<PAGE>


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM 10-K

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

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                  For the fiscal year ended December 31, 2001

[_] 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: 0-24087

                                 MEDIABIN, INC.
               (Exact Name of Registrant Specified in Its Charter)

        Georgia                                            58-1741516
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

            3525 Piedmont Road                             30305-1530
     Seven Piedmont Center, Suite 600                      (Zip Code)
             Atlanta, Georgia
  (Address of Principal Executive Office)


       Registrant's telephone number, including area code: (404) 264-8000

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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

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

           Securities registered pursuant to Section 12(g) of the Act:


      Title of Each Class                   Name of Exchange on Which Registered
      -------------------                   ------------------------------------
Common Stock, par value $.01 per share               Oslo Stock Exchange

         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 voting stock held by non-affiliates
of the Registrant, based upon the closing price for the Registrant's common
stock on March 18, 2002 as reported by the Oslo Stock Exchange, was
approximately $4,021,200. The shares of the Registrant's common stock held by
each officer and director and by each person known to the Registrant who owns 5%
or more of the outstanding common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of March 18, 2002,
the Registrant had outstanding 17,529,607 shares of common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 2001 are incorporated by reference in Parts II
and IV of this Form 10-K to the extent stated herein.

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


<PAGE>



                                     PART I

Forward-Looking Statements - Cautionary Statements

         This report contains forward-looking statements within the meaning of
the Securities Exchange Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are not historical facts but are the intent,
belief or current expectations, of our business and industry, and the
assumptions upon which these statements are based. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates" and variations
of these words and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance and are
subject to risks, uncertainties, and other factors, some of which are beyond our
control, are difficult to predict and could cause actual results to differ
materially from those expressed or forecasted in the forward-looking statements.
Forward-looking statements that were true at the time made may ultimately prove
to be incorrect or false. Readers are cautioned to not place undue reliance on
forward-looking statements, which reflect our management's view only as of the
date of this report. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results. The forward-looking
statements should be read in light of these factors and the factors identified
in "Item 1. Business" and in "Item 7. Financial Information--Management's
Discussion and Analysis of Financial Condition and Results of Operations." All
references to year periods refer to our fiscal year ended December 31, 2001.

ITEM 1.    BUSINESS.

Introduction

         MediaBin, Inc. (the "Company" or "we") was organized under the laws of
the State of Georgia on May 28, 1987, and develops innovative, standards-based
enterprise brand management solutions for Global 2000 companies. The Company's
MediaBin platform is a next-generation Digital Asset Management (DAM) system
that enables marketing and eCommerce teams to promote their brands while
protecting brand integrity. DAM systems have existed for several years but have
historically been focused on market niches such as the printing and broadcast
industries, and have been correspondingly designed for use by specialists in
those areas. A recent development is the emergence of DAM systems into
mainstream use by non-specialist users at Global 2000 corporations, as part of a
set of solutions that includes Web Content Management and Document Management
systems. This set of solutions is coming to be called Enterprise Content
Management, and it is being recognized as the likely next wave of technology
enablement of the enterprise, following Enterprise Resource Planning and
Customer Relationship Management.

         Our MediaBin software was designed expressly to help companies manage,
produce, and deliver volumes of digital content including brand assets such as
product images and marketing collateral. It frees marketing professionals from
manually completing these processes and allows them to focus on more strategic
initiatives. It speeds time-to-market for new products and marketing campaigns,
giving companies more opportunities to capture market share. A significant part
of MediaBin's value--and a source of competitive differentiation--is that the
system is easily deployed and can be in use within days. Representative clients
include Ford Motor Company, National Semiconductor, Lear Corporation,
Georgia-Pacific, W.W. Grainger, Microsoft, Samsonite, and John Deere.

Our Business

         We develop commercial software designed to help large corporations
protect and manage the use and deployment of their single most valuable
asset--their brand. Our MediaBin release 2 is the only next-generation Digital
Asset Management solution available today that combines ease of use and
simplicity of operation with the ability to integrate with other software
infrastructure. It provides companies with the ability to store all their core
brand-building assets on a single, protected Net-native platform. MediaBin
provides organizations with the ability to:

     o   manage the distribution of these assets via a browser;

     o   empower marketing partners or agencies to update new or re-formed
         assets;

     o   expand their brand awareness through faster go-to-market activities;

     o   share and collaborate around the brand; and

     o   focus their marketing personnel on high-value, brand-building
         activities rather than mundane marketing administration and
         distribution functions.

Our Value

         MediaBin is built to take the complexity out of sharing and producing
product images, logos, documents, presentations, and other digital brand assets.
For large corporations, MediaBin supports two basic value propositions:

     o   corporate wide, self-service, Web browser access to brand assets and
         marketing materials; and

     o   high-volume image production automation to deliver images to eBusiness
         Web sites, and to share marketing content (including descriptive data)
         with supply chain partners

<PAGE>

         Self-service access empowers the users who need assets to get exactly
what they need, when they need it, through a MediaBin Web browser--without
having to be experts in graphic arts. Brand managers are able to control their
brand assets and access the speed of the Internet to get up-to-date marketing
materials into the market immediately--without adding additional staff.

         Production automation allows corporations to rapidly expand their
business through MediaBin's patented image automation. MediaBin takes a single,
high quality copy of a product image and automatically produces all the
different versions of that image needed for use on Web sites or in printed
materials. When images change or the formats change, MediaBin can create new
versions automatically.

The Market Opportunity

         Almost all corporations that actively manage their brands require DAM
systems at the enterprise level as functions throughout the organization
converge on the need to coordinate global brand activities. Independent
projections by industry analysts Frost & Sullivan indicate the worldwide market
for DAM systems will exceed $1 billion in 2004, with a compound annual growth
rate of 54% between 2000 through 2007 - more than doubling revenues to $2.5
billion by the end of the forecast period. This represents a tremendous business
opportunity for widespread deployment for vendors who can capitalize on this
growing market.

         Analysts increasingly recognize the development of a broad Enterprise
Content Management (ECM) market composed of 3 major sets of technologies:

     o   Legacy Document Management systems from vendors such as Documentum and
         FileNet;

     o   Web Content Management applications from vendors like Interwoven,
         Stellent and Vignette;

     o   "Next-generation DAM" otherwise called "Brand Asset Management"
          systems.

         Within this broad market, MediaBin has chosen to develop products that
address the management and deployment of rich media assets, such as images,
video, audio and presentations in support of the corporation's brands.

         Brand touchpoints - mechanisms by which consumers experience the brand,
such as Web sites, print collateral, advertisements and point-of-sale displays -
represent diverse and independent entities spread all over the globe. The brand
management function in the Global 2000 faces two major challenges in maintaining
brand awareness:

     o   In order to distribute large, unstructured data files that support the
         brand to disparate entities (such as dealers, suppliers, agencies,
         partners and sales forces), companies need to ensure their networks can
         syndicate their branded, rich media effectively.

     o   In order to achieve control of the brand and operational efficiencies
         through a web of geographically dispersed relationships, companies are
         looking to streamline approval cycles, retire outdated assets, and
         coordinate new campaigns rapidly across the globe.

         Traditionally, companies have outsourced the control of their brand
assets to their service bureaus and ad agencies and would pay heavy fees not
only for content creation, but also for access and distribution rights to their
own investments. Consequently, DAM vendors have focused their offerings around
optimizing the tactical operations for printing companies, ad agencies, and
other support services.

         However, these systems do not meet the requirements of companies
flexing their brand muscle in the digital marketplace for several reasons:

     o   They have limited the scope for the use and reuse of brand assets to a
         non-strategic, digital lock-box, which is often unknown to, and
         inaccessible to, the broad community of the brand' within and beyond
         the enterprise.

     o   The deployment of content is almost exclusively aligned with printing
         operations and not integrated with Web or online publishing.

     o   The systems provide very few capabilities for the reuse of assets to
         meet different output requirements, forcing companies to maintain
         several different versions of the same asset.

     o   The implementation of systems often requires heavy customization and
         the investment is higher for services than product licensing, with long
         rollout timelines.

         MediaBin aims to become the Brand Asset Management system of choice for
global brand companies. MediaBin is a horizontal market application, addressing
the needs of three classes of users within a broad range of industries. These
users share a common need for automation tools to support the management and
production of marketing assets, and a concern with the integrity of brand
representations. They are:

     o   marketing professionals;

     o   corporate photography groups; and

     o   eBusiness, catalog, and distribution groups.

         Although MediaBin is potentially applicable in all Global 2000
corporations, our initial focus is in the following industries:

     o   manufacturing;


<PAGE>

     o   pharmaceutical;

     o   transportation; and

     o   consumer package goods.

Our Products

         MediaBin offers a true Net-native DAM platform that is both
user-friendly and easily extensible. Its features include:

     o   software that can be deployed and begin delivering value in just days;

     o   a Net-native solution that enables the "pushing" and "pulling" of
         content from any location;

     o   the ability for users to view files in a wide variety of formats
         without installing additional applications or requiring downloads or
         plug-ins;

     o   a core asset that renders file formats on demand; and

     o   full role-based security including multiple roles within the brand
         building process.

         MediaBin manages all kinds of rich media assets, but has specific
strengths in the delivery of image automation services. These are analogous to
"just-in-time" manufacturing methods that have been deployed with success in the
manufacturing marketplace, and enable users or other systems to obtain image
assets in precisely the form required. Other assets, such as video and audio
files, presentation slides, Microsoft Office documents and portable document
format (PDF) files, can be stored in the repository, and viewed via the Web
browser without the need for the application software that created them.

         The MediaBin platform is built on open, industry standards such as HTTP
(Web browser) and TCP/IP (file transfer) protocols, and the Windows NT/2000
operating system. MediaBin uses either Microsoft SQL Server 2000 or Oracle 8/9i
as the underlying database. Application Programming Interfaces (APIs) are
available which allow easy integration and customization of MediaBin using COM
automation, C++, Java, and PERL scripting. MediaBin is also able to import and
export data using XML (eXtensible Mark-up Language). We plan that future
versions of the product will support emerging standards such as WebDAV
(Distributed Authoring and Versioning), and XMP.

         As well as supporting the self-service model for the distribution of
marketing assets, MediaBin can be combined with add-on products such as MediaBin
Deployment Agent and MediaBin WorkPlace to provide workflow automation in
several critical areas:

     o   automation of image production;

     o   automated pushing of content to other systems;

     o   integration with third party applications;

     o   tracking and revision management; and

     o   collaboration for geographically dispersed workgroups.

         Automation of Image Production. Today, a significant amount of
post-creative work is required to prepare images for use in the print and Web
environment. These tasks include time-consuming operations that take a digital
image that is artistically complete and prepare that image for use in another
medium.

         Creative professionals, whose time is both valuable and expensive, can
spend up to 70% of their time doing this post-creative work that does not
require their creative skills. As corporations move rapidly to place their
product images on the Web, the need for multiple copies of the same images, some
suited for print, some suited for the Web, becomes costly and very time
consuming. MediaBin relieves the creative professional of post-creative work and
moves it to automated processes on the MediaBin server. Organizations can
perform post-creative operations using a fraction of the time and effort.

         MediaBin enables a highly efficient single image asset approach,
wherein a single image is captured, stored, and automatically processed, so it
can be used and then reformatted for any use--on the Web, in print ads, for
store merchandising displays, and on billboards. This approach, now sometimes
called COPE (Create Once, Publish Everywhere) was pioneered by MediaBin and is
automated through the MediaBin platform.

         Automated pushing of content to other systems. The MediaBin Deployment
Agent adds a powerful automated scheduler to the basic MediaBin functions. It
allows an administrator set up rules to perform functions automatically. For
example, the administrator could provide for the scheduler to check the MediaBin
database every Friday at 2:00 a.m. for changes to product images, and process
all changed images to create three Web-ready images for each and deploy them to
the Web staging server and to all distributors' FTP sites. MediaBin Deployment
Agent performs functions that require days or weeks of custom programming to
accomplish with competing products.

         Integration with third party applications. MediaBin Deployment Agent is
also used to facilitate integration with commerce servers and Web Content
Management systems. As it is scriptable, it can be readily customized to fit
with particular workflows.

         Tracking and revision management. One of the largest challenges facing
organizations with many brand assets is tracking usage and ensuring that the
assets in use are the most current versions. MediaBin provides intelligent
revision management so that system users get the latest version of an asset by
default, but administrators can always revert to an earlier saved version. For
image assets, MediaBin features a patent-pending method that provides automated
tracking and revision of derivative images. Derivative

<PAGE>


images are images created from a single image original (core asset) that are
slightly different from the original to serve different purposes. MediaBin keeps
track of the relationships between the assets and derivatives, so that updates
can be made automatically throughout an entire collection of derivatives, simply
by updating their common core asset. Similarly, derivative images are tagged
such that their parent core image source can be located on MediaBin servers
located anywhere--on a local network or globally across the Internet.

         Collaboration for workgroups. As the global reach of brands and brand
companies expands, the need to rapidly and efficiently share brand assets is
increasing dramatically. MediaBin WorkPlace is a new product that has been built
to provide a collaborative workspace online for team members to view, comment
on, and approve marketing assets.

Sales Channels

         Our primary business model involves the license of MediaBin directly to
end-users. MediaBin is sold via a direct sales force, and this provides us with
the important direct control over the entire sales process. This hands-on
approach to the sale of the product enables critical early market feedback to
help define revisions and improvements to the product.

         The sale of MediaBin is sometimes bundled with consulting and
integration services. These integration services are designed to ensure that
MediaBin fits well with the customer's existing workflows and software
infrastructure. Therefore, the direct selling model is being augmented by a
select set of System Integration partners. These partners add value to the
MediaBin product and our customers through services including integration into
existing systems, training, installation, and, potentially, total system
support. In many cases, the System Integrators will sell the product directly to
end users, but they may in some cases act as aggregators and recommenders for
the use of MediaBin to end users in the market. Currently, customer engagements
have been completed or are underway with integrators such as divine, Plural,
Interflow, and Meritage Technologies.

         Other partners include vendors of complementary technology solutions
such as Microsoft (eBusiness infrastructure), Interwoven, Vignette (Web Content
Management systems), and Adobe (imaging technologies).

Competition

         MediaBin's target markets are the marketing and eBusiness departments
within Global 2000 companies. Marketing departments have only recently become a
target for DAM system vendors, which have historically focused on vertical
markets such as broadcasting and print/publication. Because this Media and
Entertainment market has become saturated, some DAM system vendors have turned
to the corporate market - the market where MediaBin has been focused from the
start.

         There are approximately 200 vendors of DAM systems, but as of this
writing only a few have positioned themselves explicitly as having solutions for
the corporate market. We call these solutions "next generation DAM", to fulfill
a need we describe as Brand Asset Management. A second class of software vendors
is emerging to provide related "marketing resource management" (MRM) functions
such as: project management for major events like product launches;
lead-tracking and cost analysis to judge the effectiveness of marketing
campaigns; and collaboration tools to improve the proofing and approvals cycle
for marketing collateral. Many of these systems incorporate some degree of asset
management functionality, and can therefore be considered competitive,
particularly as we add collaboration tools to MediaBin. Thirdly, the emerging
convergence described above of Document Management, Web Content Management and
Digital Asset Management is resulting in the evolution of partnerships and
acquisitions that address our chosen market.

         Thus, MediaBin has three categories of competitors in addressing the
needs of Global 2000 marketing executives:

     o   traditional DAM vendors who are moving into the corporate market, and
         entrants to the new field of marketing resource management. Examples
         include Artesia, WebWare, and eMotion, North Plains Systems;

     o   MRM vendors such as Emmperative/Magnifi, Aprimo, Notara and Eloquent;
         and

     o   Documentum, which has moved beyond document management into Web Content
         Management, has recently acquired a DAM vendor called Bulldog, and now
         positions itself as the pre-eminent `ECM' supplier.

         The fields of Brand Asset Management and Enterprise Content Management
are continuing to develop. To date, no dominant company has emerged as a clear
market leader. We believe that this represents an opportunity for us to market
our easily implemented and cost-justified solution, and to be a partner to
established Web Content Management vendors in order to become such a market
leader.

Major Customers

         During 2001 revenue from Kerridge Media Services was $213,750.
Representative current clients include Ford Motor Company, National
Semiconductor, Lear Corporation, Georgia-Pacific, W.W. Grainger, Microsoft,
Samsonite, and John Deere.

Research and Development/Patents

         During 2001, 2000 and 1999, we have spent $3,841,540, $3,504,161 and
$4,188,283, respectively, in research and development of new technologies,
refining and improving existing technologies and customizing technologies to the
needs of specific

<PAGE>

customers. We expect that continued significant expenditures in this area will
be necessary to successfully introduce new products and improve our core
technology and no assurances can be made that these development efforts will be
successful.

         Consistent with our emphasis on research and development, we maintain
an aggressive patent filing program. To date, we hold 22 issued U.S. patents
expiring in the period from 2009 through 2017 and hold an exclusive license to
an additional issued U.S. patent expiring in 2007.

         Our patents and patent applications are intended to provide a degree of
patent protection of our technology as used in our MediaBin and associated
products. The markets for these products are highly competitive, and we believe
that our research and development efforts and resulting patents are essential to
an effective market presence.

Employees

         As of December 31, 2001, we have 56 full time employees, most of whom
are based in our offices in Atlanta, Georgia. We also make use of independent
contractors to fulfill short term specialized needs. None of our employees is
subject to a collective bargaining agreement. We consider our relations with our
employees to be good.

ITEM 2.  PROPERTIES.

         We lease approximately 19,000 square feet of office space in Atlanta,
Georgia for our corporate, sales and development operations. The lease expires
on July 31, 2005. We also lease approximately 3,000 square feet of office space
near Reading, England. Because we have decided to discontinue operations of our
UK subsidiary effective December 31, 2000, we have sublet all 3,000 square feet
of our UK property through June 2007, when the lease provides us with an option
to terminate.

         The aggregate net monthly rental for these leased offices and
facilities is currently approximately $36,500, and our management believes that
these facilities are adequate for our intended activities in the foreseeable
future.

ITEM 3.  LEGAL PROCEEDINGS.

         The nature of our business exposes it to the risk of lawsuits for
damages or penalties relating to, among other things, breach of contract,
employment disputes and copyright, trademark or patent infringement. We are not
currently a party to any pending material litigation.

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

         None.

                                     PART II

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

         Our common stock has been traded on the Oslo Stock Exchange (OSE) since
October 1, 1997. Prior to that time there was no established market for the
shares. We have not registered the offer or sale of any securities with the
United States Securities and Exchange Commission other than pursuant to our Form
S-8 Registration Statement filed on December 9, 1998. Our securities may not be
offered for sale or sold in the U.S. or to or for the account or benefit of any
U.S. person unless the securities are registered or an exemption from
registration requirements is available.

         Our ticker symbol on the OSE is MBN.

         The price per share reflected in the table below represents the range
of low and high closing sale prices for our common stock as reported by the Oslo
Stock Exchange for the periods indicated:


   Fiscal Period            High Price         Low Price

 1/01/00 - 3/31/00            4.95               0.92
  4/1/00 - 6/30/00            2.93               1.68
  7/1/00 - 9/30/00            3.42               1.94
 10/1/00 - 12/31/00           2.46               1.14

 1/01/01 - 3/31/01            2.10               1.27
  4/1/01 - 6/30/01            1.39               0.70
  7/1/01 - 9/30/01            1.04               0.57
 10/1/01 - 12/31/01           0.74               0.36


<PAGE>

         The closing sale price of our common stock as reported by the Oslo
Stock Exchange on December 31, 2001, was U.S. $0.38. The number of shareholders
of record of our common stock as of December 31, 2001, was approximately 2,200.

         We currently have outstanding options and warrants to acquire 7,170,034
shares of our common stock, of which options and warrants to acquire 5,081,389
shares are currently exercisable.

         We have never paid cash dividends on our capital stock and currently
intend to retain any earnings for use in the business and do not anticipate
paying any cash dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA.

                              Summary Consolidated Financial Data
                              (in thousands except per share data)

<TABLE>
<CAPTION>

                                          2001        2000        1999       1998        1997
                                          ----        ----        ----       ----        ----
<S>                                     <C>         <C>         <C>        <C>         <C>

Revenues                                $ 1,930     $ 2,371     $ 1,697    $    753     $ 9,471
Operating loss                           (8,174)     (6,051)     (8,226)    (10,689)     (6,551)
Net loss                                 (8,812)     (6,141)     (8,059)    (10,025)     (6,329)
Basic and diluted net loss per share      (0.50)      (0.35)      (0.61)      (0.77)      (0.56)
Weighted average shares outstanding      17,530      17,528      13,310      13,084      11,320
Cash and short-term investments           1,757         698       2,288       7,977      17,633
Total assets                              2,188       1,875       3,353       9,084      19,775
Non-current liabilities                   5,958       3,793           0          14          54
Shareholders' equity (deficit)          (12,466)     (3,674)      2,547       8,518      18,716
</TABLE>


                      Selected Quarterly Operating Results
                                   (unaudited)
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                                                              Quarter Ended
                                        --------------------------------------------------------------------------------------------
                                                             2001                                          2000
                                        ----------------------------------------------- --------------------------------------------
                                         March 31   June 30    Sept. 30     Dec. 31    March 31    June 30     Sept. 30     Dec. 31
                                         --------   -------    --------     -------    --------    -------     --------     -------
<S>                                     <C>         <C>        <C>          <C>        <C>         <C>         <C>          <C>
Revenues                                $   348     $   709     $   367     $   506     $   816     $   580     $   423     $   552
Operating loss                           (2,069)     (1,858)     (2,255)     (1,992)     (1,436)     (1,427)     (1,598)     (1,590)
Net loss                                 (2,194)     (2,004)     (2,436)     (2,178)     (1,412)     (1,428)     (1,633)     (1,668)
Basic and diluted net loss per share      (0.13)      (0.11)      (0.14)      (0.12)      (0.08)      (0.08)      (0.09)      (0.10)
Weighted average shares outstanding      17,530      17,530      17,530      17,530      17,526      17,529      17,529      17,530
</TABLE>


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

         The discussions herein contain trend information and other
forward-looking statements that involve a number of risks and uncertainties. Our
actual results could differ materially from our historical results of operations
and those discussed in the forward-looking statements. The forward-looking
statements are based on our beliefs as well as assumptions made by and
information currently available to us. When used herein, the words "anticipate,"
"believe," "estimate," "expect," and "intend" and words or phrases of similar
import, as they relate to us or our management, are intended to identify
forward-looking statements. The forward-looking statements should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included in this document.

Financial Condition

         In September 1997 and November 1999, we sold shares of common stock on
the Oslo Stock Exchange, resulting in combined net proceeds to us of
$20,622,469. These funds were used to fund operations through 2000.


<PAGE>


         During 2000 and 2001, we entered into loan agreements with Venturos AS,
a shareholder controlled by Mr. Terje Mikalsen, who is a member of our Board of
Directors, and with Glastad Holding, Ltd., another of our shareholders (the
"Lenders"). Under these agreements we borrowed a total of $9,433,825 for a term
of four years. The terms of the loans call for us to pay interest at the rate of
prime plus 1%. Principal payments begin March 2002 and are to be paid in
quarterly installments through 2004. According to the terms of the loans, in the
event that we successfully complete a private placement or public offering of
common stock raising funds greater than $2,000,000, then the Lenders
automatically will convert $6,683,825 of the loans and have the option to
convert the $2,750,000 remaining balance of the loans into shares of common
stock at 75% of the private placement or public offering price.

         During 2001, we entered into loan agreements with Venturos AS, under
which we borrowed a total of $2,375,000 to fund operations. The terms of the
loans call for us to pay interest at the rate of prime plus 1%. Principal
payment is due in full in March 2002. $1,775,000 has been repaid subsequent to
year-end.

         In the event that the loans are not converted to common stock,
principal payments will be made as follows.

                  2002           $ 5,850,492
                  2003             3,083,333
                  2004             2,604,167
                  2005               270,833
                                 -----------
                    Total        $11,808,825
                                 ===========

         During 2001, we entered into a loan agreement with Nordea Bank Norge
ASA providing a credit facility under which we can draw up to $3,350,000. The
loan is guaranteed by three of our major shareholders and is secured by our
intellectual property. Interest is calculated at the rate of 1.75% above the
banks base rate for debit call loans (currently 1.79%). Principal and interest
is due April 2002. As of December 31, 2001, $1,338,418 of this credit facility
has been utilized. Subsequent to year-end, and additional $1,950,000 has been
drawn down.

         As shown in the financial statements, we incurred a net loss of
$8,812,321 in 2001 and have an accumulated deficit of $44,474,012 at December
31, 2001.

Liquidity and Capital Resources

         We used cash in operating activities of $8,107,891 in 2001 and
$6,057,948 in 2000. Our operations in 2001 were funded primarily by the loans
from Venturos AS and Glastad Holding, Ltd., and such funding has enabled us to
meet our obligations despite negative cash flows. However, we may not be able to
depend solely on existing funds or loans from shareholders to meet our planned
obligations during 2001. The audit opinion on our financial statements for the
years ended December 31, 2001 and for December 31, 2000 includes an explanatory
paragraph expressing doubt about our ability to continue as a going concern. We
expect to significantly increase revenues in 2002. However we do not expect
these revenues to exceed expenses because we will continue to fund our sales,
marketing and product development efforts. We will need to seek additional
capital in order to fund operations in 2002. We may also be required to
undertake certain cost-cutting measures in 2002 that could slow down our sales,
marketing and development efforts. It is not possible to predict the outcome of
our efforts and there can be no assurance that we will be successful in
increasing revenues or obtaining financing sufficient to fund our operations.

<PAGE>

         In 2001 and 2000, investing activities used cash of $166,436 and
$273,792, respectively. These funds were used to purchase computer hardware and
software.

         In 2001 and 2000, financing activities provided funds of $8,605,817 and
$4,740,376, respectively. In both years funds were provided primarily from
shareholder loans.

         The table below provides additional information relating to our
commitments and contractual obligations in future years.

                                                 Payments due by period
       Contractual Obligations                           Less than        1-3
                                           Total          1 year         years
                                       ----------------------------------------

Long-term debt                         $11,808,825    $5,850,492     $5,958,333
Capital lease obligations                    3,640         3,640              0
Operating leases                         1,586,932       424,365      1,162,567
                                       ----------------------------------------
     Total contractual cash
      obligations                      $13,399,397    $6,278,497     $7,120,900
                                       ========================================


<PAGE>


                             Results of Operations

                   Critical Accounting Policies and Estimates

         Discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Generally, we base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ from
these estimates under other assumptions or conditions.

         Critical accounting policies are those that we consider the most
important to the portrayal of our financial condition and results of operations
because they require our most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are
inherently uncertain. Our critical accounting policies include those related to:

     o   revenue recognition;

     o   determination of technological feasibility and capitalization of
         software development costs; and

     o   valuation of stock options and warrants issued.

         Revenue recognition. Revenue is a key component of our results of
operations and is a key metric used by securities analysts and investors to
evaluate our performance. Our revenue arrangements generally include multiple
elements such as software license fees, professional services and post-contract
customer support.

         Software license fee revenue. We recognize software license fee revenue
in accordance with AICPA Statement of Position No. 97-2, "Software Revenue
Recognition" ("SOP 97-2"). Accordingly, we do not recognize revenue from
software license agreements unless the product has been delivered, persuasive
evidence of an arrangement exists, the license fee amount is fixed and
determinable and collection of the fee is probable. We generally sell our
products under multiple element arrangements together with services and software
maintenance. In cases where services are not considered essential to the
functionality of the software, and where we have vendor specific objective
evidence of fair value of all the undelivered elements, we use the residual
method to account for the value of the delivered elements.

         When professional services are considered essential to the
functionality of the software, we record revenue for the license and
professional services over the period that professional services are provided
using the percentage of completion method, measured by the percentage of labor
hours incurred to date to estimated total labor hours for each contract.

         For software licenses in which the license term does not begin until
installation is completed, we recognize license and professional services
revenue when we complete the installation of the software.

         For license arrangements in which the fee is not considered fixed or
determinable, the license revenue is recognized as payments become due.

         Support and maintenance revenue. Revenue for post-contract customer
support and maintenance are recognized ratably over the contract period.

         Professional services revenue. Revenues derived from arrangements to
provide professional services on a time and material basis are recognized as the
professional services are performed. Revenues from professional services
provided on a fixed fee basis are recognized using the percentage of completion
method, measured by the percentage of labor hours incurred to date to estimated
total labor hours for the contract.

         Our contractual arrangements are evaluated on a contract-by-contract
basis and often require judgments and estimates that affect the classification
and timing of revenue recognized in our statements of operations. Specifically,
we may be required to make judgments about:

     o   whether the fees associated with our products and services are fixed
         and determinable;

     o   whether or not collection of our fees is reasonably assured;

     o   whether professional services are essential to the functionality of the
         related software product;

     o   whether we are able to make reasonably dependable estimates in the
         application of the percentage of completion method; and

     o   whether we have verifiable objective evidence of fair value for our
         products and services.

<PAGE>

         Additionally, we may be required to make the following estimates:

     o   period of labor hours incurred to date to the estimated total labor
         hours for each contract;

     o   provisions for estimate losses on uncompleted contracts; and

     o   the need for an allowance for doubtful accounts or billing adjustments.

         If other judgments or assumptions had been used in the evaluation of
our revenue arrangements, the timing and amounts of revenue recognized may have
been significantly different. Several of our multiple element revenue
arrangements have acceptance provisions that we have determined to be material
elements of the arrangement. In these cases collection of the license fee is not
considered probable under the definition of SOP 97-2 and we have deferred
revenue recognition until the acceptance provisions have been satisfied. If, in
our judgment, we had determined that the acceptance provisions were not
material, then the timing of the revenue recognition would have been
significantly different.

         Determination of technological feasibility and capitalization of
software development costs. We are required to assess when technological
feasibility occurs for the products that we develop. Based on our judgment, we
have determined that technological feasibility for our products generally occurs
when we complete beta testing. Because of the insignificant amount of cost and
time incurred between completion of beta testing and customer release, we have
not capitalized any software development costs in the accompanying consolidated
financial statements. If we had determined that technological feasibility
occurred at an earlier point in the development cycle and that subsequent
production costs incurred before general availability of the product were
significant, we would have capitalized those costs and recognized them over
future periods. We will continue to monitor changes in software development
cycle and may be required to capitalize certain software development costs in
the future.

         Valuation of stock options and warrants issued. Sometimes in the normal
course of business, we have granted warrants to non-employees as consideration
for services rendered to us. Depending on the nature of the transaction, we may
be required to record the issuance of such warrants as a reduction of revenue or
a component of operating expenses. When we are required to reflect the issuance
of warrants in our statements of operation, we are required to reflect the
transaction using the estimated fair value of the warrants or of the services
received, whichever is more readily determinable. The valuation of warrants that
do not have a ready market requires judgment. We generally use the Black-Scholes
option-pricing model to determining the fair value of warrants. This approach
requires judgments and estimates about:

     o   the volatility of our common stock;

     o   the risk-free interest rate;

     o   our plans to pay dividends on our common stock in future periods; and

     o   the expected life of the options or warrants.

         We do not record compensation expense in connection with the issuance
of stock options to employees unless we grant such options at an exercise price
below the fair market value on the date of grant. However, we disclose the
pro-forma effect of these grants on our results of operation as required by SFAS
No. 123 in the notes to our consolidated financial statements, included
elsewhere in this report. The calculation of pro-forma compensation
under SFAS 123 requires the same judgments and estimates discussed above.

     Year Ended December 31, 2001, Compared to Year Ended December 31, 2000

         Revenues in 2001 decreased by 19% to $1,929,548 from $2,371,139 in
2000. This decrease is a combination of a 93% increase in MediaBin related
revenues to $1,749,101 from $905,667 in 2000 and a decrease of 88% in
non-MediaBin related revenues to $180,447 from $1,465,472 in 2000. During 2001,
we added twenty-two new customers and had repeat business from six existing
customers for our MediaBin software.

         Cost of Revenue in 2001 increased by 5% to $297,615 from $283,783 in
2000. This increase was the result of slight increases in customer support cost
to support our expanding customer base.

         Sales and Marketing expenses in 2001 increased by 30% to $3,640,891
from $2,802,715 in 2000. This increase resulted primarily from increased costs
related to the start-up of our market development department which now includes
seven individuals. Market development is responsible for assisting our sales
representatives by finding and developing potential customers.

         Research and Development expenses in 2001 increased by 10% to
$3,841,540 from $3,504,161 in 2000. This increase resulted primarily from the
significant expansion of quality assurance and product management functions.
Quality assurance costs reflect the increased level of product testing required
before the MediaBin product is delivered to customers. Product management costs
relate to the close control over the addition of features and enhancements to
the MediaBin platform that is required to ensure that the features are those
that provide maximum value to our customers.

<PAGE>


         General and Administrative expenses in 2001 increased by 27% to
$2,323,217 from $1,831,469 in 2000. This increase resulted primarily from the
hiring of a new Chief Executive Officer and the increased legal costs associated
with new contracts and financing arrangements.

         Interest Income decreased in 2001 by 77% to $17,543 from $77,188 in
2000. The decrease is due to the lower levels of interest during 2000 on cash
equivalents we held from the proceeds of our public offering of common stock.

         Interest Expense in 2001 increased by 292% to $656,149 from $167,478 in
2000. The increase is primarily due to the increase in loans from shareholders.
(See Note 3 to the Consolidated Financial Statements.)

     Year Ended December 31, 2000, Compared to Year Ended December 31, 1999

         Revenues in 2000 increased by 40% to $2,371,139 from $1,697,367 in
1999. This increase is primarily the result of an increase of 145% in MediaBin
license fees and services and an increase of 13% in non-MediaBin related license
fees and services.

         Cost of Revenue in 2000 increased by 212% to $283,783 from $91,100 in
1999. This was primarily the result of an increase in our Customer Support
department to provide support to an increased number of customers.

         Sales and Marketing expenses in 2000 decreased by 19% to $2,802,715
from $3,464,032 in 1999. This resulted primarily from the reduced level of
operations of our United Kingdom subsidiary and the transfer of certain
personnel into the Customer Support department, which more than offset increased
spending for salaries of sales personnel.

         Research and Development expenses in 2000 decreased by 16% to
$3,504,161 from $4,188,283 in 1999. The decrease reflects the lower costs
involved in software development, primarily due to the reduced level of outside
contractors in 2000 from that level which was used in 1999 to rapidly accelerate
the development of our MediaBin software.

         General and Administrative expenses in 2000 decreased by 16% to
$1,831,469 from $2,179,583 in 1999. This is primarily due to a one-time property
tax assessment paid during 1999 that was refunded on appeal during 2000, a
reduction in administrative salaries, and the expiration of an equipment lease.

         Interest Income in 2000 decreased by 65% to $77,188 from $219,526 in
1999. The decrease is due to the lower levels of interest during 2000 on cash
equivalents we held from the proceeds of our public offering of common stock.

         Interest Expense in 2000 increased to $167,478 from $452 in 1999. The
increase is primarily due to the increase in loans from shareholders. (See Note
3 to the Consolidated Financial Statements.)

Impact of Recently Issued Accounting Standards

         In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
SFAS No. 142 "Goodwill and other Intangibles". Under these new standards the
FASB eliminated accounting for certain mergers and acquisitions as poolings of
interests, eliminated amortization of goodwill and indefinite life intangible
assets, and established new impairment measurement procedures for goodwill. For
us, the standards become effective for all acquisitions completed on or after
June 30, 2001. Changes in financial statement treatment for goodwill and
intangible assets arising from mergers and acquisitions completed prior to June
30, 2001 become effective January 1, 2002. This statement is not expected to
have a current effect on us as we have not completed any mergers or acquisitions
and have no goodwill recorded in our financial statements. However, our future
acquisitions will be recorded in accordance with this statement.

         In June of 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The statement provides accounting and reporting
standards for recognizing obligations related to asset retirement costs
associated with the retirement of tangible long-lived assets. Under this
statement, legal obligations associated with the retirement of long-lived assets
are to be recognized at their fair value in the period in which they are
incurred if a reasonable estimate of fair value can be made. The fair value of
the asset retirement costs is capitalized as part of the carrying amount of the
long-lived asset and subsequently allocated to expense using a systematic and
rational method over the assets' useful life. Any subsequent changes to the fair
value of the liability due to the passage of time or changes in the amount or
timing of estimated cash flows is recognized as an accretion expense. We will be
required to adopt this statement no later than January 1, 2003, but this
statement is not expected to have a material effect on us.

         In October of 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which is effective for fiscal
years beginning after December 15, 2001. This statement supercedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." However, it retains the


<PAGE>

fundamental provisions of SFAS No. 121 for the recognition and measurement of
the impairment of long-lived assets to be held and used and the measurement of
long-lived assets to be disposed of by sale. Impairment on goodwill is not
included in the scope of SFAS No. 144 and will be treated in accordance with the
accounting standards established in SFAS No. 142, "Goodwill and Other Intangible
Assets." According to SFAS No. 144, long-lived assets are measured at the lower
of carrying amount or fair value less cost to sell, whether reported in
continuing or discontinued operations. The statement applies to all long-lived
assets, including discontinued operations, and replaces the provisions of APB
Opinion No. 30, "Reporting the Results of Unusual and Infrequently Occurring
Events and Transactions," for the disposal of segments of a business. We will be
required to adopt this statement no later than January 1, 2002, but this
statement is not expected to have a material effect on us.

         In November 2001, the FASB's Emerging Issues Task Force reached a
consensus on EITF Issue 01-09, "Accounting for Consideration Given by a Vendor
to a Customer or a Reseller of the Vendor's Products," which is a codification
of EITF 00-14, 00-22 and 00-25. This issue presumes that consideration from a
vendor to a customer or reseller of the vendor's products to be a reduction in
the selling prices of the vendor's product and, therefore, should be
characterized as a reduction of revenue when recognized in the vendor's income
statement and could lead to negative revenue under certain circumstances.
Revenue reduction is required unless consideration related to a separate
identifiable benefit and the benefit's fair value can be established. This issue
is to be applied retroactively in the first fiscal quarter ending after December
15, 2001. While we have not yet finalized our evaluation of the effects of this
consensus on the consolidated financial statements, we do not expect this to
have a material impact on our financial statements.

Inflation

         The effects of inflation on our operations were not significant during
the periods presented in the consolidated financial statements, and the effects
thereof are not considered to be of significance in the future. Generally,
throughout the periods discussed above, the changes in revenue have resulted
primarily from fluctuations in sales levels, rather than price changes.

Market Risk

         Financial instruments that potentially subject us to significant
concentrations of credit risk consist principally of trade accounts receivable,
accounts payable, short term debt, and loans from shareholders.

         We maintain cash and cash equivalents with various financial
institutions. Our policy is designed to limit exposure at any one institution.
Certain investments are in excess of Federal Deposit Insurance Corporation
guaranteed amounts. We perform periodic evaluations of the relative credit
standing of those financial institutions that are considered in our investment
strategy.

         The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, accounts payable, and loans from shareholders
approximate their estimated fair values.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Financial instruments that potentially subject us to significant
concentrations of market risk consist principally of trade accounts receivable,
accounts payable, short-term debt and loans from shareholders.

         We consider our functional currency to be the U.S. dollar. Our United
Kingdom subsidiary considers the British pound to be its functional currency.
This subsidiary's assets and liabilities were translated at year-end rates of
exchange and its revenues and expenses were translated at the average rates of
exchange during the year. In December 2000, we decided to dispose of our United
Kingdom operation.

         We believe that the potential effects of market risk are not material
to our operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information set forth under the sections entitled "Selected
Quarterly Operating Results", "Consolidated Financial Statements", "Notes to
Consolidated Financial Statements" and "Report of Independent Auditors" in our
2001 Annual Report to Shareholders are incorporated herein by reference and
filed herewith as a part of Exhibit 13.1.

         Report of Independent Auditors

<PAGE>

     Consolidated Balance Sheets as of December 31, 2001 and 2000.
     Consolidated Statements of Operations for the years ended
      December 31, 2001, 2000, and 1999.
     Consolidated Statements of Shareholders' Equity (Deficit) and
      Comprehensive Loss for the years ended December 31, 2001, 2000, and 1999.
     Consolidated Statements of Cash Flows for the years ended December 31,
      2001, 2000, and 1999.
     Notes to Consolidated Financial Statements.


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

         In January 2002, Ernst & Young LLP resigned as our independent
auditors, and in February 2002 we selected PricewaterhouseCoopers LLP to audit
our financial statements for the year ended December 31, 2001. There have been
no adverse opinions or disagreements with accountants on accounting and
financial disclosure issues that would require disclosure under this Item 9.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Board of Directors

         The persons described below were each elected to serve as members of
our Board of Directors at the Annual Meeting of Shareholders, held on May 9,
2001. Each of these persons will continue to serve until the Annual Meeting to
be held in 2002 and until his successor is duly elected and qualified, or until
such director's earlier death, resignation, or removal.

         John C. Bacon
         Mr. Bacon, age 56, has served as Chairman of the Board since November
2001. He joined us in March 1997 as Senior Vice President/General Manager, in
August 1997 was named Executive Vice President and Chief Operating Officer, and
served as President and Chief Executive Officer from February 1998 to September
2001. Since September 2001, Mr. Bacon has served as President of Venturos
Capital Advisors, an investment management organization, and serves on the Board
of several private companies. From 1989 until 1997, Mr. Bacon served in various
positions, including President, Chief Operating Officer, and Director with
XcelleNet, Inc., a publicly traded remote access software company. Mr. Bacon
obtained a BSIE degree from the Georgia Institute of Technology and has
completed advanced management development courses at Georgia State University,
Harvard Business School, and the Wharton School of Business.

         John R. Festa
         Mr. Festa, age 50, currently serves as Vice-Chairman of the Board of
Directors and has served as one of our Directors since May 1994. Prior to
joining MediaBin, Mr. Festa was Chief Executive Officer of BUYPASS Corporation
from 1984 through 1994, and held several senior positions American Express
Company. He served as our Chief Executive Officer from May 1994 until February
1998. Mr. Festa is an active partner in EGL Holdings, Inc., a buyout venture
investment firm where he served as its Managing Director from 1998 to 2001.
Since 2001 Mr. Festa has served as President and Chief Executive Officer of
CareCentric, a software company servicing the home healthcare market. Mr. Festa
attended Valparaiso University.

         Terje Mikalsen
         Mr. Mikalsen, age 61, became one of our Directors in April 1996. Mr.
Mikalsen has served as Chairman/CEO of Venturos AS, our largest shareholder,
since January 2000. He was Chairman/CEO of Mosvold Farsund AS from September
1983 through December 1999. Mr. Mikalsen has held the position as non-executive
Chairman of the board of several publicly traded companies, including: Norsk
Data AS from 1967 until 1993, Hafslund Nycomed ASA from 1984 until 1996, and
Maritime Hydraulics AS 1984 until 1987. Mr. Mikalsen currently holds several
other directorships. Mr. Mikalsen has also been a member of advisory committees
on industrial policies under several Norwegian Governments. He is a member of
The Norwegian Technical Scientific Academy and The International Water Academy
as well as of Norsk Investorforum, an association of Norwegian private investors
where he served as the chairman for seven years. Mr. Mikalsen holds a Master of
Science degree from Norges Tekniske H0yskole, now NTNU, and was given the
"Entrepreneur-of-the-Year Award" in Norway in 1999.

         Asmund R. Slogedal
         Mr. Slogedal, age 64, has served as one of our Directors since August
1991 and was Chairman of the Board of Directors from August 1994 through
November 2001. Mr. Slogedal also has served as our Chief Financial Officer from
May 1991 until September 1994. Mr. Sl0gedal has been Senior Partner with
Venturos AS since May 2001. He was Managing Director of Venturos Management KS
from January 2000 through May 2001. From April 1999 through December 1999 he
served as Managing Director of Mosvold Farsund AS. From April 1989 until
December 1999 he was a partner in the Norway-based venture capital firm
Teknoinvest

<PAGE>

Management AS. Prior to April 1989, he held various senior management positions
with Norsk Data AS, including Senior Vice President Operations and Vice
President International Operations. Presently, Mr. Slogedal serves on the board
of several Norwegian and U.S.-based technology companies. Mr. Slogedal holds a
B.S. degree in Engineering from Purdue University.

Officers

         The following individuals presently serve as our executive officers:

         David P. Moran
         Mr.  Moran, age 40, has served as our President and Chief Executive
Officer since September 2001. From August 2000 to September 2001 he served as
Chief Operating Officer with Eftia OSS Solutions, a provider of solutions to the
telecom industry. From March 2000 to August 2000 he served as Executive Vice
President of Worldwide Sales for Customer Analytics Inc. (acquired by Exchange
Applications Inc.), a Dallas-based provider of CRM solutions to mid-sized
banking institutions. From June 1995 to March 2000, Mr. Moran held business and
sales management positions of increasing responsibility with Prism Solutions
Inc. During that period, Prism Solutions was acquired by Ardent Software, which
was subsequently acquired by Informix Corp. Mr. Moran holds a Masters Degree in
Computer Science from Trinity College, Dublin.

         Robert B. Estes
         Mr. Estes, age 47, has served as our Vice President of Product
Marketing since September 2001. He served as our Director of Product Management
from July 1999 to September 2001, and he served as Senior Product Manager from
January 1998 to June 1999. From March 1990 through July 1997, Mr. Estes served
in various senior management positions with XcelleNet, Inc. Mr. Estes has a B.S.
degree in Industrial Management from Georgia Institute of Technology and has
performed graduate work in Finance at Georgia State University.

         David G. Gibson
         Mr. Gibson, age 43, has served as our Vice President of Sales since
February 1998. He served as our Director of OEM Sales from August 1997 to
February 1998. From July 1995 to August 1997, Mr. Gibson served as Regional
Sales Manager. From June 1986 to July 1995, Mr. Gibson held various sales
management, marketing and business management positions with Integraph
Corporation. Mr. Gibson has a B.S. degree in Engineering from Tennessee
Technological University.

         Haines H. Hargrett
         Mr. Hargrett, age 59, has served as our Chief Financial Officer,
Secretary, and Treasurer since September 1997. From 1994 to 1997 he was Chief
Financial Officer/Treasurer of Medifax, Inc., a high technology medical
transcription company. From 1992 to 1994 he was Chief Financial Officer for Park
`N Fly, Inc., a company involved in developing and managing parking facilities
near major-city airports. Mr. Hargrett holds a B.A. in Economics from Duke
University and an M.B.A. in Finance from Indiana University.

         Christopher D. Lynn
         Mr. Lynn, age 51, has served as our Vice President of Marketing since
October 2001. He served as our Vice President of Business Development from
October 1999 until October 2001 and served as our Vice President of Printing and
Publishing from April 1999 to October 1999. From 1997 to 1999 he was a partner
and co-owner of Scott Hillam Associates, a consulting business engaged in
international marketing of technology products. From 1994 to 1997 Mr. Lynn
served as President of Cosa Technology, Inc., a subsidiary of Hagemayer Cosa
Liebemann, Ltd., for which he was Vice President from 1991 through 1994. Prior
to that Mr. Lynn held various management positions with Crosfield Electronics
Ltd. of the United Kingdom. Mr. Lynn is a Chartered Engineer and holds a degree
in Electronics from Southampton University in England.

         Ernest W. Quarles
         Mr. Quarles, age 40, has served as our Vice President of Development
since July 1999. From 1991 through July 1999, he served as Product Development
Manager, Project Manager, Software Engineer and Project Engineer. From 1989 to
1991 Mr. Quarles worked as a software design engineer at Cross Systems, Inc.,
and from 1986 to 1989 he was a design engineer at Rockwell International,
Missile Systems Division. Mr. Quarles completed a dual-degree program at
Morehouse College and the Georgia Institute of Technology where he received
degrees in Physics and Electrical Engineering. He also holds an MBA from Georgia
State University.

         Burton M. Smith
         Mr. Smith, age 45, has served as our Vice  President of Strategic
Alliances since October 2001. He served as our Vice-President of Marketing from
February 1998 until October 2001 and served as our Director of Marketing from
June 1997 through February 1998. From July 1995 to June 1997, Mr. Smith served
as Regional Sales Manager. From February 1984 to July 1995, Mr. Smith held
various sales management and marketing positions with Integraph Corporation. Mr.
Smith has a Bachelor of Electrical Engineering degree from the Georgia Institute
of Technology.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

         The following table sets forth certain summary information with respect
to the compensation earned for services rendered by our Chief Executive Officer
and four other most highly compensated executive officers (collectively, the
"Named Executive Officers") for the fiscal years ended December 31, 2001, 2000
and 1999.

<TABLE>
<CAPTION>


                                               Summary Compensation Table

                                                                                                      Long-Term
                                                                Annual Compensation               Compensation Awards
                                                          ---------------------------------     ------------------------
                                                                                                 Number of Securities
     Name and Principal Position             Year             Salary            Bonus(1)          Underlying Options
     --------------------------------    -------------    ---------------    --------------     ------------------------
     <S>                                 <C>              <C>                <C>                <C>
     David P. Moran(2)                       2001           $ 92,000            $65,000              1,000,000
        President and Chief                  2000                  0                  0                      0
         Executive Officer                   1999                  0                  0                      0

     John C. Bacon(3)                        2001            250,000                  0                      0
        Chairman, Director                   2000            285,000                  0                      0
         former President & CEO              1999            285,000                  0                      0

     David G. Gibson                         2001            131,000             74,000                 40,000
        Vice President - Sales               2000            105,000             45,000                 45,000
                                             1999            105,000             58,000                 25,000

     Burton M. Smith                         2001            153,000             24,000                 30,000
        Vice President - Strategic           2000            132,000             37,000                 45,000
         Alliances                           1999            125,000             45,000                 25,000

     Haines H. Hargrett                      2001            143,000             14,000                 40,000
        Chief Financial Officer,             2000            134,000             11,000                 35,000
         Secretary & Treasurer               1999            134,000                  0                 25,000

     Ernest W. Quarles                       2001            132,000             33,000                 50,000
        Vice President -                     2000            109,000             20,000                 65,000
         Development                         1999            102,000             13,000                 55,000
</TABLE>

-----------------------
(1)  Bonuses are for services rendered in the fiscal year indicated. In
     accordance with the rules of the Securities and Exchange Commission, other
     compensation in the form of perquisites and other personal benefits has
     been omitted because such perquisites and other personal benefits
     constituted less than the lesser of $50,000 or 10% of the total annual
     salary and bonus for the Named Executive Officer for such year.

(2)  Mr. Moran joined us in September 2001 as President and Chief Executive
     Officer.

(3)  Mr. Bacon resigned from his Position as President and Chief Executive
     Officer in September 2001.  Mr. Bacon continues to serve as one of our
     Directors, and was elected as Chairman of the Board in September 2001.


<PAGE>

Option Grants in Last Fiscal Year

         The following table sets forth information concerning options granted
to the Named Executive Officers during the year ended December 31, 2001:

<TABLE>
<CAPTION>

                                                                   Individual Grants
                           ----------------------------------------------------------------------------------------
                             Number of       Percent of                                     Potential Realizable
                            Securities      Total Options    Exercise or                   Value at Assumed Annual
                            Underlying        Granted to      Base Price                  Rates of Appreciation for
                              Options         Employees          Per       Expiration          Option Term(2)
Name                          Granted          In 2001         Share(1)       Date           5%               10%
----                       ------------     -------------    -----------   -----------    --------------------------
<S>                        <C>              <C>              <C>           <C>            <C>              <C>
David P. Moran(3)          1,000,000(1)          66%            $0.89          9/3/11          559,716     1,418,431
John C. Bacon                      0              0%             0.00            NA                  0             0
Burton M. Smith               30,000(2)           2%             1.85         2/15/11           34,904        88,453
David G. Gibson               40,000(2)           3%             1.85         2/15/11           46,538       117,937
Haines H. Hargrett            40,000(2)           3%             1.85         2/15/11           46,538       117,937
Ernest W. Quarles             50,000(2)           3%             1.85         2/15/11           58,173       147,421
</TABLE>

-----------------------
(1)  Options were granted with an exercise price equal to or above the fair
     market value of the Common Stock on the date of grant as determined by the
     Board of Directors.

(2)  This column shows the hypothetical gain or option spreads of the options
     granted based on assumed annual compound stock appreciation rates of 5% and
     10% over the full terms of the options. The 5% and 10% assumed rates of
     appreciation are mandated by the rules of the Securities and Exchange
     Commission and do not represent our estimate or projection of future Common
     Stock prices. Actual gains, if any, are dependent upon the timing of
     exercise and the future performance of our Common Stock.

(3)  Mr. Moran joined us in September 2001 as President and Chief Executive
     Officer.

Option Exercises in Last Fiscal Year and Year-End Option Values

         The following table sets forth the aggregate dollar value of all
options exercised and the total number of unexercised options held by the named
Executive Officers, on December 31, 2001:

<TABLE>
<CAPTION>
                                                       Number of Securities Underlying         Value of Unexercised
                                                            Unexercised Options at            In-the-Money Options at
                             Shares                           December 31, 2001                December 31, 2001(2)
                            Acquired      Value               -----------------                --------------------
          Name            on Exercise   Realized(1)     Exercisable     Unexercisable       Exercisable   Unexercisable
          ----            -----------   -----------     -----------     -------------       -----------   -------------
<S>                       <C>           <C>             <C>             <C>                 <C>           <C>
John C. Bacon                 0             0           1,300,000                  0             0               0
Burton M. Smith               0             0             145,000             75,000             0               0
David G. Gibson               0             0             148,000             42,000             0               0
Haines H. Hargrett            0             0             122,000             38,000             0               0
Ernest W. Quarles             0             0             134,000             55,000             0               0
</TABLE>
---------------------------
(1)  Amounts disclosed in the column do not reflect amounts actually received by
     the Named Executive Officers but are calculated based on the difference
     between the fair market value on the date of exercise of the options and
     the exercise price of the options. The Named Executive Officers will
     receive cash only if and when they sell the common stock issued upon
     exercise of the options, and the amount of cash received by such
     individuals is dependent on the price of the common stock at the time of
     such sale as well as federal and state income taxes and the expenses of
     option exercises and sales of stock.

(2)  The closing price for our common stock as reported by the Oslo Stock
     Exchange on December 31, 2001 was $0.38. The value is calculated by the
     excess of the year-end value of $0.38 over the option exercise price,
     multiplied by the number of shares of common stock underlying the option.

Employment Contracts and Termination and Change in Control Arrangements

         In September 2001, we entered into an employment agreement with Mr.
Moran who serves as our President and Chief Executive Officer. The employment
agreement provides for a base salary of $275,000 per annum, a signing bonus,
which was paid upon his joining us of $25,000, and annual bonuses to be paid
upon the accomplishment of goals as established by the Board of Directors.
Pursuant to the Agreement, Mr. Moran was granted stock options pursuant to our
2001 Stock Option Plan for 1,000,000 shares, vesting ratably over a three year
period at the exercise price per share of our Common Stock equal to the closing
price of our Common Stock traded on the Oslo Stock Exchange as of the date of
his employment, $0.89 per share. The agreement further provides that Mr. Moran
is entitled to receive a cash bonus in the event of a Change in Control as
defined in the agreement. The term of the employment agreement is two years. If
we terminate Mr. Moran's employment without cause prior to the expiration of
the


<PAGE>


employment agreement, we would be required to continue to pay Mr. Moran an
amount equal to his monthly salary at the then current rate for a period of 12
months.

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         Our Board of Directors has established the Compensation Committee of
the Board to assist the Board in its administration of our compensation
programs. The Committee is comprised of two directors: John R. Festa and Asmund
R. Sl0gedal. The Committee is responsible for: (i) recommending the most
effective total executive compensation strategy based upon our business needs
and consistent with shareholders' interests; (ii) monitoring corporate
performance and its relationship to compensation of executive officers; and
(iii) making appropriate recommendations concerning matters of executive
compensation.

Compensation Philosophy

         The policies of the Board and the Committee with respect to executive
officers, including the Chief Executive Officer, are to provide compensation
sufficient to attract, motivate, and retain executives of outstanding ability
and potential. To emphasize sustained performance of our executive officers, the
Board has considered ways to align executive compensation with the creation of
shareholder value. The Board's policies are implemented using a mix of the
following key elements:

     1.  We pay base salaries that are generally competitive with other leading
         software companies with which we compete for talent. To ensure that our
         salaries are sufficient to attract and retain highly qualified
         executives and other key employees, we regularly compare our salaries
         with those of our competitors and sets salary parameters based on this
         review;

     2.  We pay cash bonuses based on the achievement of financial and operating
         goals and high levels of performance; and 3. We provide significant
         equity-based incentives pursuant to our 2001 Option Plan to ensure that
         our executive officers, directors and key employees are motivated to
         achieve our long-term goals.

     3.  We provide significant equity-based incentives pursuant to our 2001
         Option Plan to ensure that our executive officers, directors and key
         employees are motivated to achieve our long-term goals.

Base Salary

         The Committee recognizes the importance of maintaining compensation
practices and levels of compensation competitive with other leading software
companies with which we compete for personnel. Base salary represents the fixed
component of the executive compensation program. Base salary levels are
established based on an annual review of executive salary levels at similar
software companies and on the basis of individual performance. Periodic
increases in base salary are the result of individual contributions evaluated
against established annual long-term performance objectives and an annual salary
survey of comparable companies in our industry. Base salaries for some of our
executives were increased during 2001 and we believe they are competitive with
comparable companies.

Cash Bonuses

         Cash bonus awards are another component of our compensation program and
are designed to reward our executives and other senior managers for assisting us
in achieving our operational goals through exemplary individual performance.
Bonuses, if any, are both linked to the achievement of specified individual and
corporate goals as well as a review of personal performance that is determined
at the discretion of the Board or the Committee.

Equity Compensation

         Our 2001 Option Plan has been established to provide all employees,
including our executive officers, with an opportunity to share, along with our
shareholders, in our long-term performance. The Committee strongly believes that
a primary goal of the compensation program should be to provide key employees
who have significant responsibility for our management, growth, and future
success with an opportunity to increase their ownership of the Company and
potentially gain financially from increases in the price of our Common Stock.
The interests of shareholders, executives, and employees should thereby be
closely aligned. The exercise price of incentive stock options granted under the
2001 Option Plan must be at least equal to fair market value at the date of
grant, whereas non-qualified stock options granted under these plans may be at
an exercise price less than the fair market value of the Common Stock on the
date of the grant. The options generally vest over a period of three years and
expire not more than ten years from the date of grant.

Chief Executive Officer Compensation

         The Committee uses the procedures described above in recommending the
annual salary, bonus, and stock option awards for our Chief Executive Officer.
David Moran was elected as our Chief Executive Officer effective September 2001.
Pursuant to Mr. Moran's employment agreement with us, he receives $275,000 in
annual base salary. Also, pursuant to his employment agreement, Mr.

<PAGE>

Moran received a bonus of $25,000 that was paid upon his joining us in September
2001. In addition, Mr. Moran is entitled to receive a cash bonus in the event of
a Change in Control of us (as defined by Mr. Moran's employment agreement).

         John C. Bacon was elected as our Chief Executive Officer effective
February 1998 and served until September 2001. Pursuant to Mr. Bacon's
employment agreement with us, he received $191,000 in annual base salary through
August 2001. Mr. Bacon's 2001 compensation package was appropriate and
consistent with his performance during 2001, as well as within the range of
comparable companies.

         Under our executive compensation program, the total compensation mix
for senior executives emphasizes long-term rewards in the form of stock options.
See "Executive Compensation -- Option Grants in Last Fiscal Year" and
"--Employment Contracts and Termination and Change-in-Control Arrangements"
elsewhere herein for information concerning options granted to our executive
officers during 2001.

         Section 162(m) of the Code limits us to a deduction for federal income
tax purposes of no more than $1 million of compensation paid to certain Named
Executive Officers in a taxable year. Compensation above $1 million may be
deducted if it is "performance-based compensation" with the meaning of the Code.
The Committee has determined to satisfy the requirements for "performance-based
compensation" with respect to compensation awarded to our Named Executive
Officers whenever possible and to the extent then practicable.

Directors' Compensation

         Our Directors who are not also our employees ("Non-employee Directors")
currently receive no cash compensation from us, but are reimbursed for their
out-of-pocket expenses for attending each meeting of the Board of Directors.
Directors who are our employees do not receive any additional compensation for
their services as directors. Non-employee Directors are eligible to receive
options under our 2001 Stock Option Plan.

Stock Price Performance

        Set forth below is a line graph indicating the stock price performance
of our common stock for the period beginning June 23, 1998 (when our common
stock became registered under Section 12 of the Securities and Exchange Act of
1934, as amended) through December 31, 2001, against the cumulative shareholder
return during each period achieved by the Oslo Stock Exchange's Information
Technology Index and Software Services Index. The graph assumes that $1.00 was
invested at the beginning of the period and has been adjusted for any dividends
distributed after June 23, 1998. No cash dividends have been paid by us during
this period.

<PAGE>


                          Stock Performance Chart Data

<TABLE>
<CAPTION>
Name                              06/23/98    09/30/98    12/31/98    03/31/99    06/30/99    09/30/99    12/31/99
----                              --------    --------    --------    --------    --------    --------    --------
<S>                               <C>         <C>         <C>         <C>         <C>         <C>         <C>
Chart Data
                                   Jun-98      Sep-98      Dec-98      Mar-99       Jun-99      Sep-99      Dec-99
  OSE Information Technology         1.00        0.63        0.71        0.73         0.77        0.80        1.14
  OSE Software & Services            1.00        0.68        0.73        0.81         0.90        0.93        1.64
       MediaBin                      1.00        0.28        0.18        0.29         0.28        0.21        0.29
</TABLE>


<TABLE>
<CAPTION>
Name                              03/31/00    06/30/00    09/30/00    12/31/00    03/31/01    06/30/01    09/30/01    12/31/01
----                              --------    --------    --------    --------    --------    --------    --------    --------
<S>                               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Chart Data
                                   Mar-00      Jun-00      Sep-00      Dec-00       Mar-01      Jun-01      Sep-01      Dec-01
  OSE Information Technology         1.47        1.09        1.08        0.78         0.71        0.49        0.28        0.43
  OSE Software & Services            1.84        1.48        1.79        1.13         1.06        0.89        0.59        0.83
       MediaBin                      0.72        0.66        0.76        0.41         0.42        0.26        0.17        0.12

</TABLE>

         This Stock Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating this Annual Report into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended (collectively the "Acts"), except to the extent that we
specifically incorporate this information by reference, and shall not otherwise
be deemed filed under such Acts.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, as of February 28, 2002, the beneficial
ownership of our outstanding Common Stock of (i) each person known us to own
beneficially more than 5% of our outstanding Common Stock, (ii) our Chief
Executive Officer(s) and each of our four most highly compensated executive
officers during 2001, (iii) each of our directors, and (iv) all executive
officers and directors as a group:

<PAGE>

<TABLE>
<CAPTION>

                                                    Common Stock Beneficially Owned(2)
                                              ---------------------------------------------
Name and Address of                              Number of Shares of
Beneficial Owners(1)                               Common Stock        Percentage of Class
--------------------                         ----------------------   -------------------
<S>                                           <C>                      <C>
David P. Moran(3)                                        166,700                *
John C. Bacon(4)                                       1,300,000               6.9%
Asmund R. Sgedal(5)                                      148,000                *
John R. Festa(6)                                         830,100               4.5 %
Terje Mikalsen(7)                                      3,650,000              20.8%
David G. Gibson(8)                                       148,300                *
Haines H. Hargrett(9)                                    146,700                *
Ernest W. Quarles(10)                                    136,600                *
Burton M. Smith(11)                                      150,000                *
Venturos AS(7)                                         3,650,000              20.8%
Glastad Holding, Ltd                                   2,139,700              12.2%
Brovigtank A/S                                         1,357,700               7.7%

All executive officers and directors                   6,904,700              33.5%
  as a group (9 persons)
</TABLE>
---------------------
*Less than 1% of the outstanding Common Stock
(1)    Beneficial ownership is determined in accordance with the rules of the
       Securities and Exchange Commission and generally includes voting or
       investment power with respect to securities. Except as indicated by
       footnote, the persons named in the table above have sole voting and
       investment power with respect to all shares of Common Stock shown as
       beneficially owned by them. Percentage of beneficial ownership is based
       on 17,529,607 shares of Common Stock outstanding as of February 28, 2002.
       The business address of each beneficial owner other than Venturos AS,
       Cera Limited, and Brovigtank A/S, is c/o MediaBin, Inc., 7 Piedmont
       Center Suite 600, Atlanta, Georgia 30305-1530. The business address of
       Venturos AS is P.O. Box 113, 4551 Farsund, Norway. The business address
       of Glastad Holding, Ltd. is 10 Stratton Street, 4th Floor, London WIX
       4EJ, England. The business address of Brovigtank A/S is Radhusgt-5B, 0151
       Oslo, Norway.

(2)    Includes shares of Common Stock subject to options that may be exercised
       within 60 days of February 28, 2002. Such shares are deemed to be
       outstanding for the purposes of computing the percentage ownership of the
       individual holding such shares, but are not deemed outstanding for
       purposes of computing the percentage of any other person shown in the
       table.

(3)    Includes options to purchase 166,700 shares of Common Stock.

(4)    Includes options to purchase 1,300,000 shares of Common Stock.

(5)    Includes options to purchase 40,000 shares of Common Stock.

(6)    Includes options to purchase 830,100 shares of Common Stock.

(7)    Includes 3,300,000 shares held by Venturos AS and 350,000 shares held by
       Teto Invest V AS, as to which Mr. Mikalsen disclaims ownership.

(8)    Includes options to 148,300 shares of Common Stock.

(9)    Includes options to purchase 121,700 shares of Common Stock.

(10)   Includes options to purchase 133,600 shares of Common Stock.

(11)   Includes options to purchase 145,000 shares of Common Stock.

      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities and Exchange Act of 1934, as amended
("Exchange Act"), requires our officers and directors and persons who own more
than 10% of the Common Stock to file reports of beneficial ownership and changes
in beneficial ownership of Common Stock and any other of our equity securities
with the Securities and Exchange Commission. Officers, directors, and greater
than 10% shareholders are required by the Securities and Exchange Commission to
furnish us with copies of all such forms they file.

         Based solely on a review of the copies of the forms that it has
received, we believe that our officers, directors, and greater than 10%
beneficial owners complied with all of the Section 16(a) filing requirements in
2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During 2000 and 2001, we entered into loan agreements with Venturos AS,
a shareholder controlled by Mr. Terje Mikalsen, a member of our Board of
Directors, and with Glastad Holding, Ltd., another of our shareholders (the
"Lenders"). Under these agreements, we have borrowed a total of $9,433,825 for a
term of four years. The terms of the loans call for us to pay interest at the
rate of prime plus 1%. Principal payments begin March 2002 and are to be paid in
quarterly installments through 2004. In the event that we successfully complete
a private placement or public offering of common stock raising funds greater
than $2,000,000, then the

<PAGE>

Lenders automatically will convert $6,683,825 of the loans and have the option
to convert the $2,750,000 remaining balance of the loans into shares of common
stock at 75% of the private placement or public offering price.

         During 2001, we entered into loan agreements with Venturos AS, under
which we borrowed a total of $2,375,000. The terms of the loans call for us to
pay interest at the rate of prime plus 1%. Principal payment is due in full in
March 2002. $1,775,000 of this loan has been repaid subsequent to year-end.

<PAGE>

                                     PART IV

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

     (a) The following documents are filed as part of this report:

         1.  Financial Statements

         The financial statements of MediaBin, Inc. and reports of independent
auditors as set forth under Item 8 of this report on Form 10-K are incorporated
by reference herein.

         2.  Financial Statement Schedules

         The financial statement schedules of MediaBin, Inc. are included as a
separate part of this report.

     (b) Reports on Form 8-K. None.

     (c) Exhibits. The following exhibits are filed as part of, or are
         incorporated by reference into, this report on Form 10-K:

    Exhibit
    Number                            Description
    -------    -----------------------------------------------------------------
      3.1      Amended and Restated Articles of Incorporation of the Registrant
               (incorporated by reference to Exhibit 3.1 to the Annual Report on
               Form 10-K for the year ended December 31, 1999 (File No.
               000-24087) filed on March 30, 2000)

      3.2      Restated Bylaws of the Registrant (incorporated by reference to
               Exhibit 3.2 to our Registration Statement on Form 10 (File No.
               000-24087) filed on April 24, 1998, as amended)

      3.3      Articles of Amendment to Amended and Restated Articles of
               Incorporation (incorporated by reference to Exhibit 3.3 to Form
               10-Q for the Quarter ended March 31, 2001 (File No. 000-24087)
               filed on May 7, 2001)

      4.1      Warrant for the Purchase of Shares of Common Stock of the
               Registrant issued to Mosvold Farsund AS dated May 31, 1996
               (incorporated by reference to Exhibit 4.1 to our Registration
               Statement on Form 10 (File No. 000-24087) filed on April 24,
               1998, as amended)

     10.1      Lease between California State Teachers' Retirement System and
               the Registrant dated January 31, 1995 for premises situated at
               3525 Piedmont Road, N.E., Seven Piedmont Center, Suite 600,
               Atlanta, Georgia 30305 (incorporated by reference to Exhibit 10.1
               to our Registration Statement on Form 10 (File No. 000-24087)
               filed on April 24, 1998, as amended)

     10.2      Lease between T.A. Fisher & Sons Limited and Iterated Systems
               Limited dated June 27, 1997 relating to land and office buildings
               forming Unit No. 32 at Wellington Business Park, Dukes Ride,
               Crowthorne, Berkshire (incorporated by reference to Exhibit 10.2
               to our Registration Statement on Form 10 (File No. 000-24087)
               filed on April 24, 1998, as amended)

     10.3      Employment Agreement between the Registrant and Alan D. Sloan,
               dated May 1, 1994, as amended (incorporated by reference to
               Exhibit 10.4 to our Registration Statement on Form 10 (File No.
               000-24087) filed on April 24, 1998, as amended.

     10.4      MediaBin, Inc. (f/k/a Iterated Systems, Inc.) 1994 Amended and
               Restated Stock Option Plan (incorporated by reference to Exhibit
               10.5 to our Registration Statement on Form 10 (File No.
               000-24087) filed on April 24, 1998, as amended)

     10.5      MediaBin, Inc. (f/k/a Iterated Systems, Inc.) Amended and
               Restated 1994 Directors Stock Option Plan (incorporated by
               reference to Exhibit 10.6 to our Registration Statement on Form
               10 (File No. 000-24087) filed on April 24, 1998, as amended)

     10.6      Employment Agreement between the Registrant and David P. Moran
               dated July 31, 2001 (incorporated by reference to Exhibit 10.1 to
               our Form 10-Q (File No. 000-24087) filed on August 13, 2001.

     10.7      MediaBin, Inc. 2001 Stock Option Plan as adopted by our
               Shareholders May 9, 2001.

     10.8      Loan Agreement between Registrant and Venturos Holding AS dated
               March 23, 2000.

     10.9      Loan Agreement between Registrant and Venturos Holding AS dated
               October 11, 2000.

     10.10     Loan Agreement between Registrant and Venturos Holding AS dated
               December 28, 2000.

     10.11     Loan Agreement between Registrant and Venturos Holding AS dated
               April 4, 2001.

     10.12     Loan Agreement between Registrant and Venturos Holding AS dated
               June 21, 2001.

     10.13     Amendment to Promissory Note between Registrant and Venturos
               Holding AS dated September 18, 2001.

     10.14     Amendment to Promissory Note between Registrant and Venturos
               Holding AS dated September 28, 2001.

     10.15     Loan Agreement between Registrant and Venturos Holding AS dated
               September 28, 2001.

     10.16     Loan Agreement between Registrant and Venturos AS dated November
               12, 2001.

     10.17     Amendment to Promissory Notes Deferral of Interest Payments
               between Registrant and Venturos AS dated December 31, 2001.

<PAGE>

    Exhibit
    Number                            Description
    -------    -----------------------------------------------------------------
     10.18     Amendment to Promissory Notes Deferral of Principal Payments
               between Registrant and Venturos AS dated December 31, 2001

     10.19     Loan Agreement between Registrant and Glastad Capital AS dated
               March 23, 2000.

     10.20     Loan Agreement between Registrant and Glastad Capital AS dated
               October 11, 2000.

     10.21     Loan Agreement between Registrant and Glastad Capital AS dated
               June 21, 2001.

     10.22     Amendment to Promissory Note between Registrant and Glastad
               Capital AS dated September 19, 2001.

     10.23     Amendment to Promissory Note between Registrant and Glastad
               Capital AS dated September 28, 2001.

     10.24     Amendment to Promissory Notes Deferral of Interest Payments
               between Registrant and Glastad Holding, Ltd. dated December 31,
               2001

     10.25     Amendment to Promissory Notes Deferral of Principal Payments
               between Registrant and Glastad Holding, Ltd. dated December 31,
               2001

     10.26     Overdraft Credit Facility Between Registrant and Nordea Bank
               Norge ASA dated December 12, 2001.

     10.27     License Agreement between the Registrant and Iconquest, LLC dated
               January 10, 2002.

     10.28     Warrant between the Registrant and Iconquest, LLC dated January
               8, 2002.

     10.29     Warrant Purchase Agreement between the Registrant and Iconquest,
               LLC dated January 8, 2002.

     10.30     Registration Rights Agreement between the Registrant and
               Iconquest, LLC dated January 7, 2002.

     13.1      The following financial information included within the Company's
               Annual Report to Shareholders for the fiscal year ended December
               31, 2001:

                   Report of Independent Auditors
                   Consolidated Balance Sheets as of December 31, 2001 and 2000.
                   Consolidated Statements of Operations for the years ended
                     December 31, 2001, 2000, and 1999.
                   Consolidated Statements of Shareholders' Equity (Deficit)
                     and Comprehensive Loss for the years ended December 31,
                     2001, 2000, and 1999.
                   Consolidated Statements of Cash Flows for the years ended
                     December 31, 2001, 2000, and 1999.
                   Notes to Consolidated Financial Statements.

     21        Subsidiaries of the Registrant (incorporated by reference to
               Exhibit 21 to our Registration Statement on Form 10 (File No.
               000-24087) filed on April 24, 1998, as amended)

     23.1      Consent and Report as to Schedule of PricewaterhouseCoopers LLP,
               Independent Accountants

     23.2      Consent and Report as to Schedule of Ernst & Young LLP,
               Independent Auditors

     99.1      Risk Factors

     (d)       Financial Statement Schedules.

         The following Financial Statement Schedule of MediaBin, Inc. for the
years ended December 31, 2001, 2000 and 1999 is filed as a part of this report
on Form 10-K and should be read in conjunction with the financial statements,
and related notes thereto, of MediaBin, Inc.

                                  MediaBin, Inc.
                                   Schedule II
                        Valuation and Qualifying Accounts
                                 (in thousands)

           Valuation and Qualifying Accounts which are Deducted in the
                Balance Sheet from the Assets to which They Apply

<TABLE>
<CAPTION>
                                                                  Additions
                                                        ----------------------------------
                                        Balance at         Charged to         Charged to
                                        Beginning          Costs and            Other                           Balance at
                                         of Year            Expenses           Accounts       Deductions        End of Year
                                       -------------    -----------------    -------------   --------------    --------------
<S>                                    <C>              <C>                  <C>             <C>               <C>
Allowance for doubtful
accounts:
  Year Ended:
   December 31, 2001                       $29                 $39               $0              $(39)               $29
   December 31, 2000                         5                  24                0                (0)                29
   December 31, 1999                         6                  24                0               (25)                 5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                    Additions
                                                        ----------------------------------
                                        Balance at         Charged to         Charged to

                                        Beginning          Costs and            Other                           Balance at
                                         of Year            Expenses           Accounts       Deductions        End of Year
                                       -------------    -----------------    -------------   --------------    --------------
<S>                                    <C>              <C>                  <C>             <C>               <C>
Valuation allowance for deferred
 income tax assets:
  Year Ended:
   December 31, 2001                     $16,817              $3,550              $ 0            $ 0               $20,367
   December 31, 2000                      14,154               2,663                0              0                16,817
   December 31, 1999                      10,985               3,169                0              0                14,154
</TABLE>


<PAGE>

                                   Signatures

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K report for
the period ending December 31, 2001 to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 MediaBin, Inc.

                                By: /s/ David Moran
                                   ---------------------------------------
                                   David P. Moran
                                   President and Chief Executive Officer
                                  (Principal Executive Officer)


         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 in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

                   Signature                             Title                              Date
       <S>                                  <C>                                        <C>
       /s/ David P. Moran
       --------------------------------     President, Chief Executive                 March 29, 2002
       David P. Moran                       Officer;
                                            Pincipal Executive Officer)

       /s/ Haines H. Hargrett
       --------------------------------     Chief Financial Officer,                   March 29, 2002
       Haines H. Hargrett                   (Principal Financial Officer;
                                            Principal Accounting Officer)

       /s/ John C. Bacon
       ---------------------------------    Director and Chairman of the               March 29, 2002
       John C. Bacon                        Board of Directors

       /s/ John R. Festa
       ---------------------------------    Director and Vice Chairman of              March 29, 2002
       John R. Festa                        the Board of Directors

       /s/ Terje Mikalsen
       ---------------------------------    Director                                   March 29, 2002
       Terje Mikalsen

       /s/ Asmund R. Slogedal
       ---------------------------------    Director                                   March 29, 2002
       Asmund R. Slogedal
</TABLE>

<PAGE>



                                 MediaBin, Inc.
                        Consolidated Financial Statements

                  Years ended December 31, 2001, 2000, and 1999




                                    Contents

Report of Independent Accountants .......................................... F-2
Report of Independent Auditors ............................................. F-3

Audited Consolidated Financial Statements

Consolidated Balance Sheets ................................................ F-4
Consolidated Statements of Operations ...................................... F-5
Consolidated Statements of Shareholders'
Equity (Deficit) and Comprehensive Loss .................................... F-6
Consolidated Statements of Cash Flows ...................................... F-7
Notes to Consolidated Financial Statements ................................. F-8



                                       F-1

<PAGE>

                        Report of Independent Accountants

To the Board of Directors and Shareholders
MediaBin, Inc.

In our opinion, the accompanying consolidated balance sheet as of December 31,
2001 and the related consolidated statements of operations, shareholders'
deficit and comprehensive loss and cash flows present fairly, in all material
respects, the financial position of MediaBin, Inc. and it subsidiary at December
31, 2001, and the results of their operations and their cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming
that MediaBin, Inc. will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, MediaBin, Inc. has incurred significant
losses for the past several years and has financed these deficits with loans
from shareholders. These conditions raise substantial doubt about the MediaBin,
Inc.'s ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. These consolidated financial
statements do not include any adjustments that may result from the outcome of
this uncertainty.


/s/ PricewaterhouseCoopers, LLP
Atlanta, GA
March 18, 2002




                                       F-2

<PAGE>

                         Report of Independent Auditors

To the Board of Directors and Shareholders
MediaBin, Inc.

We have audited the accompanying consolidated balance sheet of MediaBin, Inc.,
as of December 31, 2000, and the related consolidated statements of operations,
shareholders' equity (deficit) and comprehensive loss and cash flows for each of
the two years in the period ended December 31, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
MediaBin, Inc. at December 31, 2000, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

The accompanying consolidated financial statements have been prepared assuming
MediaBin, Inc. will continue as a going concern. As more fully described in Note
1, the Company has incurred significant operating losses for the past several
years and has financed these deficits from funds produced from loans from
shareholders. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. These financial statements do not include
any adjustments to reflect the possible future effects on the recoverability of
assets or the amounts and classifications of liabilities that may result from
the outcome of this uncertainty.

                                            /s/ Ernst & Young LLP

Atlanta, Georgia
February 4, 2001


                                       F-3

<PAGE>
                                 MediaBin, Inc.

                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                            December 31,
                                                                        2001          2000
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Assets
Current assets

Cash and equivalents                                                $ 1,030,398     $ 698,908
Accounts receivable, net of reserves for doubtful accounts
of $29,594 and $29,159, respectively                                    624,750       612,513
Prepaid expenses and other assets                                       101,997       111,123
                                                                    -----------   -----------
Total current assets                                                  1,757,145     1,422,544

Property and equipment

Computer equipment and software                                       3,159,381     3,001,767
Furniture and equipment                                                 403,951       403,150
Leasehold improvements                                                  152,056       145,522
                                                                    -----------   -----------
Total property and equipment                                          3,715,388     3,550,439
Accumulated depreciation                                             (3,305,477)   (3,119,901)
                                                                    -----------   -----------
Net property and equipment                                              409,911       430,538

Other assets                                                             21,046        22,101
                                                                    -----------   ------------
Total assets                                                        $ 2,188,102   $ 1,875,183
                                                                    ===========   ===========

Liabilities and shareholders' deficit

Current liabilities

Accounts payable                                                      $ 468,970     $ 505,200
Accrued liabilities                                                     591,828       307,507
Deferred revenue                                                        259,105       105,112
Short term debt                                                       1,338,418             0
Current maturities of loans from shareholders                         5,850,492       708,333
Current maturities of capitalized leases                                  3,640        43,630
Other current liabilities                                               183,406        85,969
                                                                    -----------   -----------
Total current liabilities                                             8,695,859     1,755,751

Non-current liabilities

Loans from shareholders                                               5,958,333     3,791,667
Capitalized leases                                                            0         1,436
                                                                    -----------   -----------
Total non-current liabilities                                         5,958,333     3,793,103

 Shareholders' deficit

Common stock, $.01 par value; Authorized - 40,000,000;
Issued and outstanding - 17,529,607 in both years                       175,297       175,297
Additional paid-in capital                                           31,832,625    31,812,722
Accumulated deficit                                                 (44,474,012)  (35,661,690)
                                                                    -----------   -----------
Total shareholders' deficit                                         (12,466,090)   (3,673,671)
                                                                    -----------   -----------
Total liabilities and shareholders' deficit                         $ 2,188,102   $ 1,875,183
                                                                    ===========   ===========
</TABLE>
                             See accompanying notes.

                                       F-4

<PAGE>
                                 MediaBin, Inc.

                   Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                             2001           2000         1999
                                        ------------    -----------  -----------
<S>                                      <C>              <C>         <C>
Revenue:
     License                            $  1,398,855    $ 1,788,144  $ 1,107,796
     Services                                530,693        582,995      589,571
                                        ------------    -----------  -----------
         Total revenue                     1,929,548      2,371,139    1,697,367

Cost of revenue                            $ 297,615        283,783       91,100
                                        ------------    -----------  -----------

Gross margin                               1,631,933      2,087,356    1,606,267

Operating expenses:

     Sales and marketing                   3,640,891      2,802,715    3,464,032
     Research and development              3,841,540      3,504,161    4,188,283
     General and administrative            2,323,217      1,831,469    2,179,583
                                        ------------    -----------  -----------
         Total operating expenses          9,805,648      8,138,345    9,831,898
                                        ------------    -----------  -----------
Operating loss                            (8,173,715)    (6,050,989)  (8,225,631)

Other income (expense):

     Interest income                          17,543         77,188      219,526
     Interest expense                       (656,149)      (167,478)        (452)
     Foreign currency exchange loss                0              0      (52,308)
                                        ------------    -----------  -----------
         Total other income (expense)       (638,606)       (90,290)     166,766
                                        ------------    -----------  -----------
Net loss                                $ (8,812,321)    (6,141,279) $(8,058,865)
                                        ============    ===========  ===========
Basic and diluted loss per share             $ (0.50)       $ (0.35)     $ (0.61)
                                        ============    ===========  ===========
Weighted average shares
outstanding-basic and diluted             17,529,607     17,528,398   13,310,365
                                        ============    ===========  ===========
</TABLE>
                             See accompanying notes.

                                       F-5

<PAGE>

                                 MediaBin, Inc.
Consolidated Statements of Shareholders' Equity (Deficit) and Comprehensive Loss
<TABLE>
<CAPTION>

                                                                                                Accumulated
                                          Common Stock          Additional                         Other
                                    ------------------------      Paid-In       Accumulated    Comprehensive
                                       Shares         Amount      Capital         Deficit           Loss         Total
                                    -------------------------------------------------------------------------------------
<S>                                 <C>            <C>         <C>           <C>               <C>               <C>
Balance at December 31, 1998        13,073,025     $ 130,730   $ 29,806,036  $ (21,461,546)      $ 43,098     $ 8,518,318
Comprehensive loss:
Net loss                                     0             0              0     (8,058,865)             0      (8,058,865)
Currency translation adjustment              0             0              0              0         43,550          43,550
Comprehensive loss                           0             0              0              0              0      (8,015,315)
Issuance of warrants                         0             0              0              0              0               0
Exercise of stock options                2,500            25            771              0              0             796
Rights Offering of stock, net
of $179,000 of offering costs        4,444,815        44,449      1,998,874              0              0       2,043,323
                                    -------------------------------------------------------------------------------------
Balance at December 31, 1999        17,520,340       175,204     31,805,681    (29,520,411)        86,648       2,547,122
Comprehensive loss:
Net loss                                     0             0              0     (6,141,279)             0      (6,141,279)
Currency translation adjustment              0             0              0              0        (86,648)        (86,648)
Exercise of stock options                1,667            17          3,317              0              0           3,334
Rights offering of stock                 7,600            76          3,724              0              0           3,800
                                    -------------------------------------------------------------------------------------
Balance at December 31, 2000        17,529,607       175,297     31,812,722    (35,661,690)             0      (3,673,671)
Comprehensive loss:
Net loss                                     0             0              0     (8,812,321)             0      (8,812,321)
Issuance of warrants                         0             0         19,902              0              0          19,902
                                    -------------------------------------------------------------------------------------
Balance at December 31, 2001        17,529,607     $ 175,297    $31,832,624   $ (44,474,011)           $ 0   $(12,466,090)
                                    =====================================================================================
</TABLE>

See accompanying notes.
                                       F-6

<PAGE>
                                 MediaBin, Inc.

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                                   2001           2000           1999
                                                               ------------  -------------  -------------
<S>                                                            <C>           <C>            <C>
Operating activities
Net loss                                                       $(8,812,321)  $ (6,141,279)  $ (8,058,865)
Adjustments to reconcile net loss to net cash used
  in operating activities:
      Depreciation and amortization                                186,161        242,073        417,374
      Loss (gain) on disposal of equipment                             901            525         (6,006)
      Foreign currency translation loss                                  0              0         52,308
      Cumulative translation adjustment on disposal
          of foreign subsidiary                                          0        (86,648)             0
      Changes in assets and liabilities:
          Accounts receivable                                      (12,237)      (279,934)      (118,491)
          Prepaid expenses and other assets                         10,181          9,408        114,199
          Accounts payable                                         (36,230)       246,841        104,689
          Accrued expenses                                         284,321       (118,790)        73,211
          Deferred revenue                                         153,993         (1,708)       101,694
          Other liabilities                                        251,165         71,564        (34,572)
                                                               -----------   -------------  -------------
Net cash used in operating activities                           (7,974,066)    (6,057,948)    (7,354,459)

Investing activities
Purchases of property and equipment                               (166,436)      (345,206)      (114,441)
Proceeds from sale of property and equipment                             0         71,414          8,620
Sales of short-term investments                                          0              0      4,270,444
                                                               -----------   -------------  -------------
Net cash provided by (used in) investing activities               (166,436)      (273,792)     4,164,623

Financing activities
Proceeds of loans from shareholders                              7,250,000      4,500,000              0
Proceeds from short term loans                                   1,338,418              0              0
Payments on shareholder loans                                      (75,000)             0              0
Payments on capital lease obligations                              (41,426)       (21,759)        (4,874)
Issuance of common stock                                                 0        262,135      1,789,119
                                                               -----------   -------------  -------------
Net cash provided by financing activities                        8,471,992      4,740,376      1,784,245

Effect of exchange rate fluctuation on cash                              0          1,929        (12,136)
                                                               -----------   -------------  -------------
Increase (decrease) in cash and cash equivalents                   331,490     (1,589,435)    (1,417,727)
Cash and cash equivalents at beginning of period                   698,908      2,288,343      3,706,070
                                                               -----------   -------------  -------------
Cash and cash equivalents at end of period                     $ 1,030,398   $    698,908    $ 2,288,343
                                                               ===========   =============  =============

Supplemental disclosures of cash items
      Interest paid                                            $   363,659   $     81,509    $       452

Non-cash investing and financing activities
      Issuance of common stock in return for subscription
          recievable                                           $         0   $          0     $  255,600
      Issuance of warrants                                     $    19,903   $          0     $        0
      Equipment acquired through capital lease                 $         0   $     66,825     $        0
      Conversion of interest into debt                         $   183,825   $          0              0

See accompanying notes.
</TABLE>
                                       F-7

<PAGE>

                                 MediaBin, Inc.

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1.  Description of Business and Summary of Significant Accounting Policies

Description of Business
MediaBin, Inc. (the "Company" or "we") develops and markets MediaBinTM software
which combines an image database with a powerful image processing engine to
enable customers to catalog, search, retrieve and download images in any format
or size needed.

As shown in the financial statements, we incurred a net loss of $8,812,321 in
2001, and have an accumulated deficit of $44,474,012 at December 31, 2001. We
used cash in operating activities of $7,974,066 in 2001 and $6,057,948 in 2000.
The funding of our operations in 2001 was generated primarily by loans from
shareholders , which has enabled us to meet our obligations despite negative
cash flows. However, we may not be able to depend solely on existing funds or
additional loans from shareholders to meet our planned obligations during 2002.
We will seek to raise additional cash from equity and/or debt in order to fund
operations. We may undertake certain cost cutting measures that could slow down
our research and development efforts. It is not possible to predict the outcome
of our efforts, and there is no assurance that we will be successful in
increasing revenues, reducing costs or obtaining financing sufficient to fund
our operations. These financial statements do not include any adjustments to
reflect the possible future effects on the recoverability of assets or the
amounts and classifications of liabilities that may result from the outcome of
this uncertainty.

Principles of Consolidation
The consolidated financial statements include the accounts of our wholly owned
United Kingdom subsidiary, Iterated Systems, Limited ("ISL"). Significant
intercompany accounts and transactions have been eliminated in consolidation. In
December 2000, we decided to cease operations in the United Kingdom and either
sell ISL or to close it down. In December 2000, we decided to dispose of our
United Kingdom operations and recorded all expected costs of selling or closing
down operations as of December 31, 2000. We do not expect to incur material
costs in the future relating to this disposal.

Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Estimates
are used for, but not limited to, accounting for the allowance for doubtful
accounts, depreciation and amortization period, and capitalized software
development cost.

Cash Equivalents
We consider all highly liquid investments with maturity of three months or less
when purchased to be cash equivalents.

Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization expense
is calculated using the shorter of the lease term or the straight-line method
over the estimated useful lives of the related assets. The cost and accumulated
depreciation of assets under capital lease are $81,000 and $29,200,
respectively, at December 31, 2001. Depreciation of assets recorded under
capital leases is included with depreciation and amortization expense.

            Property Classifications                    Depreciable Life
            Computer Hardware & Software                    3 years
            Furniture and Fixtures                          7 years
            Office Equipment                                5 years
            Leasehold Improvements                   Remaining term of Lease

                                       F-8

<PAGE>
Advertising Costs
Advertising costs are expensed in the period incurred.

Software Development Costs
Statement of Financial Accounting Standards ("SFAS") No. 86, Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed, requires
the capitalization of certain software development costs subsequent to the
establishment of technological feasibility. Research and development
expenditures incurred to establish technological feasibility of a computer
software product are expensed in the period incurred and are included in
research and development expenses in the Statement of Operations. Based upon our
software development process, technological feasibility is established upon the
completion of a working model. Costs incurred by us between completion of a
working model and the point at which the computer software product is ready for
general release has been insignificant.

Revenue Recognition
We recognize software license fee revenue in accordance with AICPA Statement of
Position No. 97-2, "Software Revenue Recognition" ("SOP 97-2"). Accordingly, we
do not recognize revenue from software license agreements unless the product has
been delivered, persuasive evidence of an arrangement exists, the license fee
amount is fixed and determinable and collection of the fee is probable. We
generally sell our products under multiple element arrangements together with
services and software maintenance. In cases where services are not considered
essential to the functionality of the software, and where we have vendor
specific objective evidence of fair value of all the undelivered elements, we
use the residual method to account for the value of the delivered elements.
Where services are considered essential to the functionality of the software, we
use the percentage of completion to account for the services and license fees
using labor hours as the indicator of completeness. Revenue from license fees
subject to customer acceptance clauses are not recognized until formal
acceptance has been received or rights related to customer acceptance clauses
have expired. Revenue from services is recorded as the services are performed.
Revenue from software maintenance contracts is recorded ratably over the term of
the support contract which is typically one year.

Deferred revenues arise primarily as a result of annual billings of software
maintenance fees at the beginning of maintenance terms and billings of software
license fees which do not meet the criteria for recognition under SOP 97-2 as of
the balance sheet date.

Foreign Currency Translation
ISL considers the British pound to be its functional currency. We consider our
functional currency to be the US dollar. ISL's assets and liabilities are
translated at year-end rates of exchange and its revenues and expenses are
translated at the average rates of exchange during the year.

Gains and losses resulting from currency translation are accumulated as a
separate component of shareholders' equity (deficit) and comprehensive loss.
Gains and losses resulting from foreign currency transactions are included in
the determination of net loss. In December 2000, we decided to dispose of our
United Kingdom operations and eliminated accumulated currency translation gains
and losses as a separate component of shareholders' equity (deficit) at December
31, 2000.

Stock Based Compensation
SFAS No. 123, Accounting for Stock Based Compensation ("SFAS 123"), sets forth
accounting and reporting standards for stock based employee compensation plans.
As permitted by SFAS 123, we account for stock option grants in accordance with
APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations ("APB 25"). Accordingly, no compensation expense has been
recognized for stock options granted to employees.

Net Loss Per Share
Basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share includes the impact of
potentially dilutive securities. Because we incurred a net loss for the year,
our

                                       F-9

<PAGE>

potentially dilutive securities were anti-dilutive and, therefore, were not
included in the computation of diluted loss per share.

The dilutive share base for the year ended December 31, 2001 excludes
incremental shares of 5,327,800 related to employee stock options and 1,842,234
related to warrants. Also excluded from the dilutive share base are shares that
might be issued upon the conversion of the loans from shareholders discussed in
Note 3.

Long-Lived Assets
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," requires that long-lived assets and
certain identifiable intangible assets to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The carrying value
of long-lived assets is periodically reviewed by management, and impairment
losses, if any, are recognized when the expected undiscounted future operating
cash flow derived from such assets are less than their carrying value.
Management believes that no such impairments have occurred during the years
ended December 31, 2001 and 2000. If impairment had existed, the amount of such
impairment would be calculated based on the estimated fair value of the asset.

Income Taxes
Deferred taxes are determined based on the difference between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. Valuation
allowances are provided if, based upon the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized.

Recently Issued Accounting Standards.
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142 "Goodwill and Other Intangibles." Under these new standards, the FASB
eliminated accounting for certain mergers and acquisitions as poolings of
interests, eliminated amortization of goodwill and indefinite life intangible
assets, and established new impairment measurement procedures for goodwill. For
us, the standards become effective for all acquisitions completed on or after
June 30, 2001. Changes in financial statement treatment for goodwill and
intangible assets arising from mergers and acquisitions completed prior to June
30, 2001 become effective January 1, 2002. This statement is not expected to
have a current effect on us, as we have not completed any mergers or
acquisitions and have no goodwill recorded in our financial statements. However,
our future acquisitions will be recorded in accordance with this statement.

In June of 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." The statement provides accounting and reporting standards for
recognizing obligations related to asset retirement costs associated with the
retirement of tangible long-lived assets. Under this statement, legal
obligations associated with the retirement of long-lived assets are to be
recognized at their fair value in the period in which they are incurred if a
reasonable estimate of fair value can be made. The fair value of the asset
retirement costs is capitalized as part of the carrying amount of the long-lived
asset and subsequently allocated to expense using a systematic and rational
method over the assets' useful life. Any subsequent changes to the fair value of
the liability due to the passage of time or changes in the amount or timing of
estimated cash flows is recognized as an accretion expense. We will be required
to adopt this statement no later then January 1, 2003. This
statement is not expected to have a material effect on us.

In October of 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which is effective for fiscal years beginning
after December 15, 2001. This statement supercedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." However, it retains the fundamental provisions of SFAS No. 121
for the recognition and measurement of the impairment of long-lived assets to be
held and used and the measurement of long-lived assets to be disposed of by
sale. Impairment on goodwill is not included in the scope of SFAS No. 144 and
will be treated in accordance with the accounting standards established in SFAS
No. 142, "Goodwill and Other Intangible Assets." According to SFAS No. 144,
long-lived assets are measured at the lower of carrying amount or fair value
less cost to sell, whether reported in continuing or discontinued operations.
The statement applies to all long-lived assets, including discontinued
operations,


                                       F-10

<PAGE>

and replaces the provisions of APB Opinion No. 30, "Reporting the Results of
Unusual and Infrequently Occurring Events and Transactions," for the disposal of
segments of a business. We will be required to adopt this statement no later
than January 1, 2002. This statement is not expected to have a material effect
on us.

In November 2001, the FASB's Emerging Issues Task Force reached a consensus on
EITF Issue 01-09, "Accounting for Consideration Given by a Vendor to a Customer
or a Reseller of the Vendor's Products," which is a codification of EITF 00-14,
00-22 and 00-25. This issue presumes that consideration from a vendor to a
customer or reseller of the vendor's products to be a reduction in the selling
prices of the vendor's product and, therefore, should be characterized as a
reduction of revenue when recognized in the vendor's income statement and could
lead to negative revenue under certain circumstances. Revenue reduction is
required unless consideration related to a separate identifiable benefit and the
benefit's fair value can be established. This issue is to be applied
retroactively in the first fiscal quarter ending after December 15, 2001. We
have not yet finalized our evaluation of the effects of this consensus on the
consolidated financial statements. We do not expect this to have a material
impact on our financial statements.

Reclassifications
Certain reclassifications were made to the 2000 and 1999 financial statements to
conform to the 2001 presentation.

2. Financial Instruments
Financial instruments which potentially subject us to significant concentrations
of credit risk consist principally of trade accounts receivable, accounts
payable and notes payable.

We maintain cash and cash equivalents and certain other financial instruments
with various financial institutions. Our policy is designed to limit exposure at
any one institution. Certain balances are in excess of Federal Deposit Insurance
Corporation guaranteed amounts. We perform periodic evaluations of the relative
credit standing of those financial institutions that are considered in our
investment strategy.

The carrying amounts reported in the balance sheets for cash and cash
equivalents, accounts receivable, accounts payable and notes payable approximate
their estimated fair values.

3. Loans
During 2000 and 2001, we entered into loan agreements with Venturos AS, a
shareholder controlled by Mr. Terje Mikalsen, a member of our Board of
Directors, and with Glastad Holding, Ltd., another shareholder of ours (the
"Lenders"). Under these agreements, we have borrowed a total of $9,433,825 for a
term of four years. The terms of the loans call for us to pay interest at the
rate of prime plus 1%. Principal payments begin March 2002 and are to be paid in
quarterly installments through 2004. In the event that we successfully completes
a private placement or public offering of common stock raising funds greater
than $2,000,000, then the Lenders automatically will convert $6,683,825 of the
loans and have the option to convert the $2,750,000 remaining balance of the
loans into shares of common stock at a price equal to 75% of the private
placement or public offering price. At the time of the conversion, a beneficial
conversion charge will be taken by the Company.

During 2001, we entered into loan agreements with Venturos AS, under which we
borrowed a total of $2,375,000. The terms of the loans call for us to pay
interest at the rate of prime plus 1%. Principal payment is due in full in March
2002. $1,775,000 has been repaid subsequent to year-end.

The weighted average interest rate on all of the above loans for 2001 was 7.59%

In the event that the loans are not converted to common stock, principal
payments will be made as follows.

                                       F-11

<PAGE>
                   2002               $ 5,850,492
                   2003                 3,083,333
                   2004                 2,604,167
                   2005                   270,833
                                     ------------
                        Total         $11,808,825
                                     ============

During 2001, we entered into a loan agreement with Nordea Bank Norge ASA
providing a credit facility under which we can draw up to $3,350,000. The loan
is guaranteed by three of our major shareholders. Interest is calculated at the
rate of 1.75% above the bank's base rate for debit call loans (currently 1.79%).
Principal and interest is due December 2002. As of December 31, 2001, $1,338,418
of this credit facility had been utilized. Subsequent to year-end, an additional
$1,950,000 has been drawn down.

4. Leases
We lease certain office furniture, office equipment and office space under
noncancellable agreements. The office equipment lease provides for an extension
of the lease term at fair rental value or a purchase option at fair market
value. Rent expense under all operating leases approximated $458,807, $426,969,
and $511,550 during 2001, 2000, and 1999, respectively. We have leased office
space in Reading, England which has been assigned to a sublessor who has assumed
all of our obligations. In the event the assignee of the assigned lease
defaults, then we are obligated for the lease payments.

Future minimum lease payments under noncancellable leases, with initial lease
terms of at least one year at the time of inception, are as follows at December
31, 2001:
<TABLE>
<CAPTION>
                                                     Capital leases      Operating leases
                                                     ------------------------------------
<S>                                                  <C>                 <C>
2002                                                       $  3,940         $   502,527
2003                                                              0             517,003
2004                                                              0             531,972
2005                                                              0             348,078
2006 and after                                                    0             508,056
                                                          -----------------------------
                                                              3,940           2,407,636
Less: lease assigned                                              0            (820,706)
                                                          -----------------------------
                                                              3,940        $  1,586,930
                                                                           ============
Less: interest included in lease payments                       300
                                                          ---------
Principal amount of capital lease payments                $   3,640
                                                          =========
</TABLE>
5. Common Stock
Our common stock is traded on the Oslo Stock Exchange. We have not registered
any securities for offer or sale with the United States Securities and Exchange
Commission other than shares registered under Form S-8 for our stock option
plans. Our  securities  may not be offered for sale or sold in the United
States, or to or for the account or benefit of any "U.S. person" unless the
securities are registered or an exemption from the registration requirements is
available.

A total of 8,086,134 shares of our common stock are reserved for future issuance
upon the exercise of stock options and warrants. The shares reserved for future
issuance do not include shares that might be issued upon the conversion of the
loans from shareholders discussed in Note 3.

Rights Offering
In November 1999, we conducted a Rights Offering in which rights to purchase
additional shares of common stock were offered to existing shareholders. In
connection with this offering, we issued 4,444,815 shares of common stock with
proceeds to us of $2,043,323, net of expenses of $179,000. Included in these
shares are 510,000 shares of common stock issued in exchange for a subscription
receivable of $255,000 which was paid in January 2000. In January 2000, an
additional 7,600 shares were issued in connection with this offering with net
proceeds to us of $3,800.


                                       F-12

<PAGE>
Warrants
In June 2001, we received services from a vendor valued at $39,600, half of
which was paid in cash and half was satisfied by the issuance of 44,625 warrants
with an exercise price of $1.11 per share and a term of four years. The fair
value, according to the Black-Scholes pricing model, is consistent with the
value of the services received.

We have received services in 2001 from a vendor valued at $74,000, half of which
is to be paid in cash and half is to be satisfied by the issuance of warrants.
At December 31, 2001, the number of warrants to be issued had not been
determined. A liability of $74,000 has been recorded for the value of services
received to be settled with cash and warrants based on the value of the
services.

6. Stock Option Plans
Our 1994 Amended and Restated Stock Option Plan and 2001 Stock Option Plan
(collectively the "Plans") provide for the granting of either incentive or
nonqualified options to our employees or key persons as defined by the Plans.
The terms and conditions of options granted under the Plans, including the
number of shares, the exercise price and the time at which such options become
exercisable are determined by the Board of Directors, but the term may not
exceed 10 years.

We granted 1,503,000, 911,550 and 495,000 options under the Plans during 2001,
2000 and 1999, respectively, at exercise prices ranging from $0.40 to $1.85 per
share. At December 31, 2001, 776,100 options are available for future grants
under the Plans and we have reserved 6,063,900 shares for issuance under the
Plans.

Our 1994 Directors Stock Option Plan provides for the grant of up to 180,000
options to non-employee directors. At December 31, 2001, 140,000 options are
available for future grants under this plan and we have reserved 180,000 shares
for issuance under this plan at December 31, 2001.

A summary of stock option activity under the plans described above follows:
<TABLE>
<CAPTION>
                                                                                          Weighted
                                                       Number of           Price           Average
                                                         Shares          Per Share          Price
                                                      --------------------------------------------
<S>                                                   <C>              <C>                 <C>
Outstanding options at December 31, 1998               3,203,900       $0.32   - $8.00      $4.40
            Options granted                              495,000        1.00   -  2.00       1.99
            Options exercised                             (2,500)       0.32   -  0.32       0.32
            Options forfeited                           (404,000)       2.00   -  6.00       4.58
                                                      --------------------------------------------
Outstanding options at December 31, 1999               3,292,400        0.32   -  8.00       4.22
            Options granted                              911,500        1.63   -  2.70       1.72
            Options exercised                             (1,667)       2.00   -  2.00       2.00
            Options forfeited                           (128,333)       1.00   -  2.10       1.76
                                                      --------------------------------------------
Outstanding options at December 31, 2000               4,073,900        0.32   -  8.00       3.74
                                                      --------------------------------------------
            Options granted                            1,503,000        0.40   -  1.85       1.11
            Options exercised                                  0        0.00   -  0.00       0.00
            Options forfeited                           (249,100)       0.31   -  6.00       2.07
                                                      --------------------------------------------
Outstanding options at December 31, 2001               5,327,800     $  0.40   -  8.00  $    3.07
                                                      --------------------------------------------
</TABLE>

                                       F-13

<PAGE>

The following table summarizes information concerning outstanding and
exercisable options at December 31, 2001:
<TABLE>
<CAPTION>
                             Options Outstanding                        Options Exercisable
                        ----------------------------------     ------------------------------------
                                              Weighted
                                              Average
                                             Remaining                                 Weighted
 Range of Exercise         Number           Contractual             Number              Average
      Prices            Outstanding             Life             Exercisable         Exercise Price
--------------------    --------------    ----------------     -----------------    ---------------
<S>                     <C>               <C>                  <C>                  <C>
$0.40   - $0.99          1,079,000               10                        0           $  0.00
 1.00   -  1.99          1,851,000                9                  910,700              1.92
 2.00   -  4.99          2,093,400                6                2,024,100              4.90
 5.00   -  8.00            304,400                4                  304,400              6.58
                        --------------    ----------------     -----------------    ---------------
       Total             5,327,800                7                3,329,200           $  4.22
                        ==============    ================     =================    ===============
</TABLE>

Pro forma information regarding net income is required by SFAS 123, which also
requires that the information be determined as if we have accounted for our
employee stock options granted subsequent to December 31, 1994 under the fair
value method. The fair values for these options were estimated at the dates of
grant using the Black-Scholes method, with the following weighted-average
assumptions for 2001, 2000 and 1999; risk-free interest rates of 4.50%, 6.60%,
and 5.40%, respectively; no dividend yield; volatility of 0.93 in 2001, 1.17 in
2000 and 3.33 in 1999; and a weighted-average expected life of 6 years.

For purposes of pro forma disclosures, the estimated fair values of the options
are amortized to expense over the options' vesting periods. Our pro forma net
loss, assuming SFAS 123 had been adopted, would have been approximately
$9,975,900, $7,271,000 and $8,742,000, during 2001, 2000 and 1999, respectively.
Our pro forma net loss per share, assuming Statement 123 had been adopted, would
have been $0.57, $0.41 and $0.66 during 2001, 2000 and 1999, respectively.

The weighted-average fair values of options granted for the years ended December
31, 2001, 2000 and 1999 were $1.16, $1.51 and $0.95, respectively.

7. Segment Information
In accordance with the requirements of Statement of Financial Accounting
Standards Board No. 131, "Segment Reporting", we have previously reported two
operating segments as management reviewed information related to the performance
of our two geographic areas of operation, the United States and the United
Kingdom. In December 2000, we chose to close the operations of the operation in
the United Kingdom and recorded all costs to close the operation as of December
31, 2000. The closing of the United Kingdom did not meet the criteria for
recognition as a discontinued operation. Accordingly, we now report only one
operating segment. Information related to the two operating segments reported
during 2000 and 1999 are as follows (the net assets of the United Kingdom
operation exclude intercompany accounts payable to the Company):

                                       F-14

<PAGE>
                                      Year ended December 31,
                                     2000                 1999
                                --------------------------------
Operating revenue

   United States                $ 2,190,100          $ 1,680,000
   United Kingdom                   181,000               17,000
                                --------------------------------
Total                           $ 2,371,100          $ 1,697,000
                                ================================

Net loss

   United States                $ 6,116,300          $ 7,467,000
   United Kingdom                    25,000              592,000
                                --------------------------------
Total                           $ 6,141,300          $ 8,059,000
                                ================================

Identifiable assets

   United States                $ 1,849,000          $ 3,217,000
   United Kingdom                    26,000              136,000
                                --------------------------------
Total                           $ 1,875,000          $ 3,353,000
                                ================================

Major Customers
Several customers of the domestic operating segment comprised a significant
portion of consolidated revenues in each year. During 2001, revenues from a
software sales and consulting firm were $213,750. During 2000, revenues from
three software development companies and a major automobile manufacturer were
$680,000, $476,000, $251,000 and $280,000, respectively. During 1999, revenues
were derived from a government agency, a major automobile manufacturer and a
video transmission company in the amounts of $224,000, $373,000 and $600,000,
respectively.

8. Income Taxes
Loss from operations before income tax benefit consists of the following:

                                        2001          2000
                                        ----          ----

         U.S. operations .........  $ (8,804,000)  $ (6,116,000)
         Foreign operations ......        (8,000)       (25,000)
                                    ------------   ------------
                                    $ (8,812,000)  $ (6,141,000)
                                    ============   ============

We have not recorded an income tax expense (benefit) for 2001 or 2000 because
operating losses were incurred and a valuation allowance has been recorded
against substantially all deferred income tax assets, primarily comprised of the
net operating loss carryforwards.

A reconciliation of the provision for income taxes to the amount computed by
applying the statutory federal income tax rate to loss from continuing
operations is as follows:
<TABLE>
<CAPTION>

                                                                                  2001            2000
                                                                                  ----            ----
         <S>                                                                 <C>               <C>
         Tax at statutory rate ...........................................   $(2,996,000)      $(2,088,000)
         State income tax benefit, net of federal benefit ................      (352,000)         (235,000)
         Permanent items and other .......................................        (9,000)         (340,000)
         Increase in valuation allowance .................................      3,357,000         2,663,000
                                                                              -----------      ------------
               Income tax expense (benefit) ..............................    $         0      $          0
                                                                              ===========      ============

</TABLE>
                                       F-15

<PAGE>
The income tax effects of the temporary differences that give rise to our
deferred income tax assets and liabilities as of December 31, 2001, and 2000 are
as follows:
<TABLE>
<CAPTION>
                                                                     2001              2000
                                                               ----------------------------------
<S>                                                            <C>                <C>
Deferred income tax assets:
   Book over tax depreciation                                  $        132,000   $       204,000
   R&D tax credit carryforwards                                       1,577,000         1,372,000
   Allowance for bad debts                                               11,000             9,000
   Net operating loss carryforwards-U.S.                             16,498,000        13,112,000
   Net operating loss carryforwards-U.K.                              1,596,000         1,600,000
   Contribution carryover                                                19,000            11,000
   Compensatory stock options                                           250,000           250,000
   Deferred revenue                                                      79,000            70,000
   AMT credit carryforwards                                             114,000           117,000
   Accrued bonus                                                         13,000            21,000
   Accrued vacation                                                      24,000            38,000
   Foreign exchange gain or loss                                         33,000            33,000
   Warrants issued for services                                          28,000                 0
                                                               ----------------------------------
           Total gross deferred income tax assets                    20,374,000        16,837,000
Valuation allowance for deferred income tax assets                  (20,367,000)       16,817,000
                                                               ----------------------------------
           Total deferred income tax assets                               7,000            20,000
                                                               ----------------------------------
Deferred income tax liabilities:
    Prepaid insurance

                                                                          7,000            20,000
                                                               ----------------------------------
           Total gross deferred income tax liabilities
                                                                          7,000            20,000
                                                               ----------------------------------
Net deferred income taxes                                      $              0   $            0
                                                               ==================================
</TABLE>

At December 31, 2001, and December 31, 2000, we have net operating loss
carryforwards in the United States of $43,416,000 and $34,541,000, respectively,
which begin expiring in 2007. In addition, at December 31, 2001, and December
31, 2000, we have $1,577,000 and $1,372,000, respectively, of research and
development credits available for offset against future taxes which also begin
expiring in 2007. The utilization of net operating loss carryforwards to offset
future taxable income may be limited due to changes in our ownership.

As of December 31, 2000, we decided to cease the operations of our United
Kingdom subsidiary, ISL. ISL had no operations or sales in 2001. As of December
31, 2001, ISL has net operating loss carryforwards in the United Kingdom of
$4,200,000 that may be available to offset future United Kingdom taxable income
of ISL.

For financial reporting purposes, a valuation allowance has been recognized to
reduce the net deferred tax assets due to uncertainties with respect to our
ability to generate taxable income in the future sufficient to realize the
benefit of such deferred income tax assets.

9. Retirement Plan
We maintain a defined contribution plan (the "401(k) Plan") covering all
employees. We make matching contributions equal to 50% of eligible employees'
contributions, up to 6% of the employee's compensation. We made contributions of
$115,400, $94,000, and $98,000, during 2001, 2000 and 1999, respectively,
related to this plan.

10.  Subsequent Events.
Subsequent to December 31, 2001, a director and officer of the Company resigned
to start his own software business. In conjunction with his separation, we
licensed to him the rights to use certain software, we received a warrant to
purchase 5% of his company and we paid him $300,000.




                                       F-16