversed.

     At September 30, 1996 and 1995, the Company had accrued $607,000 and
$546,000, respectively, related to employee vacations earned but not yet taken.

9.  COMMITMENTS AND CONTINGENCIES:

     The Company leases other office space and equipment under various
agreements, substantially all of which have been accounted for as operating
leases. Rental expense, including the leases described above, of $1,040,000 was
recorded during the year ended September 30, 1996 ($1,095,000 and $1,265,000 in
1995 and 1994, respectively). Aggregate future rentals under these commitments
are as follows: 1997--$770,000; 1998--$386,000, 1999--$40,000 and 2000--$7,000.

          During 1994, the Company leased computer equipment from its chairman
and members of his family under various agreements which required aggregate
quarterly payments of approximately $16,000 which expired in 1995.
Approximately $45,000 was paid under such agreements during each of the years
ended September 30, 1995 and 1994.

     In connection with the discontinued RSI business unit and sale of its
assets as described in Note 2, the Company remains contingently liable until
December 31, 1997, for certain lease obligations in the event that the
purchaser does not fully perform in accordance with the lease terms. The
Company has received no notices of non-performance on these obligations. At
September 30, 1996, the aggregate remaining lease obligations assumed by the
purchaser was $155,000 related to the office space which RSI occupied prior to
the sale. The annual amounts under such lease obligations for which the Company
might be liable in the event that Dakota fails to perform are: 1997--$124,000
and 1998--$31,000.

10.  SUPPLEMENTAL CASH FLOW INFORMATION:

     The following information concerning noncash transactions is provided to
supplement the Consolidated Statements of Cash Flow.

     In the normal course of business, certain clients exercised contract
cancellation options available in their software license agreements in response
to economic downturns in their operating regions. As the Company, in accordance
with its policy, had not recognized any revenues on such contingent portions of
those agreements, the cancellations resulted in noncash reductions of long-term
receivables and deferred revenues in the amount of approximately $435,000
during fiscal year 1996 and $65,000 during fiscal year 1995.

     The Company satisfied its 401(k) matching contribution for the Plan year
ended December 31, 1995 by subsequently issuing its Common Stock. This
transaction resulted in a noncash reduction of accrued liabilities and a
corresponding increase in Common Stock and additional paid-in capital of
approximately $133,000 in fiscal year 1996.

     The Company paid interest of $17,000 during fiscal year 1996, $12,000
during fiscal year 1995, and $16,000 in fiscal year 1994. Income taxes of
$809,000, $220,000, and $295,000 were paid during fiscal years 1996, 1995 and
1994, respectively.

-------------------------------------------------------------------------------
                                                                             19

<PAGE>   21
                                             MPSI Systems Inc. and Subsidiaries
-------------------------------------------------------------------------------

MARKET INFORMATION FOR MPSI COMMON STOCK

     During fiscal 1994 and through September 25, 1995, the Company's Common
Stock was not listed with an established securities exchange and all purchases
and sales occurred in direct negotiations or over the counter. Set forth below
for those periods are the high and low bid prices, as adjusted giving effect to
a one-for-ten reverse stock split on November 18, 1993. The trading symbol is
"MPSI". Bid prices reflect interdealer prices without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions. On
September 26, 1995, the Company's Common Stock was listed on The NASDAQ
SmallCap Market(SM) (hereafter NASDAQ). Information in the table below for the
fourth quarter of fiscal 1995 and for fiscal 1996 reflects the high and low
sales prices reported by NASDAQ.

<TABLE>
<CAPTION>
                                                           HIGH      LOW
                                                           ----      ---
<S>                                                         <C>      <C>
Fiscal 1994
  First Quarter Ended December 31, 1993............         7        5
   Second Quarter Ended March 31 ..................         7        4
   Third Quarter Ended June 30 ....................         5 1/4    2
   Fourth Quarter Ended September 30 ..............         4          3/4
Fiscal 1995
   First Quarter Ended December 31, 1994...........         2 5/8    1 1/2
   Second Quarter Ended March 31 ..................         2 1/2    1
   Third Quarter Ended June 30 ....................         7        1 1/2
   Fourth Quarter Ended September 30 ..............         7 1/2    3
Fiscal 1996
   First Quarter Ended December 31, 1995...........         7        4 3/4
   Second Quarter Ended March 31 ..................         5 1/4    3
   Third Quarter Ended June 30 ....................         3 1/2    2 3/4
   Fourth Quarter Ended September 30 ..............         4 1/4      5/8
</TABLE>

     The 2,794,000 shares of Common Stock outstanding at September 30, 1996,
were held by 923 stockholders of record. At that date, an additional 279,283
shares were subject to options to purchase Common Stock as discussed more fully
in Note 8 to the Consolidated Financial Statements. The per share bid and offer
prices on December 5, 1996, were $2.50 and $3.50, respectively. Common Stock
that could be sold pursuant to Rule 144 under the 1933 Act totals 912,224
shares as of December 5, 1996.

     The Company intends to reinvest its earnings in its business and therefore
does not anticipate paying any cash dividends in the foreseeable future. The
Company has not paid cash dividends since its inception.



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                                                                             20

<PAGE>   22





[INSIDE BACK COVER]
BOARD OF DIRECTORS

Ronald G. Harper
Chairman of the Board

John C. Bumgarner, Jr.
Senior Vice President
The Williams Companies
Tulsa, Oklahoma

Dr. David L. Huff
Faculty Member
The University of Texas
Austin, Texas

Joseph C. McNay
Chairman of the Board
Essex Investment
Management Company
Boston, Massachusetts

John J. McQueen
Attorney
Tulsa, Oklahoma

OFFICERS

Ronald G. Harper
President and
Chief Executive Officer

Bryan D. Porto
Sr. Vice President

Jyo Umezawa
Sr. Vice President

James C. Auten
Vice President and
Chief Financial Officer

Roger A. Finn
Vice President

Mark R. Davis
Vice President

Lance Taylor
General Manager

Linda K. Wells
Corporate Secretary
CORPORATE DATA

CORPORATE HEADQUARTERS:

MPSI Systems Inc.
8282 South Memorial Drive
Tulsa, Oklahoma 74133
TEL:  918/250-9611
FAX:  918/254-8764
http://www.mpsisys.com

AUDITORS:

Ernst & Young LLP
Tulsa, Oklahoma

REGISTRAR AND TRANSFER AGENT:

ChaseMellon Shareholder Services
Ridgefield Park, New Jersey

LEGAL COUNSEL:

Hall, Estill, Hardwick, Gable,
Golden & Nelson, P.C.
Tulsa, Oklahoma

ANNUAL MEETING:

11:00 a.m. February 4, 1997
The Grandview Hotel
Sunset Room
7900 South Lewis
Tulsa, Oklahoma

ANNUAL REPORTS:

Copies of the Form 10-K and Annual Report to Stockholders filed with the
Securities and Exchange Commission are available without charge upon
written request to:

       Linda K. Wells
       Corporate Secretary
       MPSI Systems Inc.
       8282 South Memorial Drive
       Tulsa, Oklahoma 74133

STOCK LISTING:

NASDAQ SmallCap(SM)   Symbol - MPSI

    MPSI, PVO, Location Volume and Facility Location Volume are registered
                        trademarks of MPSI Systems Inc.
    The Intelligent Approach to Retail Marketing, MPSI's CAPS, Price Volume
Optimizer, Market Monitor and PriceTracker are trademarks of MPSI Systems Inc.


                                      44
<PAGE>   23


[OUTSIDE BACK COVER]

MPSI SYSTEMS INC.
8282 SOUTH MEMORIAL DRIVE
TULSA, OKLAHOMA 74133
PHONE: 1-800-727-6774
       (918-250-9611 OUTSIDE THE U.S.)
FAX:   918-254-8764



























                      MPSI is an Affirmative Action/Equal
                             Opportunity Employer.
                   Printed in the United States of America.
                              All Rights Reserved.

                                      45