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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K

(Mark One)

[X]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Fiscal Year Ended March 31, 1999
                                       or
[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Transition Period From _______________ to
         ________________.

                         Commission file number 0-19817

                            IntraNet Solutions, Inc.
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             (Exact name of registrant as specified in its charter)


               Minnesota                                     41-1652566
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    (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                      identification no.)


              8091 Wallace Drive
            Eden Prairie, Minnesota                         55344-3775
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   (Address of principal executive offices)                 (Zip code)


                                 (612) 903-2000
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              (Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:  None
         Securities registered pursuant to Section 12(g) of the Act:  Common
           Stock, par value $.01 per share

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

         Indicate by check mark if disclosure of delinquent filers pursuant to
     Item 405 of Regulation S-K is not contained herein, and will not be
     contained, to the best of registrant's knowledge, in definitive proxy or
     information statements incorporated by reference in Part III of this Form
     10-K or any amendment to this Form 10-K. [X]

         The aggregate market value of the registrant's common stock held by
     non-affiliates of the registrant as of June 21, 1999 was $88,796,663
     based on the closing sale price for the registrant's common stock on that
     date as reported by The Nasdaq Stock Market. For purposes of determining
     such aggregate market value, all officers and directors of the registrant
     are considered to be affiliates of the registrant, as well as shareholders
     holding 10% or more of the outstanding common stock as reflected on
     Schedules 13D or 13G filed with the registrant. This number is provided
     only for the purpose of this report on Form 10-K and does not represent an
     admission by either the registrant or any such person as to the status of
     such person.

         As of June 21, 1999 the registrant had 14,571,811 shares of common
     stock issued and outstanding.
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                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's definitive Proxy Statement dated for the
annual meeting of Shareholders to be held on September 22, 1999 and the Annual
Report to Shareholders for the year ended March 31, 1999 are incorporated by
reference in Parts II, III and IV of this Annual Report on Form 10-K. (The
Compensation Committee Report and the stock performance graph contained in the
registrant's Proxy Statement are expressly not incorporated by reference in this
Annual Report on Form 10-K). The Proxy Statement will be filed within 120 days
after the end of the fiscal year ended March 31, 1999.

                                     PART I
ITEM 1.  BUSINESS

FORWARD-LOOKING STATEMENTS

    The information presented in this Annual Report on Form 10-K under the
headings "Item 1. Business" and "Item 2. Properties" and incorporated by
reference under "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains forward-looking statements within
the meaning of the safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are subject to risks and
uncertainties, including those discussed under "Risk Factors" below beginning on
page 16 of this Annual Report on Form 10-K, that could cause actual results to
differ materially from those projected. Because actual results may differ,
readers are cautioned not to place undue reliance on these forward-looking
statements.

OVERVIEW

    IntraNet Solutions, Inc., or IntraNet Solutions, is a leading provider of
Web-based data and content management solutions for intranets, extranets and the
Internet. Our Intra.doc! suite of products offers customers the ability to
leverage their existing Internet infrastructure to rapidly access, manage and
publish unstructured business data, or data contained in graphic, document or
text format as opposed to structured data typically stored in databases or data
warehouses. We address the complex data and content management needs of an
organization by providing a comprehensive, Web-based solution that performs key
functions automatically, eliminates administrative bottlenecks and continuously
delivers the most current information to users.

    Intra.doc! enables organizations to capture sets of unstructured business
data, attach appropriate security and profiling information, known as meta data,
and dynamically publish and manage this information in a Web environment without
the need to manually reconfigure data sets. Our solution is based on open Web
standards and Java server architecture and provides sophisticated security and
searching capabilities. This enterprise-scalable, cost-effective solution is
quickly deployed, easily maintained and may be configured to meet an
organization's specific requirements. In addition, our products provide
e-commerce capabilities to enable our customers to easily and cost effectively
sell data and content over the Web.

    Our products provide a broad-based solution applicable across a wide variety
of industries that enables organizations to effectively utilize their
business-critical data and content. Since Intra.doc! was introduced in fiscal
1997, it has been adopted by over 200 businesses and government organizations
for use on over 300 intranet, extranet and Internet sites. Customer applications
of Intra.doc! have ranged from single workgroups to enterprise-wide solutions.
Our customers include organizations such as British Aerospace Airbus, Ltd.,
Cargill Incorporated, Ericsson Telecom AB, GE Capital Corporation and
Hewlett-Packard.

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INDUSTRY BACKGROUND

    Explosive Growth of the Internet

    The emergence and acceptance of the Internet and the World Wide Web has
fundamentally changed the way that businesses communicate, obtain information,
purchase goods and transact business. International Data Corporation, or IDC,
estimates that the number of Internet users worldwide will grow from
approximately 147 million in 1999 to 320 million in 2002. Within the United
States, shipments of web browsers are expected to grow from 10 million units in
1997 to over 124 million units in 2002, according to IDC. In addition, an IDC
report estimates that Internet-centric software specifically designed for Web
technology, which accounted for less than $1.0 billion in revenue in 1996, will
exceed $12.0 billion in revenue by 2000 due to the aggressive corporate adoption
of Web technology.

    Rapid Adoption of Corporate Intranets and Extranets

    Corporations are employing intranets and extranets in order to capitalize on
their investments in Web-based infrastructure by sharing computing resources and
facilitating communication among employees. Intranets typically refer to secure
Web-based networks dedicated to an organization's employees, while extranets
extend such networks beyond an organization's "internal walls" to include
suppliers, vendors, partners, customers and other businesses. Intranets and
extranets utilize common Internet protocols and Web browsers to share
information and efficiently communicate among users in the secure environment of
a private network.

    Organizations are rapidly adopting intranets and extranets. CAP Ventures, a
leading research organization, estimates that spending on corporate intranets
doubled in 1997 to $8.5 billion and predicts an annual growth rate of 50%
through the year 2000. In 1997, The Delphi Group estimated that over 80% of
desktops within Fortune 1000 companies will be connected to an intranet by the
year 1999. In addition, Forrester Research estimates that more than 80% of
Fortune 1000 companies plan to offer extranets by the year 2000. IDC estimates
that the number of installed Web and Internet servers, which are necessary to
support intranets and extranets, will grow from approximately 6.3 million in
1998 to nearly 12.0 million in the year 2002.

    Intranets provide multiple users the potential to securely and efficiently
access a wealth of data and up-to-date information in a wide variety of formats,
such as CAD files, engineering schematics, design specifications, audio and
video clips, graphics and traditional documents. Intranet usage has evolved
beyond document access and internal distribution of information to enable
organizations to streamline, automate and increase the productivity of everyday
business processes in a wide variety of applications. For example, engineering
and manufacturing departments are using intranets for ISO certification,
technical manual publication and quality assurance processes. Intranets also
allow human resource departments to make real-time changes to policies and
procedures, perform full-text searches of resumes and facilitate reimbursement
of employee expenses. Similarly, at the corporate management level, the
effective use of intranets enables managers to have rapid and secure access to
relevant business data, leading to expeditious and well-informed decisions.

    Extranets expand intranet applications to enable organizations to
selectively share business-critical data with suppliers, vendors, partners,
customers and other businesses. Extranet applications are increasingly being
used to increase sales, cut costs and improve customer service and support.
Organizations are making large investments in these applications to create
meaningful and attractively presented content that conveys important information
to selected recipients. Extranets also provide a platform for content-enabled



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e-commerce, allowing businesses to efficiently sell data and content through the
execution of business transactions over the Internet. We believe this feature
will become increasingly important given the projected growth in the number of
customers who can be reached over the Internet. Forrester Research estimates
that revenue generated by Internet commerce will exceed $320 billion by 2002.

    Need for Comprehensive Web-based Data and Content Management Solutions

    Organizations are facing many difficult challenges in utilizing their
intranets and extranets to manage unstructured business data in a Web
environment. Unstructured business data is data stored in graphic, document or
text format as opposed to structured data typically stored in databases or data
warehouses. According to The Delphi Group, over 85% of an organization's
internal information is unstructured business data. This data may be paper-based
or in outdated versions of various software applications and includes all types
of information, such as contracts and personnel records, product catalogs and
marketing materials and design specifications and regulatory documentation. Any
Web-based solution in this area must meet a wide range of needs by converting
data into a standard format and by providing sophisticated security, access and
version control, dynamic updating of data and automatic updating of Web links.
It is critical that the integrity of the data and content on an organization's
intranet or extranet is constantly maintained so that users are always utilizing
the most current information. In addition, any solution must provide scalability
that allows it to effectively manage the business-critical information for
organizations with thousands of documents and thousands of users who are often
at dispersed locations. Most existing solutions require significant human
resources to address this complex range of problems. This increase in
administrative needs has created delays in accessing, managing and publishing
information. Organizations are seeking a fast, efficient and comprehensive means
of utilizing their data and content in a Web environment.

    Two alternative approaches have typically been used by organizations
attempting to address the problem of dynamically accessing, managing and
publishing data and content in a Web environment: in-house solutions and
traditional document management products.

    In-house solutions are custom applications that are developed by an
organization's information systems personnel using software and hardware tools
from a variety of vendors. These solutions require significant resources for
custom development, evaluation, implementation and integration of disparate
technologies and platforms. Consequently, these efforts are often plagued by
long development cycles, difficult deployment, high ongoing maintenance costs
and limited functionality and scalability due to software and hardware
incompatibility issues. Many organizations utilizing in-house solutions do not
have the technical expertise or the resources to fully migrate their existing
legacy data to an intranet or extranet. In-house solutions are commonly
constrained by "Webmaster bottlenecks," in which the person or group responsible
for the updating of data and information may become overwhelmed by the
continuous manual coding and recoding required to make ongoing revisions to the
vast amounts of information managed on the organization's intranet and extranet.
In addition, many corporate intranets and extranets supported by in-house
solutions are unreliable and frequently suffer extended periods of downtime due
to various problems, such as browser incompatibility.

    Traditional document management products were originally developed for
client-server environments to address a different problem from the one
organizations are now seeking to address through a Web-based solution. These
monolithic applications were designed for the management of document creation
and retention in a client-server environment and not for the ease of access,
distribution and version control that is possible in a Web environment. The
client-server architecture of these systems is geared towards a personal
computer, or PC, environment that is not Web-based and requires proprietary
software installation



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on the PC of each individual user. Completion of software updates is often a
lengthy process, as the update must be made on every PC in the system.
Traditional document management systems generally offer features designed to
meet specific document management problems such as document creation and
editing. Many organizations have attempted to modify these client-server
applications to function in a Web environment. This retrofitting is usually
expensive and time consuming and often degrades performance while creating
systems that are difficult to manage because they are operating outside of their
intended environment. These problems are often compounded as an organization
grows and attempts to scale a retrofitted document management product to meet
its increased needs.

    Another drawback to both in-house solutions and traditional document
management products is that they do not fully enable e-commerce of an
organization's data and content. E-commerce has typically focused on sales of
hardgoods such as books and clothing that are purchased over the Web and mailed
separately to the consumer. Organizations are now seeking to sell data and
content, or softgoods, directly on the Web. This can include research, articles,
drawings and designs, technical manuals or product catalogs that are purchased
and delivered over the Web for immediate consumption. Most in-house solutions
and retrofitted traditional document management products do not permit
businesses to take full advantage of these e-commerce opportunities. The
limitations of many of these solutions and products stem from their inability to
give multiple customers simultaneous access to the same content while providing
for flexible payment methods. In contrast, e-commerce applications that have a
completely Web-based architecture are able to more successfully leverage
valuable content by simultaneously publishing it to multiple customers.
Web-based applications also provide numerous payment methods such as payment per
click, time-based payment and self-subscription by customers.

    The accelerated adoption of intranets and extranets as a primary
communication channel is driving organizations to seek new Web-based solutions
that will enable them to capitalize on their intranets and extranets to develop,
maintain and leverage relationships with employees, customers and others.
Web-based data and content management solutions provide a cost-effective and
rapid means of disseminating information to global organizations. An effective
data and content management solution must get the appropriate information to the
right end user, in a usable format and in a cost-effective manner, to assist in
decision-making and improve service response. The inability of organizations to
effectively leverage their existing Internet infrastructure presents a
significant opportunity for a company that can offer a cost-effective and
comprehensive solution that gives organizations the ability to easily access,
manage, publish and maintain business-critical data.

OUR SOLUTION

    Our solution is Intra.doc!, a suite of Web-based software products that
gives organizations a cost-effective and comprehensive means to access, manage,
publish and maintain unstructured business data and content through intranets,
extranets or the Internet. Intra.doc! allows customers to rapidly access, manage
and publish this data in a secure Web environment that leverages their existing
Internet infrastructure. This solution is quickly deployed, easily maintained
and may be configured to fit an organization's specific requirements. The
Web-based architecture of Intra.doc! makes it scalable for geographically
diverse enterprises while its modularity permits significant add-on
functionality, including content-enabled e-commerce opportunities.



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    Our solution has the following key benefits:

    Comprehensive Solution. Intra.doc! provides a comprehensive solution to data
and content management needs. Our Web-based architecture utilizes the customer's
existing Internet infrastructure and provides a full range of data and content
management services without requiring customization. Our modular technology
allows customers to configure Intra.doc! to meet their individual requirements.
This modularity has also allowed us to rapidly develop new features to meet our
customers' evolving needs, such as e-commerce capabilities. Intra.doc! also has
central enterprise-level security that integrates with the customer's existing
security framework in most cases. Intra.doc! enables organizations to centrally
manage data and content on their intranets, extranets or the Internet,
regardless of the number or distance between locations of the servers supporting
those systems. Attachment of meta data and security information, authentication
and replication of data, as well as updating, all have the capacity to occur
automatically without the need to reconfigure documents, thereby dramatically
reducing administration by eliminating a number of data handlers.

    Scalable and Dynamic. Intra.doc! can manage the data and content of
organizations ranging from a small workgroup to an organization with tens of
thousands of users. Our solution is Web-server based, which gives Intra.doc!
significant expansion potential as to the amount and type of data and content it
can manage. As the volume of data and content increases, it is distributed
across multiple Intra.doc! repositories that can be simultaneously accessed by
users. The use of multiple repositories enhances an organization's intranet and
extranet performance by optimizing the workload and system requirements placed
upon individual servers. Performance is also enhanced by Intra.doc!'s dynamic
management functions, including the ability to selectively retrieve, archive and
replicate content on an intranet, extranet or Internet site while performing
mass revisions of meta data. This allows users to quickly complete complex
reorganizations or consolidations of data and content. The Web environment of
Intra.doc! provides enhanced speed and dynamic performance while minimizing
costs and administration.

    Easy to Install and Use. Our Intra.doc! solution has many features that make
it easy to install and use. The Intra.doc! Management System is an out-of-the
box solution that can be quickly deployed, often in a matter of days. The
Intra.doc! Management System and most of our modules are installed on the
customers' servers, not on the individual PCs of the customers' employees. This
effectively eliminates most of the time-consuming installation and maintenance
efforts mandated by the majority of traditional and in-house document management
systems. Many customers have implemented Intra.doc! without any third-party
consulting assistance. In addition, our component level architecture allows
customers to configure the Intra.doc! user interface to create a unique "look
and feel" to their intranet or extranet site. Once installed, Intra.doc!
delivers Web-browser based data and content access, management and publication
to individual users. This allows Intra.doc! to be utilized by all types of users
in organizations across diverse industries. Our automated solution enables users
to perform system administration, minimizing the involvement of information
systems departments.

    Open and Flexible. Intra.doc! is designed to integrate with the existing
infrastructure of an intranet, extranet or the Internet. Our solution
dynamically accesses, manages and publishes most data types, from CAD files and
graphics to audio and video clips to traditional documents. The Web-based
architecture of Intra.doc! gives users the freedom to utilize data and content
much more quickly and creatively than traditional solutions. Intra.doc!'s
modularity also allows for easy configuration. This is all accomplished in a
secure environment that interacts with the organization's existing security
framework.




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STRATEGY

    Our objective is to enhance our position as a leading provider of Web-based
data and content management solutions for organizations ranging from small
workgroups to complex multinational enterprises. Key strategies to achieving
this objective include:

    Expand Product Leadership. We believe that the Intra.doc! suite of products
is the leading Web-based solution for data and content management across
intranets, extranets and the Internet. We believe that both users of data and
content and managers making information systems purchasing decisions prefer our
solution to available alternatives because it is easier to deploy, more
cost-effective, offers faster and more dynamic management of data and content
and contains sophisticated security mechanisms while utilizing an open Web-based
architecture. Intra.doc! can also be used by organizations of nearly any size
due to its scalability and can be adopted to a wide range of data and content
management needs because of its modular design. We will continue to develop both
new features for our existing suite of products and new products to enable our
customers to further leverage their intranets and extranets.

    Aggressively Penetrate Our Market. We plan to aggressively penetrate the
data and content management solutions market through the following avenues:

    -    Expand Direct Sales Channels. We will continue to expand our direct
         sales force and sales support network to increase the rate of customer
         adoption of our products in both the United States and internationally.
         We intend to build world-class direct sales channels by adding
         high-quality direct sales personnel and devoting increased resources to
         telemarketing and pre-sales support services.

    -    Develop Indirect Sales Channels. To increase the distribution and
         visibility of our products, we will continue to develop our indirect
         channels through strategic alliances with resellers, value-added
         resellers, or VARs, original equipment manufacturers, or OEMs, key
         systems integrators and other channel partners in both domestic and
         international markets. We believe that a multi-channel sales effort
         will broaden customer awareness of our products and will allow us to
         more rapidly reach a greater number of customers.

    -    Increase Penetration of Existing Customers. We intend to expand sales
         to existing customers by increasing the add-on feature sets offered to
         existing workgroups, by adding new workgroup applications within
         existing customers and by using multiple workgroup applications within
         an organization as a platform to launch an enterprise-wide solution.
         The cost-effectiveness of Intra.doc! allows us to gain entry into an
         organization at the workgroup level while the scalability of our
         solution and the ease with which it can be deployed allows existing
         customers to quickly and efficiently increase the breadth of their
         Intra.doc! use.

    Continue to Build Brand Awareness. We will continue to promote the
Intra.doc! brand as synonymous with comprehensive, cost-effective, Web-based
solutions for data and content management. In order to accelerate the acceptance
and penetration of our brand, we will engage in an active public relations
program, participate in trade shows and conferences and advertise our products
through traditional and on-line media channels and our Web site. These efforts
will focus on leveraging our reputation with existing customers and product
leadership to drive brand awareness in the data and content management market.

    Continue to Invest in Technology. We believe that the technical features of
Intra.doc!, including its open Web-based architecture, its enterprise-
scalability and the modularity of its feature sets, distinguish



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our products in the market. We believe that our customers purchase our products
based on their performance characteristics. We feel that this reputation for
performance will facilitate the acceptance of enhancements and additional
products into our markets. In order to maintain our technological leadership, we
will continue to invest in research and development. We intend to focus our
research and development efforts on both enhancements to our existing solution
and the development of new products as the demands of our market evolve.

    Expand Services Offerings. We have established successful relationships with
our customers by serving as a consultant in the development of their data and
content management systems. We are expanding our service capabilities in order
to extend our range of services and more completely address areas such as
business strategy, project management and application development. We believe
that providing high-quality services will strengthen our customer relationships
and enhance our product development efforts.

PRODUCTS

    Intra.doc! Management System. Our core application, the Intra.doc!
Management System, provides a cost-effective, powerful and comprehensive
solution for accessing, managing and publishing data and content across
intranets, extranets and the Internet. This system is based upon open Web
standards and utilizes an organization's existing Internet infrastructure.
Intra.doc! is quickly deployed and provides sophisticated security mechanisms
that integrate with most mechanisms already in place within our customers'
organizations. Most types of unstructured data can be accessed, managed and
published by Intra.doc!, from CAD files and engineering schematics to audio and
video clips to graphics and traditional documents. The Intra.doc! Management
System and most of our modules are installed on the customers' servers, not on
the individual PCs of the customers' employees.

    Intra.doc! captures unstructured business data and attaches meta data, which
organizes and stores this data in Intra.doc! repositories for easy
identification, access and Web-publication. This process automatically converts
data and content to Web-based formats, which are then dynamically published to a
secure Web site on an intranet, extranet or the Internet. When users revise or
add data and content to Intra.doc!, our system dynamically updates and manages
the Web site while maintaining the native file. Each piece of data has its own
secure Web address, or URL, so it can be utilized by both an organization's
intranet users and, if desired, shared with customers, suppliers and partners on
an extranet or Internet site.

    Individual users can search for data and content within Intra.doc! using the
leading Web browsers. Users submit sophisticated full-text or multiple-field
searches using stored meta data contained in one or more Intra.doc!
repositories. Once users receive a results list, they can easily navigate
through data from multiple sources using hyperlinks, copy text and graphics,
zoom and enhance the view, find words within text, print the data or download
the data in its native format.

    Intra.doc! provides sophisticated security mechanisms utilizing an
organization's existing security framework. Intra.doc! integrates with
frameworks such as Windows NT domains and Lightweight Directory Access Protocol,
or LDAP, directories by mapping to these security systems. This enables systems
administrators to secure data and content and control access while using an
enterprise-level security standard. Security can be assigned to workgroups,
users, collections of data or individual Web pages. This flexibility allows
Intra.doc! to secure data and content for specific projects or for certain
groups quickly and efficiently. Users maintain a single log on and password to
access data and content no matter how many levels of security are added within
their workgroup or across their enterprise.

    The Web-based architecture of Intra.doc! enables easy installation of our
system. This architecture also



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simplifies administrative functions. Through a Web browser, systems
administrators can create Intra.doc! users and groups, set security options,
create folders and configure publishing parameters. Intra.doc! also allows
systems administrators to format and control data and content on the Web site.
The automatic nature of many Intra.doc! management and publication functions
eliminates manual steps in these processes and minimizes the number of data
handlers. This increases efficiency and accuracy and makes Intra.doc! a dynamic
tool that provides the most current business-critical information.

    INTRA.DOC! PRODUCT MODULES

    The Intra.doc! Management System is available in various product
configurations for both workgroups and enterprises. Organizations may also
select from a variety of additional product modules, as described below.


<TABLE>
<CAPTION>

               --------------------------------------------------------------------------------
                                    Intra.doc! Management System
               --------------------------------------------------------------------------------
                 Access             ODMA             Publish                E-Commerce
               --------------------------------------------------------------------------------
               <S>                <C>                <C>                     <C>
               - Forms            - ODMA             - CD Publisher          - Softgoods
                                  -  Extensions
               - Legacy                              - PDF Publisher
                                  - Archiver/
               - Enterprise       -  Replicator      - AutoCAD
               -  Search                             -  Conversion
                                  - PDF Watermark
               - Batchloading                        - TIFF Conversion

               - Report Parsing
               --------------------------------------------------------------------------------
                          Intra.doc! Developer's Kit
               ----------------------------------------------------------
                          Intra.net hosting service
               ----------------------------------------------------------

</TABLE>




    Intra.doc! Softgoods E-Commerce Solution. Intra.doc! Softgoods E-Commerce
Solution allows organizations to leverage their existing Internet infrastructure
into content-enabled e-commerce opportunities. This solution gives organizations
revenue creation ability by efficiently monitoring, distributing and charging
for data and content offered to customers, suppliers or partners over an
intranet, extranet or the Internet. Our Softgoods module allows organizations to
further evolve their business models by e-commerce enabling all content on an
Intra.doc! system for charge back, sale or self-subscription. The ease with
which Intra.doc! Web-publishes and updates data and content creates a valuable
resource for those who can benefit from an organization's information. Our
Softgoods module allows this resource to be directly translated into revenue for
our customers.


    Intra.doc! Archiver/Replicator. Intra.doc! Archiver/Replicator facilitates
the easy movement of data among Intra.doc! server sites across an enterprise.
The Archiver/Replicator moves both native data and Web-based data while
accessing and organizing this information based on the attached meta data. The



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Replicator allows duplicate data to be made available to other user groups and
to be automatically and easily transferred among intranet, extranet and Internet
servers. This feature allows organizations to move data both within the firewall
and outside the firewall for customer or supplier use and for use with our
Softgoods module. The Replicator can automatically export data and content from
one Web site and import it to another to provide synchronized Web-publishing
between Intra.doc! sites. The Archiver allows users to export a bundle of data
for off-line storage and subsequently import and manage that bundle at any time,
exactly as it was before export. Import mapping allows mass substitution of meta
data so that groups of information can be simultaneously imported and
reorganized or consolidated.

    Intra.doc! Legacy. Intra.doc! Legacy automatically scans and converts an
organization's paper-based legacy data and content into Web-ready files, which
allows access, management and publication of these files in Intra.doc!. Our
Legacy module can both scan in the image and capture product bar codes and other
important meta data to streamline data conversion and organization into one easy
process. Intra.doc! Legacy uses both Adobe Capture and Kofax Ascent Capture
scanning technology to provide users with a single, compact, fully searchable
file that replicates the original data and content.

    Intra.doc! Enterprise Search. Intra.doc! Enterprise Search permits users to
perform sophisticated full-text or multiple field searches across all of an
organization's Intra.doc! repositories. Enterprise-level security allows users
to search for information across the organization while ensuring that they
access only the data and content that they are authorized to view and modify.
Searches using the Enterprise Search module can be accomplished quickly by all
types of personnel because they are managed through the user's Web browser.

    Additional Product Modules. Additional Intra.doc! product modules include
the following:

    -   Intra.doc! Developer's Kit allows our customers to easily configure
          Intra.doc! to create their own "look and feel."

    -   Intra.doc! ODMA Extensions provide users with the ability to manage and
          Web-publish data directly from any ODMA compliant application, such as
          Microsoft Word, WordPerfect and Adobe FrameMaker.

    -   Intra.doc! Forms enables one or multiple users to electronically
          complete and manage forms in a Web environment.

    -   Intra.doc! PDF Watermark allows data to be dynamically watermarked with
          specific comments or instructions.

    -   Intra.doc! AutoCAD Conversion permits native AutoCAD engineering
          drawings to be accessed, managed and published in a Web-based format.

    -   Intra.doc! TIFF Conversion allows tag image file format, or TIFF, files
          to be checked into Intra.doc! and then Web-published as multiple-page
          PDF files.

    -   Intra.doc! Report Parsing captures mainframe reports, organizes them by
          parsing meta data and batch-loads this information into an Intra.doc!
          repository.

    -   Intra.doc! CD Publisher allows organizations to publish data and content
          directly from the Web to CD-ROM for use by individuals without Web
          access.

    -   Intradoc.net Hosting Service provides a complete range of Intra.doc!
          data and content management services administered by our staff through
          a secure Web site.


                                       10
<PAGE>   11


PRICING

    Our pricing is based on the number of servers and contributors rather than
the number of users. Pricing currently ranges from $18,000 to $85,000 per server
for the Intra.doc! Management System, with add-on modules ranging from $2,500 to
$25,000 per server. Applications of Intra.doc! typically encompass multiple
servers. For an additional annual maintenance fee, we provide customers with
maintenance and support packages, including hotline support and product updates,
to help them obtain the maximum benefit of Intra.doc!.

SERVICES

    Our services organization provides solution-focused services that enable our
customers to realize the potential of our products in an open network computing
environment. We act as a business partner to our customers by providing a broad
spectrum of services, including needs assessment, software integration, security
analysis, application development and training. These services are offered for
fees, the amount of which depends on the nature and scope of the project. We are
currently focusing on expanding our consulting services to increase our breadth
of experience and geographic coverage.

TECHNOLOGY

    We believe our advanced technology provides our customers with a
comprehensive solution for rapidly accessing, managing and Web-publishing
business-critical data and content across intranets, extranets and the Internet
in less time, at lower cost and with better results than existing alternatives.

    PRODUCT ARCHITECTURE

    We believe that we have developed a unique and comprehensive architecture
for meeting the technical demands of applications designed for data and content
management through intranets, extranets and the Internet. By emphasizing a
Web-based data and content management architecture that provides profiling, or
meta data, capabilities and is designed for extremely scalable and
high-performance delivery, Intra.doc! provides an efficient architecture for
organizations to build and deploy Web-publishing applications quickly and
cost-effectively. We believe this architecture also provides a strong foundation
on which we can deliver future products.

    Web-based Solution. Our products are designed to seamlessly and efficiently
interface with Web browsers, eliminating the need to install additional client
software. Intra.doc! is a server-based system written in Java, enabling it to
function in both the Windows NT and UNIX environments. On the front end,
Intra.doc! is client-side neutral and utilizes HTML interfaces that are
compatible with the leading Web browsers. Once the browser has been launched,
users can search for data and content utilizing Verity's search engine, navigate
to a Web page and view data and content via a standard browser, a plug-in or
another viewing application. In addition, each piece of data and content is
automatically fully indexed allowing for full-text searching through the Web
browser. Intra.doc! also enables users to check out data and content for editing
and check it back in to dynamically update the Intra.doc! repository and the Web
site. As Web architecture continues to evolve, our architecture strategy is to
continue to develop Intra.doc! as a Web-based solution that integrates
seamlessly with an organization's existing intranet, extranet and Internet
infrastructure.

    Data and Content Storage and Management. Intra.doc! stores data and content,
including text and graphics, in its native format in a repository and enables
access and management control features for this



                                       11
<PAGE>   12

information. Utilizing a server-based architecture, Intra.doc! can access and
manage vast amounts of unstructured data and content across a large number of
intranet, extranet and Internet users in a geographically dispersed environment.
Depending upon the needs of the organization, this storage can take place on a
single server for less intensive workgroup applications or across a large number
of servers for enterprise-wide solutions, affording efficient scalability. As a
data and content manager, Intra.doc! enables standard library services such as
check-in, check-out, version control and data history. Intra.doc! enables users
to rapidly and securely access data and content while providing management
functions.

    Document conversion for Web-publishing. Once a document or graphic has been
created or edited, Intra.doc! dynamically attaches meta data and automatically
converts the document to a Web-based format. This capability allows users to
build Web pages quickly and efficiently and provides search capabilities to
allow dynamic utilization of Web content.

    Intra.doc! is a multi-tiered, server-based system that is written in Java.
The server layer contains all system processing logic and handles functions such
as document conversion and connection to the relational database. This
relational database is used to store all document profile information in the
Intra.doc! repository. Published content is stored directly on the Web server
and all file transfers are via hypertext transfer protocol, or HTTP. File access
does not have to be processed with a common gateway interface, or CGI, script,
thereby reducing retrieval time. A security plug-in is used on the server to
reduce security complexity and speed processing.

    The ability to use standard HTTP provides a number of significant advantages
such as the transfer of data and content through firewalls while using standard
compression, encryption and certificate servers. HTTP allows organizations to
keep their firewall configurations simple and secure.  The following diagram
details Intra.doc!'s system architecture.

<TABLE>
<CAPTION>


                              -----------------------------------------------------------------
                  Database                Database
                    and               Microsoft Access           Operating System
                 Operating          Microsoft SQL Server        Windows NT or Unix
                  Systems                 or Oracle
                              -----------------------------------------------------------------
                              -----------------------------------------------------------------
<S>                               <C>          <C>                                  <C>
                                                         Intra.doc! Server
                                  Intra.doc!   ------------------------------------  Intra.doc!
                 Intra.doc!                               Document Refinery
                 Processes                     ------------------------------------
                                  Library &                Index Refinery
                                   Add-on      ------------------------------------
                                   Modules               Web Layout Editor            Website
                              -----------------------------------------------------------------
                              -----------------------------------------------------------------

               Java Server                              Java Virtual Machine

                              -----------------------------------------------------------------
                              -----------------------------------------------------------------

                    Bus                                       HTTP

                              -----------------------------------------------------------------
                              -----------------------------------------------------------------

                  Clients                           ODMA, Legacy, Admin Applets

                              -----------------------------------------------------------------
                              -----------------------------------------------------------------

                   Users                                    Browsers

                              -----------------------------------------------------------------
</TABLE>


                                       12
<PAGE>   13

    The architecture of Intra.doc! embodies the following concepts that make it
an enterprise-scalable system that is easily deployable and can be utilized by a
wide range of customers:

    -   Ease of use and administration. Our Intra.doc! products feature quick
          installation, often in a matter of days, ease-of-use for individual
          users and simple maintenance procedures for administrators.

    -   Ease of integration. From inception, our products have been built on
          open Web standards enabling seamless integration into existing
          corporate environments. Our component architecture allows customers
          the ability to integrate immediately with other system components. For
          example, our compatibility with Windows NT domains and LDAP security
          frameworks allows our customers to efficiently integrate NT or LDAP
          central security with Intra.doc! to control and secure access to the
          data and content in the Intra.doc! repository without duplicating
          their efforts.

    -   Scalability. Our customers' business-critical data and content needs
          continue to expand and evolve. Our understanding of the scaling of a
          customer's future data and content management needs as volume and
          bandwidth increase across an enterprise ensures that our customers'
          information investments are protected and that they can continue to
          grow with Intra.doc!

    -   Flexibility. With our open Web standards, multi-platform Java-based
          solution, we offer customers the flexibility to solve information
          management problems and address future needs utilizing their existing
          Internet infrastructure.

    We believe Intra.doc! is a comprehensive solution for organizations that
require Web-based data and content management solutions across intranets,
extranets and the Internet. We believe that by fostering the creation and
adoption of an open Web-based standard for data and content management utilizing
intranets and extranets, we will be able to maintain and extend our technology
leadership.

    RESEARCH AND DEVELOPMENT

    We have made substantial investments in research and development through
both internal development and technology acquisitions. We expect to develop most
of our technology enhancements internally while continuing to evaluate
externally developed technologies for integration into our Intra.doc! product
line.

    The majority of our research and development activity has been directed
towards developing feature extensions to our Intra.doc! suite of products. Our
goal is to add features that allow our customers to leverage their data and
content to expand their services and create content-based revenue opportunities.
To this end, we intend to enhance the custom content delivery capabilities of
Intra.doc! and allow data and content to be built dynamically from multiple
sources. In addition, we will focus on expanding the range of data sets
Intra.doc! is capable of managing.

    In order to continue to provide product leadership in the data and content
management market, we intend to make major product releases each year.
Intra.doc! Version 4.0 is scheduled for release in the second half of 1999. The
success of new introductions is dependent on several factors, including timely
completion and market introduction, differentiation of new products and
enhancements from those of our competitors and market acceptance of new products
and enhancements.

    Our research and development expenditures for fiscal 1997, 1998 and 1999
were approximately $1.1 million, $1.2 million and $1.3 million, respectively. We
expect that we will continue to commit significant resources to research and
development in the future. All research and development costs have been expensed
as incurred.


                                       13
<PAGE>   14

    The market for our products is characterized by rapid technological change,
frequent new product introductions and enhancements, evolving industry standards
and rapidly changing customer requirements. The introduction of products
incorporating new technologies and the emergence of new industry standards could
render existing products obsolete and unmarketable. Our future success will
depend in part on our ability to anticipate changes, enhance our current
products, develop and introduce new products that keep pace with technological
advancements and address the increasingly sophisticated needs of our customers.
We may not be successful in developing and marketing new products and
enhancements that respond to competitive and technological developments and
changing customer needs.

SALES AND MARKETING

    We market and sell our products using a combination of direct and indirect
distribution channels. Our primary distribution channel is our direct sales
force, which targets mid- and large-size organizations. Our sales approach
typically includes a technical systems evaluation performed by our pre-sales
personnel, followed by demonstrations of our products' capabilities and direct
negotiations with our sales staff. In addition, we have an internal
telemarketing operation that is responsible for customer prospecting, lead
generation and follow-up. These activities identify and develop leads for
further sales efforts by our direct sales force. As of March 31, 1999, we had 22
direct sales and sales support personnel in the United States while our
international direct sales and sales support organization consisted of six
persons. Our goal is to increase both the number and geographic scope of our
direct sales force.

    We also use indirect sales channels to increase the distribution and
visibility of our products through strategic alliances with resellers, VARs,
OEMs, key systems integrators and other channel partners in both domestic and
international markets. None of our distribution partners have exclusive
distribution rights.

    We use a variety of marketing programs to build market awareness of our
brand name and our products, as well as to attract potential customers to our
products. A broad mix of programs is used to accomplish these goals, including
market research, product and strategy updates with industry analysts, public
relations activities, direct mail and relationship marketing programs, seminars,
trade shows, speaking engagements, Web site marketing and joint marketing
programs. Our marketing organization produces marketing materials in support of
sales to prospective customers that include brochures, data sheets, white
papers, presentations and demonstrations. Our joint marketing and distribution
partners include Adobe Systems, Inc., Microsoft Corporation, Sun Microsystems,
Inc. and Verity, Inc. In addition, our Intra.doc! suite of products incorporates
Adobe and Verity technology. Verity also sells our products using its own direct
sales force pursuant to a non-exclusive reseller agreement.

COMPETITION

    The market for Web-based data and content management solutions is intensely
competitive, subject to rapid technological change and significantly affected by
new product introduction and other market activities of industry participants.
We expect competition to persist and intensify in the future. We have two
primary sources of competition: in-house solutions created by potential
customers and traditional document management products. In-house solutions are
developed by potential customers' internal information systems departments using
software and hardware tools from a variety of vendors. Traditional document
management products include those offered by companies such as PC DOCS Group
International Inc., which has entered into an agreement to be acquired by
Hummingbird Communications Ltd., Documentum, Inc. and Open Text Corporation. In
addition, companies participating in the market for Internet site management may
provide future competition to us if they move into broad-based data and


                                       14
<PAGE>   15


content management.

    Many of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do and thus
may be able to respond more quickly to new or changing opportunities,
technologies and customer requirements. Also, many current and potential
competitors have greater name recognition and access to larger customer bases
than we have. Such competitors may be able to undertake more extensive
promotional activities and offer more attractive terms to purchasers than we
can. In addition, current and potential competitors have established or may
establish cooperative relationships among themselves or with third parties to
enhance their products. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire significant market
share.

    Competition in our market could materially and adversely affect our ability
to obtain revenues from software license fees from new or existing customers on
terms favorable to us. Further, competitive pressures may require us to reduce
the price of our software. In either case, there can be no assurance that we
will be able to compete successfully with existing or new competitors or that
competition will not have a material adverse effect on our business, operating
results and financial condition.

PROPRIETARY RIGHTS

    We rely on a combination of copyright, trade secret, trademark,
confidentiality procedures and contractual provisions to protect our proprietary
rights. Our software, documentation and other written materials are provided
limited protection by United States and international copyright laws. We license
our products in object code format for limited use by customers. We treat the
source code for our products as a trade secret and we require all employees and
third-parties who need access to the source code to sign non-disclosure
agreements. We have registered the trademarks IntraNet Solutions and Intra.doc!
in the United States and Canada.

    Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult, and while we are unable to determine the extent to which piracy of
our software exists, software piracy can be expected to be a persistent problem.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. However, the laws of many countries do not protect our proprietary
rights to as great an extent as do the laws of the United States. Any litigation
could result in substantial costs and diversion of resources and could have a
material adverse effect on our business, operating results and financial
condition. Our efforts to protect our proprietary rights may not be adequate or
our competitors may independently develop similar technology. Any failure by us
to meaningfully protect our property could have a material adverse effect on our
business, operating results and financial condition.

    We have not been notified that our products infringe the proprietary rights
of third parties. However, there can be no assurance that third parties will not
claim infringement with respect to our current or future products. We expect
that developers of Web-based data and content management products will
increasingly be subject to infringement claims as the number of products and
competitors in our market grows and as the functionality of products in
different segments of the software industry increasingly overlaps. Any claims,
with or without merit, could be time consuming to defend, result in costly
litigation, divert management's attention and resources, cause product shipment
delays or require us to enter into royalty or licensing agreements. Royalty or
licensing agreements, if required, may not be available on terms



                                       15
<PAGE>   16


acceptable to us or at all. A successful claim of product infringement against
us and our failure or inability to license the infringed technology or develop
or license technology with comparable functionality could have a material
adverse effect on our business, operating results and financial condition.

EMPLOYEES

    As of March 31, 1999, we had 67 employees. Our future success will depend in
part on our ability to attract, retain, integrate and motivate highly qualified
sales, technical and management personnel, for whom competition is intense. From
time to time we also employ independent contractors to support our services,
product development, sales and marketing departments. Our employees are not
represented by any collective bargaining unit, and we have never experienced a
work stoppage. We believe our relations with our employees are good.

RISK FACTORS

    Certain statements made in this Annual Report on Form 10-K are
forward-looking statements based on our current expectations, assumptions,
estimates and projections about our business and our industry. These
forward-looking statements involve risks and uncertainties. Our business,
financial condition and results of operations could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
as more fully described below and elsewhere in this Form 10-K. You should
consider carefully the risks and uncertainties described below, which are not
the only ones facing our Company. Additional risks and uncertainties also may
impair our business operations. We undertake no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

We have a limited operating history on which to evaluate our prospects.

    We recorded our first sale of Intra.doc! to customers in fiscal 1997.
Accordingly, we have only a limited operating history in our current product
line on which you can base your evaluation of our business and prospects. In
addition, our prospects must be considered in light of the risks and
uncertainties encountered by companies in an early stage of development in new
and rapidly evolving markets. Many of these risks are discussed under the
subheadings below.

Fluctuations in our operating results may make it difficult to predict our
future performance.

    Our revenues and operating results are difficult to predict and may
fluctuate significantly from quarter to quarter. If our quarterly revenues or
operating results fall below the expectations of investors or securities
analysts, the price of our common stock could fall substantially. A large part
of our sales typically occur in the last month of a quarter. If these sales were
delayed from one quarter to the next for any reason, our operating results could
fluctuate dramatically. In addition, certain of our products have long sales
cycles, making the timing of sales difficult to predict. Furthermore, our
infrastructure costs are generally fixed. As a result, modest fluctuations in
revenues between quarters may cause large fluctuations in operating results.
These factors all tend to make the timing of revenues unpredictable and may lead
to high period-to-period fluctuations in operating results.

    Our quarterly revenues and operating results may fluctuate for several
additional reasons, many of which are outside of our control, including the
following:

    -    demand for our products and services;


                                       16
<PAGE>   17

    -    the timing of new product introductions and sales of our products and
         services;

    -    unexpected delays in introducing new products and services;

    -    increased expenses, whether related to sales and marketing, research
         and development or administration;

    -    changes in the rapidly evolving market for data and content management
         solutions;

         -    the mix of revenues from product licenses and services, as well as
              the mix of products licensed;

         -    the mix of services provided and whether services are provided by
              our staff or third-party contractors;

         -    the mix of domestic and international sales;

         -    costs related to possible acquisitions of technology or
              businesses;

         -    general economic conditions; and

         -    public announcements by our competitors.

We may not be profitable in the future.

    Since fiscal 1995, we have not experienced consecutive profitable quarters
and have not been profitable on an annual basis. Our revenues may not grow in
future periods, may not grow at past rates and we may not sustain our recent
quarterly profitability. If we do not sustain our recent quarterly
profitability, the market price of our stock may fall. Our ability to sustain
our recent profitable operations depends upon many factors beyond our direct
control. These factors include, but are not limited to:

    -    the demand for our products;

    -    our ability to quickly introduce new products;

    -    the level of product and price competition;

    -    our ability to control costs; and

    -    general economic conditions.

The intense competition in our industry may reduce our future sales and profits.

    The market for our products is highly competitive and is likely to become
more competitive. We may not be able to compete successfully in our chosen
marketplace, which may have a material adverse effect on our business, operating
results and financial condition. Additional competition may cause pricing
pressure, reduced sales and margins, or prevent our products from gaining and
sustaining market acceptance. Many of our current and potential competitors have
greater name recognition, access to larger customer bases, and substantially
more resources than we have. Competitors with greater resources than



                                       17
<PAGE>   18

ours may be able to respond more quickly than we can to new opportunities,
changing technology, product standards or customer requirements.

We may have difficulty managing our growth.

    Any failure to properly manage our growth may have a material adverse effect
on our business, operating results and financial condition. The rapid growth
that we have experienced places significant challenges on our management,
administrative and operational resources. To properly manage this growth, we
must, among other things, implement and improve additional and existing
administrative, financial and operational systems, procedures and controls on a
timely basis. We will also need to expand our finance, administrative and
operations staff. We may not be able to complete the improvements to our
systems, procedures and controls necessary to support our future operations in a
timely manner. Management may not be able to hire, train, integrate, retain,
motivate and manage required personnel and may not be able to successfully
identify, manage and exploit existing and potential market opportunities. In
connection with our expansion, we plan to increase our operating expenses to
expand our sales and marketing operations, develop new distribution channels,
fund greater levels of research and development, broaden services and support
and improve operational and financial systems. Our failure to generate
additional revenue commensurate with an increase in operating expenses during
any fiscal period could have a material adverse effect on our financial results
for that period.

We depend on the integration and continued service of our key personnel.

    We are a small company and depend greatly on the knowledge and experience of
our senior management team, many of whom have only recently joined us, and other
key personnel. If we fail to quickly integrate our team or lose any of these key
personnel our business, operating results and financial condition could be
materially adversely affected. We must hire additional employees to meet our
business plan and alleviate the negative effect that the loss of a senior
manager could have on us. Our success will depend in part on our ability to
attract and retain additional personnel with the highly specialized expertise
necessary to engineer, design and support our products and services. Like other
software companies, we face intense competition for qualified personnel. We may
not be able to attract or retain such personnel.

Our success depends on our ability to expand our sales force and distribution
channels.

    To increase our market share and revenues, we must increase the size of our
sales force and the number of our distribution channel partners. Our failure to
do so may have a material adverse effect on our business, operating results and
financial condition. There is intense competition for sales personnel in our
business, and we cannot be sure that we will be successful in attracting,
integrating, motivating and retaining new sales personnel. Our existing or
future distribution channel partners, primarily resellers, may choose to devote
greater resources to marketing and supporting the products of other companies.
In addition, we will need to resolve potential conflicts among our sales force
and distribution channel partners.

We have relied and expect to continue to rely on sales of our Intra.doc! product
line for our revenues.

    We currently derive all of our revenues from product licenses and services
associated with our Intra.doc! software products. If we do not continue to
increase revenues related to our existing products or generate revenues from new
products and services, our business, operating results and financial condition
may be materially adversely affected. We will continue to depend on revenues
related to new and enhanced versions of our Intra.doc! product line for the
foreseeable future. Our success will largely depend on our ability to increase
sales from existing Intra.doc! products and generate sales from product
enhancements




                                       18
<PAGE>   19



and new products. We cannot be certain that we will be successful in upgrading
and marketing our existing products or that we will be successful in developing
and marketing new products and services. The market for our products is highly
competitive and subject to rapid technological change. Technological advances
could make our Intra.doc! products less attractive to customers and adversely
affect our business. In addition, complex software product development involves
certain inherent risks, including risks that errors may be found in a product
enhancement or new product after its release, even after extensive testing, and
the risk that discovered errors may not be corrected in a timely manner.


We may require additional financing.

     If we cannot raise funds as needed on acceptable terms, we may be unable to
develop or enhance our products, take advantage of future opportunities or
respond to competitive pressures or anticipated requirements, all of which may
have a material adverse effect on our business, operating results and financial
condition. We expect the net proceeds of approximately $23.5 million from our
recent offering of common stock to meet our capital requirements for at least
the next 12 months. After that time, we may need to raise additional funds. We
cannot be certain that we will be able to do so on favorable terms, if at all.
Further, if we issue equity securities, our shareholders may experience
additional dilution.

The Year 2000 may adversely affect our products and internal systems.

    We are subject to potential Year 2000 problems affecting our products, our
internal systems and the systems of our suppliers, any of which may have a
material adverse effect on our business, operating results and financial
condition.

    Our products may be adversely affected by the Year 2000 as a result of
undetected errors or defects. Known or unknown errors or defects in our products
related to the Year 2000 could result in delay or loss of revenue, diversion of
development resources, damage to our reputation, or increased service and
warranty costs, any of which may materially adversely affect our business,
operating results, or financial condition.

    If our suppliers, vendors, major distributors or partners fail to correct
their Year 2000 problems, such failure could result in an interruption in, or
failure of, our normal business activities or operations. In addition, our
internal systems include both information technology, or IT, and non-IT systems.
We may experience material unanticipated problems and costs caused by undetected
errors or defects in the technology used in our internal IT and non-IT systems.

    We have not yet completed the development of a contingency plan to address
situations that may result if we are unable to achieve Year 2000 compliance of
our critical operations. The cost of developing and implementing such a plan may
itself be material.

The Year 2000 may adversely affect purchases of our products.

    Our current or future customers may incur significant expense to achieve
Year 2000 compliance. If our customers are not Year 2000 compliant they may
expend material costs to remedy problems or they may face litigation expense. In
either case, Year 2000 issues could reduce or eliminate customers' budgets for
purchases of our products. Even those customers who currently believe they are
Year 2000 compliant may defer purchases of our products until after January 1,
2000 in order to reassess their own compliance or to assess the compliance of
our products. Delays in purchases of our products as a result of the Year 2000



                                       19
<PAGE>   20

could have a material adverse effect on our business, operating results and
financial condition.

Our success depends on our ability to protect our propriety technology.

    If we are unable to protect our intellectual property, or incur significant
expense in doing so, our business, operating results and financial condition may
be materially adversely affected. Any steps we take to protect our intellectual
property may be inadequate, time consuming and expensive. We currently have no
patents or pending patent applications. Without significant patent or copyright
protection, we may be vulnerable to competitors who develop functionally
equivalent products. We may also be subject to claims that our current products
infringe on the intellectual property rights of others. Any such claim may have
a material adverse effect on our business, operating results and financial
condition.

    We anticipate that software product developers will be increasingly subject
to infringement claims due to growth in the number of products and competitors
in our industry, and the overlap in functionality of products in different
industries. Any infringement claim, regardless of its merit, could be
time-consuming, expensive to defend, or require us to enter into royalty or
licensing agreements. Such royalty or licensing agreements may not be available
on commercially favorable terms, or at all. We are not currently involved in any
intellectual property litigation.

    We rely on trade secret protection, confidentiality procedures and
contractual provisions to protect our proprietary information. Despite our
attempts to protect our confidential and proprietary information, others may
gain access to this information. Alternatively, other companies may
independently develop substantially equivalent information. IntraNet Solutions
has been issued trademarks for the Intra.doc! mark and the IntraNet Solutions
mark and has applied for trademark registration for the following marks:
Document Refinery, Web Refinery and Web Vault.

    We are not certain whether any trademarks that have been applied for will be
issued. In the absence of trademark protection, we may be unable to take
advantage of the brand name recognition we are attempting to build. In addition,
even if all trademarks applied for are issued, we cannot be sure that such
trademarks will prove valuable to us.

We could be subject to product liability claims if our customers' data is
damaged through the use of our products.

    If software errors or design defects in our products cause damage to
customers' data and our agreements do not protect us from related product
liability claims, our business, operating results and financial condition may be
materially adversely affected. Our software products are complex and
sophisticated and may contain design defects or software errors that are
difficult to detect and correct. Errors, bugs or viruses may result in the loss
of market acceptance or the loss of customer data. Our agreements with customers
that attempt to limit our exposure to product liability claims may not be
enforceable in certain jurisdictions where we operate.

Significant fluctuation in the market price of our common stock could result in
securities litigation against us.

    In the past, securities class action litigation has been brought against
publicly held companies following periods of volatility in the price of their
securities. If we were subject to such litigation due to volatility in our stock
price, we may incur substantial costs. Such litigation could divert the
attention of our senior management away from our business, which could have a
material adverse effect on our business,


                                       20
<PAGE>   21


operating results and financial condition.

    The market price of our common stock has fluctuated significantly in the
past and may do so in the future. The market price of our common stock may be
affected by each of the following factors, many of which are outside of our
control:

    -    variations in quarterly operating results;

    -    changes in estimates by securities analysts; o changes in market
         valuations of companies in our industry;
         -    announcements by us of significant events, such as major sales,
              acquisitions of businesses or losses of major customers;

         -    additions or departures of key personnel; and

         -    sales of our equity securities.

Our performance will depend on the growth and acceptance of the Internet.

    Our products are designed to be used with the Internet and private intranets
and extranets. If the use of these methods of electronic communication does not
grow, our business, operating results and financial condition may be materially
adversely affected. Continued growth in the use of the Internet will require
ongoing and widespread interest in its capabilities for communication and
commerce. Its growth will also require maintenance and expansion of the
infrastructure supporting its use and the development of performance
improvements, such as high speed modems. The Internet infrastructure may not be
able to support the demands placed on it by continued growth. The ongoing
development of corporate intranets depends on continuation of the trend toward
network-based computing and on the willingness of businesses to reengineer the
processes used to create, store, manage and distribute their data. All of these
factors are outside of our control.

Our existing shareholders will exercise significant control over IntraNet
Solutions.

    Robert F. Olson, our President and Chief Executive Officer, holds
approximately 24% of our outstanding common stock. Accordingly, Mr. Olson will
be able to exercise significant control over the affairs of IntraNet Solutions.
Additionally, our directors and executive officers beneficially own
approximately 27% of our common stock. These persons effectively control
IntraNet Solutions and will be able to direct its affairs, including approval of
the acquisition or disposition of assets, future issuances of common stock or
other securities and the authorization of dividends on our common stock. Our
directors and executive officers could use their stock ownership to delay, defer
or prevent a change in control of IntraNet Solutions, depriving shareholders of
the opportunity to sell their stock at a price in excess of the prevailing
market price.

We can issue shares of preferred stock without shareholder approval, which could
adversely affect the rights of common shareholders.

    Our Articles of Incorporation permit us to establish the rights, privileges,
preferences and restrictions, including voting rights, of unissued shares of our
capital stock and to issue such shares without approval from our shareholders.
The rights of holders of our common stock may suffer as a result of the rights
granted to holders of preferred stock that may be issued in the future. In
addition, we could issue preferred


                                       21
<PAGE>   22
stock to prevent a change in control of IntraNet Solutions, depriving
shareholders of an opportunity to sell their stock at a price in excess of the
prevailing market price.

    Certain provisions of Minnesota law may make a takeover of IntraNet
Solutions difficult, depriving shareholders of opportunities to sell shares at
above-market prices.

    Certain provisions of Minnesota law may have the effect of discouraging
attempts to acquire IntraNet Solutions without the approval of our Board of
Directors. Consequently, our shareholders may lose opportunities to sell their
stock for a price in excess of the prevailing market price.


ITEM 2.   PROPERTIES

     IntraNet Solutions is headquartered in Minneapolis, Minnesota, where we
lease approximately 15,000 square feet pursuant to a seven-year lease expiring
in 2005. Management believes that the Company's facilities are suitable and
adequate for current office, research, and storage requirements.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not a party to any material legal proceeding.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended March 31, 1999.



                                       22
<PAGE>   23


                                     PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Incorporated herein by reference is the information appearing under the
heading "Market For Registrant's Common Equity and Related Stockholder Matters"
in the Company's Annual Report to Shareholders for the year ended March 31, 1999
(the "1999 Annual Report").

ITEM 6.   SELECTED FINANCIAL DATA

     Incorporated herein by reference is the information appearing under the
heading "Selected Consolidated Financial Data" in the 1999 Annual Report.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

    Incorporated herein by reference is the information appearing under the
heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in the 1999 Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Incorporated herein by reference is the information appearing under the
 heading "Quantitative and Qualitative Disclosures About Market Risk" in the
 1999 Annual Report.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Incorporated herein by reference is the information appearing under the
headings "Consolidated Balance Sheets", "Consolidated Statements of Operations",
"Consolidated Statement of Shareholders' Equity (Deficit), "Consolidated
Statements of Cash Flows", "Notes to Consolidated Financial Statement", "Report
of Independent Certified Public Accountants", and "Report of Independent
Accountants" in the 1999 Annual Report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.

                                       23

<PAGE>   24


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated herein by reference is the information appearing under the
headings "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's definitive Proxy Statement for the annual
meeting of Shareholders to be held on September 22, 1999 (the "Proxy
Statement").

The Executive Officers of the Company are:

NAME                               AGE      POSITION
Robert F. Olson                    43       President, Chief Executive
                                            Officer and Chairman of the Board of
                                            Directors
Gregg A. Waldon                    38       Chief Financial Officer, Secretary,
                                            Treasurer and Director


     Robert F. Olson founded our business and has served as President, Chief
Executive Officer and Chairman of the Board of IntraNet Solutions and its
predecessor company since 1990. From 1987 to 1990, he served as the General
Manager of the Greatway Communications Division of Anderberg-Lund Printing
Company, an electronic publishing sales and service organization. Prior to that
time, Mr. Olson held management and marketing positions in several electronic
publishing service organizations.

     Gregg A. Waldon has served as our Chief Financial Officer, Treasurer and
Secretary, and as a director, since April 1999. From 1992 to April 1999, he held
various financial management positions with GalaGen Inc., a publicly traded
biopharmaceutical company, where he served as Chief Financial Officer since
November 1994. Prior to that time, Mr. Waldon was employed by
PricewaterhouseCoopers LLP.


     Officers of the Company are chosen by and serve at the discretion of the
Board of Directors. There are no family relationships among any of the
directors or executive officers of the Company.

ITEM 11.  EXECUTIVE COMPENSATION

     Incorporated herein by reference is the information appearing under the
headings "Report of the Compensation Committee", "Executive Compensation" and
"Comparative Stock Performance" in the Company's Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated herein by reference is the information appearing under the
heading "Security Ownership of Principal Shareholders and Management" in the
Company's Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated herein by reference is the information appearing under the
heading "Certain Relationships and Related Transactions" in the Company's Proxy
Statement.


                                       24
<PAGE>   25


                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Documents filed as part of this report:

     1.   Financial Statements:

          The consolidated financial statements of the Company are incorporated
          herein by reference from the information appearing under the headings
          "Consolidated Balance Sheets", "Consolidated Statements of
          Operations", "Consolidated Statement of Shareholders' Equity
          (Deficit)", "Consolidated Statements of Cash Flows", "Notes to
          Consolidated Financial Statements", "Report of Independent Certified
          Public Accountants" and "Report of Independent Accountants" in the
          1999 Annual Report.

     The following consolidated financial statement schedules of the Company are
included in Item 14(d):

          Schedule II Valuation and Qualifying Accounts

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed for the quarter ended March 31, 1999.

(c)  Exhibits:

          The following exhibits are filed as part of this Annual Report on Form
          10-K for the year ended March 31, 1999.

     NUMBER              DESCRIPTION

       3.1         Amended and Restated Articles of Incorporation (incorporated
                   by reference to Exhibit 3.1 of the Registrant's registration
                   statement on Form SB-2, File No. 333-13175).

       3.2         Bylaws  (incorporated  by reference to Exhibit 3.2 of the
                   Registrant's  registration statement on Form SB-2, File
                   No. 333-14175).

       3.3         Articles of Amendment to Articles of Incorporation, as dated
                   June 20, 1997 (incorporated by reference to Exhibit 3.3 of
                   the Registrant's Form 10-KSB for the fiscal year ended
                   March 31, 1997).

       4.1         Certificate of Designation of Series B Preferred Stock
                   (incorporated by reference of Exhibit 4.1 of the Registrant's
                   registration statement on Form S-3, File No. 333-57181).

       4.2         Securities Purchase Agreement, dated May 6, 1998, by and
                   among the Registrant, Stark International and Shepherd
                   Investments International, Ltd. (incorporated by reference
                   to Exhibit 4.2 of the Registrant's registration statement
                   on Form S-3, File No. 333-57181).

                                       25
<PAGE>   26

       4.3         Registration Rights Agreement, dated May 6, 1998, by and
                   among the Registrant, Stark International and Shepherd
                   Investments International, Ltd. (incorporated by reference to
                   Exhibit 4.3 of the Registrant's registrations statement on
                   Form S-3, No. 333-57181.

       4.4         Certificate of Designation of Series A convertible
                   preferred stock (incorporated by reference to Exhibit 3
                   (i) (A) of the Registrant's Form 10QSB for the three
                   months ended June 30, 1997).

       4.5         Form of Stock Purchase Warrant issued to purchases of units
                   containing the Registrant's Series A convertible preferred
                   stock and Stock Purchase Warrants (incorporated by
                   reference to Exhibit 4.1 of the Registrant's Form 10-QSB
                   for the three months ended June 30, 1997).

       4.6         Form of Registration Rights Agreement entered into by and
                   between the Registrant and purchasers of units containing
                   the Registrant's Series A convertible preferred stock and
                   Stock Purchase Warrants (incorporated by reference to
                   Exhibit 10.1 Registrant's Form 10-QSB for the three months
                   ended June 30, 1997).

      10.1         Lease Agreement dated, April 24, 1996, by and between CSM
                   Investors, Inc. and Registrant (incorporated by reference to
                   Exhibit 10.1 of the Registrant's registration statement on
                   Form SB-2, File No. 333-14175).

      10.2         Credit and Security Agreement, dated March 14, 1995, by and
                   between Diversified Business Credit, Inc. and the Registrant
                   (incorporated by reference to Exhibit 10.2 of the
                   Registrant's registration statement on Form SB-2, file No.
                   333-14175).

      10.3         Term Loan supplement to Credit Agreement, dated March 14,
                   1995, by and between the Registrant and Diversified Business
                   Credit, Inc. (incorporated by reference to Exhibit 10.3 of
                   the Registrant's registration statement on Form SB-2, File
                   No. 333-14175).

      10.4         IntraNet Solutions, Inc. 1994-1997 Stock Option and
                   Compensation Plan (incorporated by reference to Exhibit
                   10.4 of the Registrant's registration statement on Form
                   SB-2, File No. 333-14175).

      10.5         Employment Agreement, dated July 30, 1996, by and between
                   the Registrant and Robert F. Olson (incorporated by
                   reference to Exhibit 10.5 of the Registrant's registration
                   statement on Form SB-2, File No. 333-14175).

      10.6         Employment Agreement, dated July 30, 1996, by and between
                   the Registrant and Jeffrey J. Sjobeck (incorporated by
                   reference to Exhibit 10.6 to the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.7         Promissory Note, dated December 23, 1996, made by the
                   Registrant in favor of Circle F. Ventures, LLC (incorporated
                   by reference to Exhibit 10.7 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).


                                       26

<PAGE>   27


      10.8         Amendment, dated March 4, 1997, to the Promissory Note made
                   by the Registrant in favor of Circle F Ventures, LLC dated
                   December 23, 1996 (incorporated by reference to Exhibit 10.8
                   of the Registrant's Form 10KSB for the fiscal year ended
                   March 31, 1997).

      10.9         Lease Agreement dated April 22, 1998, by and between Lake
                   Corporate Center LLC and the Registrant (incorporated by
                   reference to Exhibit 10.9 of the Registrant's registration
                   statement on Form 10-KSB for the fiscal year ended March 31,
                   1998).

      10.10        Stock Purchase Warrant Agreement, dated December 23, 1996,
                   by and between the Company and Circle F. Ventures, LLC
                   (incorporated by reference to Exhibit 10.10 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.11        Security Agreement, dated December 23, 1996, by and between
                   the Registrant and Circle F. Ventures, LLC (incorporated by
                   reference to Exhibit 10.11 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.12        Subordination Agreement, dated December 23, 1996, by and
                   between the Registrant Diversified Business Credit, Inc. and
                   Circle F. Ventures, LLC (incorporated by reference to
                   Exhibit 10.12 of the Registrant's Form 10-KSB for the fiscal
                   year ended March 31, 1997).

      10.13        Promissory Note, dated March 18, 1997, made by the
                   Registrant in favor of Circle F Ventures, LLC (incorporated
                   by reference to Exhibit 10.13 of the Registrant's Form
                   10-KSB for the fiscal year ended March 31, 1997).

      10.14        Sublease Agreement, dated April 22, 1998, by and between
                   CSM Investors, Inc., Digital River, Inc. and the Registrant
                   (incorporated by reference to Exhibit 10.14 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.15        Stock Purchase Warrant Agreement, dated March 18, 1997, by
                   and between the Registrant and Circle F Ventures, LLC
                   (incorporated by reference to Exhibit 10.15 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.16        Schedule identifying certain material details of documents
                   substantially identical to those set forth in Exhibits
                   10.17, 10.18, 10.19 and 10.20 (incorporated by reference to
                   Exhibit 10.16 of the Registrant's Form 10-KSB for the fiscal
                   year ended March 31, 1997).

      10.17        Promissory Note, dated December 20, 1996, made by the
                   Registrant in favor of Rita M. Olson (incorporated to
                   Exhibit 10.17 of the Registrant's Form 10KSB for the fiscal
                   year ended March 31, 1997).

      10.18        Amendment, dated March 4, 1997, to the Promissory Note made
                   by the Registrant in favor of Rita M. Olson dated
                   December 20, 1996 (incorporated by reference to Exhibit
                   10.18 of the Registrant's Form 10KSB for the fiscal year
                   ended March 31, 1997).


                                       27
<PAGE>   28


      10.19        Amendment, dated June 5, 1997, by and between the
                   Registrant and Rita M. Olson dated December 20, 1996
                   (incorporated by reference to Exhibit 10.19 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.20        Stock Purchase Warrant Agreement, dated December 20, 1996,
                   by and between the Registrant and Rita M. Olson
                   (incorporated by reference to Exhibit 10.20 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.21        Note Conversion and Subscription Agreement, dated June 6,
                   1997, by and between the Registrant and Rita M. Olson
                   (incorporated by reference to Exhibit 10.21 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.22        Note Conversion and Subscription Agreement, dated June 6,
                   1997, by and between the Registrant and Wayne W. Mills
                   (incorporated by reference to Exhibit 10.22 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.23        Asset Purchase Agreement, dated as of March 30, 1998, by and
                   among Midwest Graphics & Response Systems, Inc., Stephen M.
                   Krenz, and IntraNet Distribution Group, Inc. (incorporated
                   by reference to Exhibit 10.23 of the Registrant's Form
                   10-QSB for the three months ended September 30, 1998).

      10.24        Asset Purchase Agreement, dated August 13, 1998, by and
                   among Intranet Solutions, Inc., IntraNet Distribution Group,
                   Inc, and Communication Connections, Inc. (incorporated by
                   reference to Exhibit 10.24 of the Registrant's Form 10-QSB
                   for the three months ended September 30, 1998).

      10.25        Asset Purchase Agreement, dated effective as of
                   September 30, 1998, by and between Osage Systems Group,
                   Inc., Osage Systems Group Minneapolis, Inc. and IntraNet
                   Solutions, Inc. (incorporated by reference to Exhibit 10.25
                   of the Registrant's Form 10-QSB for the three months ended
                   September 30, 1998).

      10.26        Employment Agreement, dated April 1, 1999, by and between
                   the Registrant and Gregg A. Waldon. (incorporated by
                   reference to Exhibit 10.26 of the Registrant's statement on
                   Form S-1, File No. 333-77389).

      10.27        Credit and Security Agreement, dated April 11, 1999, by and
                   between the Registrant and Diversified Business Credit, Inc.
                   (incorporated by reference to Exhibit 10.27 of Registrant's
                   statement on Form S-1, File No. 333-77389).

      13.1         1999 Annual Report to Shareholders.

      21           Subsidiaries of Registrant (incorporated by reference to
                   Exhibit 21 of the Registrant's registration statement on
                   Form SB-2, File No. 333-14175).

      23.1         Consent of Grant Thornton LLP.

                                       28
<PAGE>   29


      23.2         Consent of Ernst & Young LLP.

      24.1         Powers of Attorney (set forth on signature page).

      27           Financial Data Schedule.


(d)  Schedule       IntraNet Solutions, Inc and Subsidiaries

<TABLE>
<CAPTION>
                                                                                               Schedule II
                                                        Valuation and Qualifying Accounts

               COLUMN A                  COLUMN B          COLUMN C          COLUMN D          COLUMN E
             -------------             -------------     -------------    -------------     --------------
                                        BALANCE AT                                             BALANCE
                                        BEGINNING                                              AT END OF
              DESCRIPTION               OF PERIOD         ADDITIONS        DEDUCTIONS          PERIOD
            --------------             -------------     -------------    -------------     --------------
                                                                          (IN THOUSANDS)
<S>                                    <C>               <C>              <C>               <C>
Deducted From Assets:
   Allowance for doubtful accounts:
   Year ended March 31, 1997             $ 20               $ 60              $ --             $ 80
                                         ====               ====              ====             ====
   Year ended March 31, 1998             $ 80               $328              $ --             $408
                                         ====               ====              ====             ====
   Year ended March 31, 1999             $408               $692              $790             $310
                                         ====               ====              ====             ====

</TABLE>

                                       29

<PAGE>   30



                     REPORT OF INDEPENDENT CERTIFIED PUBLIC
                             ACCOUNTANTS ON SCHEDULE



To the Board of Directors and Shareholders
IntraNet Solutions, Inc.


     In connection with our audits of the consolidated financial statements of
IntraNet Solutions, Inc and subsidiaries referred to in our report dated
April 14, 1999 (except for Note 15, as to which the date is June 9, 1999), which
is included in the Annual Report to shareholders and incorporated by  reference,
we have also audited Schedule II for each of the two years in the  period ended
March 31, 1999. In our opinion, this schedule presents fairly, in  all material
respects, the information required to be set forth therein for each of the two
years in the period ended March 31, 1999.


                                                       /S/    GRANT THORNTON LLP




Minneapolis, Minnesota
April 14, 1999 (except for Note 15,
as to which the date is June 9, 1999)

                                       30

<PAGE>   31



SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, on June 29, 1999.


                           INTRANET SOLUTIONS, INC.


                            By     /s/ Robert F. Olson
                                -----------------------------------------------
                                Robert F. Olson, President, Chief Executive
                                  Officer and Chairman of the Board of Directors

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on June 29, 1999.



                                   /s/ Robert F. Olson
                                -----------------------------------------------
                                Robert F. Olson, President, Chief Executive
                                  Officer and Chairman of the Board of Directors
                                 (Principal Executive Officer)


                                 /s/ Gregg A. Waldon
                                 ----------------------------------------------
                                 Gregg A. Waldon, Chief Financial Officer,
                                   Secretary, Treasurer (Principal Financial
                                   Officer and Principal Accounting Officer) and
                                   Director


                                 /s/ Ronald E. Eibensteiner
                                 ----------------------------------------------
                                 Ronald E. Eibensteiner, Director


                                 /s/ Kenneth H. Holec
                                 ----------------------------------------------
                                 Kenneth H. Holec, Director


                                 /s/ Steven C. Waldron
                                 ----------------------------------------------
                                 Steven C. Waldron, Director

                                       31
<PAGE>   32


                                  EXHIBIT INDEX

     NUMBER                        DESCRIPTION

       3.1         Amended and Restated Articles of Incorporation (incorporated
                   by reference to Exhibit 3.1 of the Registrant's registration
                   statement on Form SB-2, File No. 333-13175).

       3.2         Bylaws (incorporated by reference to Exhibit 3.2 of the
                   Registrant's registration statement on Form SB-2, File No.
                   333-14175).

       3.3         Articles of Amendment to Articles of Incorporation, as dated
                   June 20, 1997 (incorporated by reference to Exhibit 3.3 of
                   the Registrant's Form 10-KSB for the fiscal year ended
                   March 31, 1997).

       4.1         Certificate of Designation of Series B Preferred Stock
                   (incorporated by reference of Exhibit 4.1 of the Registrant's
                   registration statement on Form S-3, File No. 333-57181).

       4.2         Securities Purchase Agreement, dated May 6, 1998, by and
                   among the Registrant, Stark International and Shepherd
                   Investments International, Ltd. (incorporated by reference to
                   Exhibit 4.2 of the Registrant's registration statement on
                   Form S-3, File No. 333-57181).

       4.3         Registration Rights Agreement, dated May 6, 1998, by and
                   among the Registrant, Stark International and Shepherd
                   Investments International, Ltd. (incorporated by reference to
                   Exhibit 4.3 of the Registrant's registrations statement on
                   Form S-3, No. 333-57181.

       4.4         Certificate of Designation of Series A convertible preferred
                   stock (incorporated by reference to Exhibit 3 (i) (A) of the
                   Registrant's Form 10QSB for the three months ended June 30,
                   1997).

       4.5         Form of Stock Purchase Warrant issued to purchases of units
                   containing the Registrant's Series A convertible preferred
                   stock and Stock Purchase Warrants (incorporated by reference
                   to Exhibit 4.1 of the Registrant's Form 10-QSB for the three
                   months ended June 30, 1997).

       4.6         Form of Registration Rights Agreement entered into by and
                   between the Registrant and purchasers of units containing the
                   Registrant's Series A convertible preferred stock and Stock
                   Purchase Warrants (incorporated by reference to Exhibit 10.1
                   Registrant's Form 10-QSB for the three months ended June 30,
                   1997).

      10.1         Lease Agreement dated, April 24, 1996, by and between CSM
                   Investors, Inc. and Registrant (incorporated by reference to
                   Exhibit 10.1 of the Registrant's registration statement on
                   Form SB-2, File No. 333-14175).

      10.2         Credit and Security Agreement, dated March 14, 1995, by and
                   between Diversified Business Credit, Inc. and the Registrant
                   (incorporated by reference to Exhibit 10.2 of the
                   Registrant's registration statement on Form SB-2, file
                   No. 333-14175).

                                       32

<PAGE>   33


      10.3         Term Loan supplement to Credit Agreement, dated March 14,
                   1995, by and between the Registrant and Diversified Business
                   Credit, Inc. (incorporated by reference to Exhibit 10.3 of
                   the Registrant's registration statement on Form SB-2, File
                   No. 333-14175).

      10.4         IntraNet Solutions, Inc. 1994-1997 Stock Option and
                   Compensation Plan (incorporated by reference to Exhibit 10.4
                   of the Registrant's registration statement on Form SB-2, File
                   No. 333-14175).

      10.5         Employment Agreement, dated July 30, 1996, by and between the
                   Registrant and Robert F. Olson (incorporated by reference to
                   Exhibit 10.5 of the Registrant's registration statement on
                   Form SB-2, File No. 333-14175).

      10.6         Employment Agreement, dated July 30, 1996, by and between the
                   Registrant and Jeffrey J. Sjobeck (incorporated by reference
                   to Exhibit 10.6 to the Registrant's Form 10-KSB for the
                   fiscal year ended March 31, 1997).

      10.7         Promissory Note, dated December 23, 1996, made by the
                   Registrant in favor of Circle F. Ventures, LLC (incorporated
                   by reference to Exhibit 10.7 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.8         Amendment, dated March 4, 1997, to the Promissory Note made
                   by the Registrant in favor of Circle F Ventures, LLC dated
                   December 23, 1996 (incorporated by reference to Exhibit 10.8
                   of the Registrant's Form 10KSB for the fiscal year ended
                   March 31, 1997).

      10.9         Lease Agreement dated April 22, 1998, by and between Lake
                   Corporate Center LLC and the Registrant (incorporated by
                   reference to Exhibit 10.9 of the Registrant's registration
                   statement on Form 10-KSB for the fiscal year ended March 31,
                   1998).

      10.10        Stock Purchase Warrant Agreement, dated December 23, 1996, by
                   and between the Company and Circle F. Ventures, LLC
                   (incorporated by reference to Exhibit 10.10 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.11        Security Agreement, dated December 23, 1996, by and between
                   the Registrant and Circle F. Ventures, LLC (incorporated by
                   reference to Exhibit 10.11 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.12        Subordination Agreement, dated December 23, 1996, by and
                   between the Registrant Diversified Business Credit, Inc. and
                   Circle F. Ventures, LLC (incorporated by reference to Exhibit
                   10.12 of the Registrant's Form 10-KSB for the fiscal year
                   ended March 31, 1997).

      10.13        Promissory Note, dated March 18, 1997, made by the Registrant
                   in favor of Circle F Ventures, LLC (incorporated by reference
                   to Exhibit 10.13 of the Registrant's Form 10-KSB for the
                   fiscal year ended March 31, 1997).

      10.14        Sublease Agreement, dated April 22, 1998, by and between CSM
                   Investors, Inc., Digital River, Inc. and the Registrant
                   (incorporated by reference to Exhibit 10.14 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.15        Stock Purchase Warrant Agreement, dated March 18, 1997, by
                   and between the Registrant and Circle F Ventures, LLC
                   (incorporated by reference to Exhibit 10.15 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

                                       33

<PAGE>   34


      10.16        Schedule identifying certain material details of documents
                   substantially identical to those set forth in Exhibits 10.17,
                   10.18, 10.19 and 10.20 (incorporated by reference to Exhibit
                   10.16 of the Registrant's Form 10-KSB for the fiscal year
                   ended March 31, 1997).

      10.17        Promissory Note, dated December 20, 1996, made by the
                   Registrant in favor of Rita M. Olson (incorporated to Exhibit
                   10.17 of the Registrant's Form 10KSB for the fiscal year
                   ended March 31, 1997).

      10.18        Amendment, dated March 4, 1997, to the Promissory Note made
                   by the Registrant in favor of Rita M. Olson dated
                   December 20, 1996 (incorporated by reference to Exhibit 10.18
                   of the Registrant's Form 10KSB for the fiscal year ended
                   March 31, 1997).

      10.19        Amendment, dated June 5, 1997, by and between the Registrant
                   and Rita M. Olson dated December 20, 1996 (incorporated by
                   reference to Exhibit 10.19 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.20        Stock Purchase Warrant Agreement, dated December 20, 1996, by
                   and between the Registrant and Rita M. Olson (incorporated by
                   reference to Exhibit 10.20 of the Registrant's Form 10-KSB
                   for the fiscal year ended March 31, 1997).

      10.21        Note Conversion and Subscription Agreement, dated June 6,
                   1997, by and between the Registrant and Rita M. Olson
                   (incorporated by reference to Exhibit 10.21 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.22        Note Conversion and Subscription Agreement, dated June 6,
                   1997, by and between the Registrant and Wayne W. Mills
                   (incorporated by reference to Exhibit 10.22 of the
                   Registrant's Form 10-KSB for the fiscal year ended March 31,
                   1997).

      10.23        Asset Purchase Agreement, dated as of March 30, 1998, by and
                   among Midwest Graphics & Response Systems, Inc., Stephen M.
                   Krenz, and IntraNet Distribution Group, Inc. (incorporated by
                   reference to Exhibit 10.23 of the Registrant's Form 10-QSB
                   for the three months ended September 30, 1998).

      10.24        Asset Purchase Agreement, dated August 13, 1998, by and among
                   Intranet Solutions, Inc., IntraNet Distribution Group, Inc,
                   and Communication Connections, Inc. (incorporated by
                   reference to Exhibit 10.24 of the Registrant's Form 10-QSB
                   for the three months ended September 30, 1998).

      10.25        Asset Purchase Agreement, dated effective as of September 30,
                   1998, by and between Osage Systems Group, Inc., Osage Systems
                   Group Minneapolis, Inc. and IntraNet Solutions, Inc.
                   (incorporated by reference to Exhibit 10.25 of the
                   Registrant's Form 10-QSB for the three months ended
                   September 30, 1998).

      10.26        Employment Agreement, dated April 1, 1999, by and between the
                   Registrant and Gregg A. Waldon. (incorporated by reference to
                   Exhibit 10.26 of the Registrant's registration statement on
                   Form S-1, File No. 333-77389).

      10.27        Credit and Security Agreement, dated April 11, 1999, by and
                   between the Registrant and Diversified Business Credit, Inc.
                   (incorporated by reference to Exhibit 10.27 of the
                   Registrant's registration statement on Form S-1, File
                   No. 333-77389).

      13.1         1999 Annual Report to Shareholders.

                                       34

<PAGE>   35


      21           Subsidiaries of Registrant (incorporated by reference to
                   Exhibit 21 of the Registrant's registration statement on Form
                   SB-2, File No. 333-14175).

      23.1         Consent of Grant Thornton LLP.

      23.2         Consent of Ernst & Young LLP.

      24.1         Powers of Attorney (set forth on signature page).

      27           Financial Data Schedule.


                                       35