<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)

[ X ]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the fiscal year ended March 31, 2003.
                                       or

[   ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934
       For the transition period from ____________ to ____________

                        COMMISSION FILE NUMBER: 0-21985

                                   SEEC, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                        <C>
               PENNSYLVANIA                                55-0686906
         (State of Incorporation)             (I.R.S. Employer Identification No.)

PARK WEST ONE, SUITE 200, CLIFF MINE ROAD,
         PITTSBURGH, PENNSYLVANIA                            15275
 (Address of principal executive offices)                  (Zip code)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 893-0300

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
           TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED
           -------------------             -----------------------------------------
<S>                                        <C>
                   None                                  Not applicable
</Table>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Common Stock, par value $0.01 per share
                                (TITLE OF CLASS)

     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 ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).  Yes ___  No _X_

     As of September 30, 2002, the aggregate market value of voting Common Stock
held by non-affiliates of the registrant, based upon the last reported sale
price for the registrant's Common Stock on the Nasdaq National Market on such
date, as reported in The Wall Street Journal, was $3,738,679 (calculated by
excluding shares owned beneficially by directors and executive officers as a
group from total outstanding shares, solely for the purpose of this response).

     The number of shares of the registrant's Common Stock outstanding as of the
close of business on June 26, 2003 was 7,319,992.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the definitive Proxy Statement of SEEC, Inc. to be used
in connection with the 2003 Annual Meeting of Shareholders (the "Proxy
Statement") are incorporated by reference into Part III of this Annual Report on
Form 10-K to the extent provided herein. Except as specifically incorporated by
reference herein, the Proxy Statement is not to be deemed filed as part of this
Annual Report on Form 10-K.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                   SEEC, INC.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                          PAGE
                                                                          ----
<S>         <C>                                                           <C>
                                    PART I
Item 1.     Business....................................................    1
Item 2.     Properties..................................................   22
Item 3.     Legal Proceedings...........................................   22
Item 4.     Submission of Matters to a Vote of Security Holders.........   22

                                   PART II

Item 5.     Market for Registrant's Common Equity and Related
            Shareholder Matters.........................................   23
Item 6.     Selected Financial Data.....................................   24
Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................   26
Item 7a.    Market Risk.................................................   36
Item 8.     Financial Statements and Supplementary Data.................   36
Item 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosures...................................   61

                                   PART III

Item 10.    Directors and Executive Officers of SEEC....................   61
Item 11.    Executive Compensation......................................   61
Item 12.    Security Ownership of Certain Beneficial Owners and
            Management..................................................   61
Item 13.    Certain Relationships and Related Transactions..............   61
Item 14.    Controls and Procedures.....................................   61

                                   PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form
            8-K.........................................................   62

SIGNATURES..............................................................   65
</Table>
<PAGE>

                                     PART I

ITEM 1. BUSINESS

     Except for historical information contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Such
forward-looking statements include, but are not limited to, statements regarding
future events and the Company's plans and expectations. The Company's actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below in "Factors That May Affect Future Results," as well as those
discussed elsewhere in this Form 10-K or incorporated herein by reference. See
"Special Note on Forward-Looking Statements."

GENERAL

     SEEC, Inc. (the "Company" or "SEEC") provides software solutions that help
insurance, manufacturing, financial services and other large companies rapidly
create efficient new business processes by reusing and integrating their core
administrative and transaction systems (i.e., "legacy" systems) in new Internet-
or Web-based applications. Our solutions include software tools,
industry-specific application components, and implementation services for
creating flexible composite applications that seamlessly combine the
capabilities of new and old applications and enable new modes of
business-to-business (B2B) collaboration. We believe that our solutions can be
implemented without materially disrupting current operations or replacing
current administrative systems, providing a lower cost, shorter implementation
time, and lower risk than software packages or traditional software development
approaches. We also believe that our ability to reuse a broad range of older
applications in more flexible, configurable applications based on Internet
technologies -- including XML (eXtensible Markup Language), Web services and
other emerging standards -- gives us one of the leading cost-effective
enterprise solutions available in the market today. Our solutions are currently
used by more than 30 large global companies.

     The pervasive growth of the Web as a medium for business and the rapid
development and adoption of Internet technologies like XML and Web services are
allowing large enterprises to automate and extend their traditional business
processes, such as financial, customer service, and industrial systems, to
improve efficiency and competitiveness. Our solutions focus on preserving the
competitive advantages inherent in existing business process systems by allowing
companies to utilize the underlying value of these legacy systems in new Web-
centric business processes. Our software products -- SEEC Mosaic(TM) and SEEC
Asera(TM) -- support these efforts by externalizing the essential computational
and decision-making logic within these existing systems -- commonly referred to
as business rules -- and by providing means for quickly developing flexible new
applications based on Web technologies that reuse and integrate with valuable
older systems.

     The SEEC Mosaic solutions include a suite of software tools, including SEEC
Mosaic Studio and associated methodologies and services that are used in a wide
range of industries for integrating computer applications written in COBOL (the
COmmon Business Oriented Language) and other older software programming
languages, with newer Web-based applications ("legacy integration"); for
updating, restructuring or maintaining those older applications ("legacy
modernization"); and for externalizing the essential computational and
decision-making logic within existing systems in new applications (i.e., "legacy
transformation").

     The SEEC Asera solutions -- Value Chain for Manufacturing and Integrated
Customer Service for Insurance -- include industry-specific application
components (Asera Commerce, Asera Supply Chain, Asera Insurance), a suite of
integrated software development tools (Asera Studio), cross-industry application
components and a run-time software platform (Asera Server), and related services
that are sold to large manufacturing and insurance companies. The Value Chain
solution allows manufacturers to quickly automate sales, service and supply
management processes across previously disconnected business units, product
lines, customers, suppliers and geographies without replacing or disrupting
current administrative systems. It reduces selling, inventory and service costs,
while helping manufacturers deliver new value-added services, improve product
delivery, and strengthen customer loyalty. The Integrated Customer Service
solution allows insurance carriers to quickly automate their customer service,
policy rating and other processes across multiple sales channels and product

                                        1
<PAGE>

lines. This solution is expected to reduce the carriers' costs and improve their
relations with customers and the agents and brokers that account for the vast
majority of insurance sales. We believe that the SEEC Asera solutions, along
with SEEC Mosaic Studio, provide a faster, more cost-effective means for
building these new composite applications compared to existing packaged software
or custom-development efforts.

     SEEC was founded in 1988 to develop tools and solutions for reengineering
large computer applications written in COBOL and other older software
programming languages, commonly referred to as legacy applications. Through
1999, organizations used our solutions extensively for year 2000 remediation and
testing, legacy application modernization, and legacy transformation. Through a
1999 acquisition, we added Web-enablement and integration technology. In fiscal
2001, we introduced SEEC Mosaic Studio and in fiscal 2002 and fiscal 2003 we
developed application components for insurance and healthcare. In January 2003
we acquired the Asera products and underlying technology for developing
configurable, Web-centric composite applications that combine the capabilities
of new and old applications.

     Our customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. We derive our revenues from software license and
maintenance fees and professional services fees. Professional services are
typically provided to customers in conjunction with the license of software
products. Our enterprise solutions and software products and services are
marketed through various distribution channels, including direct sales to end
users, and to end users through our service provider partners.

INDUSTRY BACKGROUND

     The pervasive growth of the Internet as a medium for business has created
new opportunities for enterprises to improve efficiency and competitiveness by
developing flexible Web-centric business processes based on immediate access to
a broad range of internal and external information, efficient communication, and
closer collaboration with customers and business partners. In most large
organizations, however, the core information and data, proven decision-making
logic, and established business policies that guide their operations today
reside in existing administrative and transaction processing systems --
so-called legacy applications -- that are difficult to adapt to support the new
Web-centric business processes, but which cannot be replaced economically. In
order to capitalize on the opportunities created by Web-centric business
processes, organizations are therefore attempting to create adaptable,
cross-enterprise software applications ("composite applications") that combine
powerful new Web-based functions with the proven advantages of their core legacy
systems.

     Leading information technology analyst and advisory firms view these
composite applications as an emerging product category offering clear advantages
compared to previous generations of software applications. According to Gartner
Research:

     "The new applications do not fit the traditional categories. The old
     business applications were specialized around particular functions, and the
     associated users and buyers. The new applications:

     - Target end-to-end business processes that cross multiple business
       functions

     - Integrate functions that were previously supported by independent generic
       applications (such as collaboration or business intelligence) within a
       unified process support

     - Cross user domains, often including inter-enterprise boundaries

     - May be delivered by a combination of systems internal to the enterprise
       and externally hosted."

(Gartner Research, "The New Applications -- Composite, Collaborative and
Content-Centric," presentation by Simon Hayward, given at Gartner
Symposium/ITXpo 2003, March 23-27, 2003.)

     Similarly, Forrester Research defines composite applications as:
"Applications that dynamically combine and connect functionality and data from
heterogeneous applications to support cross-function or multi-organization
business processes." (Charles Homs, Composite Apps Reshape Enterprise Software,
Forrester Research, December 5, 2002.)

                                        2
<PAGE>

     Many organizations are attempting to build these composite applications
from the ground up using software development tools, integration technologies,
and other products and technologies from numerous vendors. This custom
development approach often results in applications that have a higher cost to
deploy and maintain, as they require significant additional development time and
effort to modify or reuse legacy systems to meet future business requirements.
Consequently, we believe there is a market need for composite application
products that can reduce the time and costs to implement these applications
while providing greater long-term flexibility to meet changing business
requirements.

SEEC'S STRATEGY

     Our objective is to become a leading worldwide provider of composite
application solutions that allow companies to rapidly create cross-enterprise
Web-based business processes that leverage their existing legacy systems, and
that can be adapted easily to changing business requirements. The key elements
of our strategy to achieve this objective are the following:

     Establish Leadership in Composite Applications in Selected Vertical
Markets.  We intend to enhance and expand our composite application offerings
for insurance and specific manufacturing sectors. This includes the enhancement
of our underlying composite application technology as well as new development of
customizable components addressing specific business processes in different
vertical industries.

     Enhance and Expand Leadership in Legacy Transformation Solutions.  We
intend to continue to enhance our offerings of solutions for legacy integration,
legacy modernization and legacy transformation. This includes the enhancement of
our core technologies, solution methodologies, and software products to provide
additional automation, functionality and cost savings to our customers.

     Strategic Account Focus.  We are focusing our sales and marketing
activities to penetrate the insurance market and specific manufacturing markets.
We intend to develop solutions that solve specific business problems within
these accounts and build a close working relationship with these companies. We
believe that these efforts will lead to additional opportunities to provide
enterprise solutions to these customers. Also, our customer base may be expanded
through the acquisition of other operating companies that have concentration in
specific vertical markets.

     Leverage Channel Partners.  We currently have relationships with service
provider partners, which include system integrators and specialized consulting
companies that utilize our products in delivering services to their customers.
These partners purchase our products and also provide us access to their
customer base and sales infrastructure to market our products and solutions. We
also are expanding our relationship with independent software vendors (ISVs),
and plan to enter into reseller agreements and OEM (original equipment
manufacturing) licensing agreements allowing OEM partners to incorporate our
products in their solutions, to expand our distribution. We are also seeking
distributors in territories where we do not have sales operations.

     Provide Solutions with Broad Market Appeal.  We developed our enterprise
solutions to be cost effective, flexible and scalable. As a result, we believe
that our enterprise solutions appeal to a wide range of large organizations with
a variety of requirements, and to a broad range of third-party service providers
and independent software vendors. Our vertical solutions address problems that
are common to a broad range of companies within those sectors. These solutions
are modular and can be introduced in a phased manner.

SEEC SOFTWARE SOLUTIONS

     SEEC currently offers two related lines of software solutions based on our
core technologies, established methodologies, and services. SEEC Mosaic
Studio -- our primary product -- is the central element of our legacy
transformation solutions for adapting mission-critical software applications
written in COBOL and other older programming languages to function in a flexible
composite application architecture. The Asera product line consists of composite
application solutions that enable flexible, efficient new Web-based business
capabilities by integrating with existing information systems using SEEC's core
technologies.

     SEEC Mosaic Studio Solutions focus on reusing existing applications and
information systems in building composite applications that combine the best of
Web technologies and legacy applications, including the business

                                        3
<PAGE>

rules that provide differentiation and competitive advantage to companies. The
solutions address all aspects of legacy transformation and also improve the
efficiency and effectiveness of the development and maintenance of
mission-critical legacy applications. The three solutions we currently offer
are:

     - Legacy Modernization.  Most large companies rely on mainframe-based
legacy systems that provide continuing business value, but which are costly to
maintain, and which cannot be easily adapted to support new Web-centric business
processes. The root of the problem is that the essential decision-making and
computation logic (i.e., "business rules") that govern key processes are buried
in complex, redundant software code that is poorly understood, difficult to
maintain, and costly to change. Also, the information technology ("IT") staffs
that built many of the legacy applications are aging or retiring, taking their
skills and system knowledge with them. SEEC's legacy modernization solution
provides application understanding and business rule mining capabilities that we
believe reduce the costs of managing, maintaining and updating legacy
applications. Our solutions are designed to help information technology
organizations make better use of scarce development resources and deliver new
business capabilities faster and at lower cost. In customer projects, SEEC
Mosaic Studio as:

     - Reduced application analysis and rule mining time up to 90 percent.

     - Reduced rewrite costs up to 60 percent.

     - Improved IT productivity by 50 percent or more.

     - Legacy Integration.  As companies implement new Web-based business
processes, they often need to access information that resides in their current
legacy applications in new Web-based systems. In some cases, companies are
making legacy applications directly available to customers or business users via
the Web by replacing traditional text-based user interfaces with new Web user
interfaces ("Web-enablement"). In other situations, companies need to integrate
information or transaction capabilities of their legacy systems with new
software packages or Web-based applications. Using SEEC's legacy integration
solution, companies can quickly Web-enable legacy applications or generate
integration components providing access to legacy databases, transactions and
applications without significantly changing the back-end systems. The SEEC
solution are intended to provide a range of integration and Web-enablement
alternatives that can be delivered quickly, providing a faster return on
investment for customers.

     - Legacy Transformation.  In many cases, companies need to automate key
business processes by moving selected legacy applications to a more modern and
flexible Web-based system. The traditional approach is to replace an entire
legacy system by buying a new software package or re-writing the existing
system, both of which are costly, time-consuming and risky. Using the SEEC
solution for legacy transformation, companies can selectively transform parts of
their legacy systems by identifying and extracting business rules and automating
the development of new application components that incorporate these business
rules. The resulting legacy software components can be used in new composite
applications spanning Web front-ends, Web application servers and mainframe
databases and applications. Because the SEEC solution permits the incremental
transformation of systems, it provides a lower cost and risk than wholesale
transformation.

     SEEC Asera Solutions focus on rapidly creating composite application
systems for insurance and manufacturing companies that enable flexible and
efficient new Web-based business capabilities by integrating with existing
information systems. The two solutions we currently offer are:

     - Value Chain Solution for Manufacturing.  Large manufacturing companies
typically have complex organizational structures with independent business units
that have overlapping customer bases, suppliers and distributors but separate
processes for sales, service, purchasing and supply management. These redundant
processes drive up business costs and prevent companies from maximizing sales
and revenue opportunities with their customers. The Asera Value Chain solutions
provide configurable composite applications that streamline operations and
enable new Web-centric, cross-enterprise business processes. These streamlined
operations and new processes are based on immediate, consolidated access to a
broad range of internal and external information, efficient communication, and
closer collaboration across the value chain of customers, previously
disconnected business units, external business partners and suppliers. These new
business processes improve efficiency, reduce costs, increase customer loyalty,
and help drive increased sales.

                                        4
<PAGE>

     - Integrated Customer Service for Insurance.  Inefficient sales and service
processes represent a huge cost for many insurance carriers. The primary
difficulty lies in manual, time-consuming transaction processes and disconnected
service channels (call centers, agents, Web sites) across different product
lines. Asera Insurance automates and streamlines key sales and policyholder
services across product lines and multiple service channels, including call
centers, agents, distributors, and direct Web-to-consumer. We believe that, with
Asera Insurance, carriers can consolidate and automate key processes and deliver
self-service capabilities for agents and customers in less than six months
without changing their existing policy, claims or other existing information
systems.

SEEC SOFTWARE PRODUCTS

     SEEC Mosaic Products.  The SEEC Mosaic product line is based on our core
technologies for analyzing, maintaining, integrating and transforming host-based
computer systems. It supports front-end Web applications and middleware that
integrates existing host-based systems with a component-based Web architecture.
We believe that our middleware software is unique in that it can be applied to
generate Web interfaces or provide the middleware between existing Web
front-ends and a host application. Our products have been designed to be easy to
use and learn, allowing customers to rapidly train technical personnel and
reduce training costs. Our products operate in a PC-based environment and are
available in versions for Windows 95(R), Windows 98(R), and Windows NT(R).

     - SEEC Mosaic Studio is a suite of application analysis and development
tools used to analyze and extract business rules from current business systems
and to automate many of the procedures required for developing component-based
applications that integrate with existing applications and databases. It is used
to analyze and modify mainframe source code that is downloaded to a PC-based
environment and stored in an application dictionary for the performance of
development functions. The application dictionary contains all of the key design
elements of a legacy application, including source code, database definitions,
screen definitions and job control language. Our software utilizes proprietary
parsing, data flow, and program slicing technology to create the relationships
between databases and source code, which enables the documentation and
understanding of a legacy COBOL system. Information about the flow of control
among programs is also stored in the application dictionary, providing further
system understanding by enabling users to group items by business function. Our
software also utilizes proprietary text-scanning technology to identify data
fields and the impacted lines of code for a wide variety of non-COBOL languages.
The software products described below are the components of SEEC Mosaic Studio.
These products are built on SEEC's core source code analysis technology, and
were sold and distributed in various combinations and as stand-alone products
prior to fiscal 2001.

     - The Application Analyst module of SEEC Mosaic Studio facilitates
understanding of the business intent of complex COBOL applications for the
planning and implementation of legacy transformation projects. This is
accomplished by mining business rules embedded in legacy applications,
generating system documentation and graphical views illustrating the structure,
function, and interrelationships among application elements, and segmenting
applications into logical work units for project planning and transformation
purposes. Application Analyst features an object-oriented interface that allows
drill-down property dialogs and context menus, business rule mining, data model
displays for database definitions, graphical CRUD (Create, Read, Update, Delete)
display, and CICS (Customer Information Control System) control flow display.
Other features include program source display and annotation facilities,
structure chart and logic displays, selective views, code walkthroughs,
cross-reference displays, and display screens.

     - The SEEC RuleBase is a repository for business rules that have been
extracted from legacy applications using the Application Analyst module of SEEC
Mosaic Studio. Using a simple and intuitive interface, the SEEC RuleBase allows
analysts to manage and manipulate the rules. It provides anchors to the relevant
application components so that changes to the rules can be quickly translated
into application changes. In addition to mined legacy business rules, the SEEC
RuleBase can also be used to store domain rules created by business analysts.
The SEEC RuleBase is integrated with the Application Analyst and Component
Designer modules of SEEC Mosaic Studio in order to provide traceability from
specification to implementation and to perform gap analysis between existing
systems and new systems or industry models.

     - SEEC Mosaic Studio's Component Designer module is used in conjunction
with the Application Analyst to recover the data model of COBOL applications
using standard Object Modeling Techniques (OMT). The data

                                        5
<PAGE>

model is populated with legacy entities, attributes, and methods linked to the
physical definitions of the items in the Application Dictionary. Component
Designer features object recovery from existing COBOL applications and model
validation. Component Designer provides links between each method and the method
implementation, and enables the addition of new properties for the attributes of
a class and association, such as uniqueness and value constraints. It can
generate DDL (Data Definition Language) for the object model and export data to
Rational Rose(TM) or ERWin(TM).

     - SEEC Mosaic Studio includes a Component Builder that automatically
creates SEEC DataBeans(R) (EJB (Enterprise Java Beans) and also non-EJB
components) that enable access and manipulation of existing databases (DB2, IMS,
VSAM, Oracle, SQL Server). Each SEEC DataBean corresponds to an entity or a
group of related entities as a composite DataBean in the legacy data model built
with the Application Designer feature. SEEC DataBeans are deployed on a SEEC
Mosaic Server on any J2EE (Java 2 Enterprise Edition) application server (such
as BEA WebLogic(TM) or IBM WebSphere(TM)). The Component Builder enables
interactive creation of database definitions through import from the Application
Analyst and Application Designer, or by importing schema definitions from
relational database systems. SEEC DataBeans are intended to allow for access and
manipulation of the legacy database and provide a security framework to govern
access and transaction control. The Component Builder is designed to be deployed
on any J2EE-compliant application server, which provides component management
and organization, and additional security.

     - The Component Builder-Host module of SEEC Mosaic Studio is used to
rapidly connect existing host applications to the Web and to new component-based
systems. It includes an easy-to-use development environment for generating thin
clients, Web services and integration components (programmatic components)
corresponding to existing business processes/functions and mapping to legacy
applications. The Web clients and integration components use TN3270, TN3270-E,
TN5250 and Telnet protocols to provide access to screen-based legacy
applications residing on mainframe, midrange and UNIX-based computer systems.
The Component Builder -- Host is also used to generate thin-clients for
Web-enabling legacy transactions and for providing active integration between a
legacy transaction and Web applications, without changing the legacy
applications. The integration components can be deployed in a Microsoft
(COM/C++) or J2EE environment (JavaBean/EJB).

     - SEEC Mosaic Server.  SEEC Mosaic Server is the deployment architecture
for thin clients and components developed using SEEC Mosaic Studio. SEEC Mosaic
Server consists of enabling runtime software and the license to deploy SEEC
Mosaic Clients or SEEC DataBeans developed with SEEC Mosaic Studio. SEEC Mosaic
Server is available in three versions for deploying ASP/COM clients, which
conform with the Microsoft COM standard, JSP clients, and EJB components. SEEC
Mosaic Server runs in conjunction with popular Web or Java application server
software on computers using Windows NT(TM), Sun Solaris(TM), and many other UNIX
operating systems.

     SEEC Asera Products.  The Asera product line is based on technology for
developing flexible Web-based composite applications supporting new
cross-enterprise business processes that integrate with and reuse existing
back-end information systems and applications. It includes configurable software
components (business components) for specific functions in insurance and
manufacturing, a visual development environment for rapidly designing and
developing Web-based composite applications, and a software server for deploying
the Asera applications on industry-standard Web application servers such as IBM
WebSphere(TM) or BEA Weblogic(TM). Applications built using the Asera products
are highly configurable and adaptable, and are constructed to connect with other
software applications or systems using Java, XML (eXtensible Markup Language) or
Web services standards that are widely in use today. Unlike traditional software
applications in which each element of the application system is tightly
integrated with the others based on specific software protocols, Asera
applications are based on a services-based architecture in which the application
elements are loosely integrated based on open Web services standards. The
modular, flexible design is intended to allow customers to implement Asera
applications quickly, providing faster time-to-value.

     - Asera Commerce is a suite of business components for creating an
automated Web-based order management system across business units, product lines
and sales channels, commonly referred to as distributed order management. We
believe it allows manufacturers to create a unified, streamlined order entry
process that eliminates redundant order processes for different products, to
rapidly consolidate product information in a

                                        6
<PAGE>

unified online product catalog, to deliver personalized product information and
sales offers to customers, and to give customers immediate, real-time product
availability, pricing, and other sales, delivery and product-related
information. Asera Commerce is used with the other Asera products and third
party software to deliver a complete value chain solution for manufacturing.
Additional Asera Commerce components are under development and are expected to
be introduced in fiscal 2004.

     - Asera Supply Chain is a suite of business components for creating an
automated Web-based supply management system across multiple internal business
units and locations, and outside suppliers and trading partners. We believe it
allows manufacturers to gain a more accurate view of inventory across their
supply network, to immediately detect exceptions in parts or components
availability that could affect production and delivery schedules, and to
establish processes with suppliers for addressing exceptions as they occur.
Asera Supply Chain is used with the other Asera products and third party
software to deliver a complete distributed order management solution. Additional
Asera Supply Chain components are under development and are expected to be
introduced in fiscal 2004.

     - Asera Insurance is a suite of business components for creating an
automated Web-based customer service system across insurance product lines and
sales and service channels (agents, Web, call centers). We believe it allows
insurance carriers to automate time-consuming manual processes (e.g. name and
address changes, policy changes, claims and billing status), to eliminate
redundant processes for different products, to rapidly consolidate customer and
policy information across product lines, and to deliver personalized information
and sales offers to customers, agents and service representatives. Asera
Insurance is used with other Asera products and third party software to deliver
a complete integrated customer service solution for insurance. The Asera
Insurance components are under development, and are scheduled for release in
July 2003.

     - Asera Studio is a visual software development environment for rapidly
creating Web-based applications that combine new business components with
existing legacy applications in a configurable, adaptable composite application
system. Asera Studio is used to customize the Asera business components and to
build new business components and applications. It is designed to reduce the
amount of software coding that is required to build applications, and makes it
easier to change the applications or extend them to new users. It includes tools
for developing a Web portal framework that allows different groups of users to
access information and business processes based on pre-defined rules
(entitlement, personalization); tools for defining application workflows that
combine functionality or data from new applications or external legacy systems;
and tools for creating a business object model and integration framework that
specifies how applications and data can be accessed within the system, making it
easier to add new applications, or to change the legacy applications without
impacting the Asera applications. Applications developed with Asera Studio are
deployed on Asera Server, a deployment environment that runs on industry
standard Web application servers from vendors such as IBM and BEA Systems.

     - Asera Server is the deployment architecture for Asera business components
and applications developed using Asera Studio. It consists of enabling runtime
software and services for running the Asera applications on Web application
servers that comply with the Java2 Enterprise Edition (J2EE) standard, such as
BEA WebLogic and IBM WebSphere.

TRAINING AND SERVICES

     We offer services and training as an integral part of our solutions.
Services are typically provided in support of our product sales to help
customers more effectively use our software products, or to deploy and customize
our solutions and products at customer locations. Engagements may include
end-to-end project services or project management services, delivered either at
the customer location or off-site by project consultants based in our technical
resource centers in Pittsburgh, PA; Redwood Shores, CA; London, England; and
Hyderabad, India; depending upon the nature of the project and customer
requirements. The service engagements may be offered on a fixed-price or on a
time-and-materials basis.

     We may, from time to time, use subcontractors to provide some services to
our customers. The use of subcontractors depends on specific services engagement
requirements and the availability or area of expertise of

                                        7
<PAGE>

our professional consultants. Subcontractors typically supplement our internal
staff on services engagements and are supervised and paid by us.

     The following services are provided in support of SEEC Mosaic Studio:

     - Legacy Understanding and Business Rule Mining. Customers employ our
       legacy understanding and business rule mining capabilities to improve
       legacy application flexibility and reduce ongoing application maintenance
       costs, to harmonize and/or integrate multiple systems, and to assess
       current systems prior to replacement in order to identify gaps in
       functionality between existing systems and packages. In many cases, our
       consultants will help customers use SEEC Mosaic Studio to
       reverse-engineer the data and process models that underlie the customer's
       legacy code, identify and extract all relevant business rules associated
       with the applications, and generate comprehensive system documentation,
       including graphical views of data dependencies and interrelationships,
       and a record of current business logic traceable to specific lines of
       code in the system. This business rule documentation is designed to
       become a vital corporate asset in itself, and can be used in new system
       development, migration to ERP (Enterprise Resource Planning), CRM
       (Customer Relationship Management) or other products, or in revitalizing
       an existing system. The recovered data model and business rules are in a
       format that can be exported and reused in a number of different
       forward-engineering tools. This information can also be used with SEEC
       Mosaic Studio to more efficiently maintain and enhance current mainframe
       applications, before or while they are extended or transformed.

     - Web-Enablement and Legacy Integration Using Integration Components and
       Web Services. Using SEEC Mosaic Studio, our services teams can Web-enable
       current screen-based applications or build integration components and Web
       services that reuse legacy business rules, transactions and data in new
       component or Web services-based applications or business processes. (1)
       Web-enablement -- When time is of the essence, our consultants can build
       a thin-client Web interface to legacy applications and reengineer the
       front-end workflow without touching the legacy code. The Web clients can
       access the legacy system via popular Web servers running on Windows NT or
       a variety of UNIX systems. (2) Legacy Integration -- Many organizations
       need to give users access to multiple back-end applications, databases
       and transactions as part of a larger Web portal, business process
       automation or integration project. Our consultants can plan, develop and
       deploy SEEC integration components that provide access to the legacy
       systems. These components can be delivered as Web services, providing a
       highly reusable interface between the legacy database or application and
       any new component-based application, software package, or EAI (Enterprise
       Application Integration) product.

     - Legacy Software Components and Web Services Development. For customers
       that need to redeploy key business functions in a more flexible
       application architecture, our services teams can use SEEC Mosaic Studio
       to document the customer's existing system, including the data and
       process models, extract relevant business rules from the legacy code, and
       redevelop selected system elements in an EJB-based component architecture
       that integrates with remaining back-end applications and/or data using
       SEEC integration components. Rather than replacing the customer's
       existing system in whole, our approach focuses on building business
       components that re-implement valuable business and database logic in a
       more flexible and scalable system with less risk and at a fraction of the
       time and cost of a wholesale package replacement or custom redevelopment
       project. The process is applicable to migrating a single program or
       application or an entire legacy system, including databases, to a new
       Web-centric architecture.

     Training Services. We offer a variety of courses to train customers in
applying SEEC's software products and methodologies, whether the goal is to
implement new value chain applications using the Asera products, or to quickly
Web-enable a single legacy application using SEEC Mosaic products. Our training
courses allow customers' application developers to achieve rapid component and
thin-client application development and deployment using SEEC Mosaic Studio.

CUSTOMER SUPPORT AND MAINTENANCE

     We offer customer support and maintenance for each of our products, which
entitles the customer to receive technical support and advice, including problem
resolution services, installation assistance, error corrections and

                                        8
<PAGE>

any product upgrades and enhancements released during the maintenance contract
period. Our standard license agreement does not require us to provide
maintenance for any period of time and does not provide express or implied
warranties for our product software. Maintenance and support services are
provided primarily by telephone or by e-mail from our offices in or near
Pittsburgh, PA; Redwood Shores, CA; London, England; and Hyderabad, India.

CUSTOMERS

     Our products and services are used by information systems departments of
Fortune 1000 companies and similarly-sized business and governmental
organizations, and by third-party service providers. Following is a partial list
of current significant customers to SEEC, in terms of revenues:

<Table>
<S>                                         <C>
IT Service Providers                        Insurance
--------------------                        ---------
Codelinks, LLC                              Bankers Life and Casualty Company
Cognizant Technology Solutions Corporation  Canada Life Limited
Computer Sciences Corporation               Nationwide Mutual Insurance Company
CTC Itochu Techno-Science Corp              Ohio Casualty Group
eJiva, Inc.                                 PEMCO Mutual Insurance Company
HCL Perot Systems
Hexaware Technologies Limited               Other
IBM Global Services India                   -----
IBM Corporation                             Bell Helicopter
Infosys Technologies, Ltd.                  BP (British Petroleum) Group Companies
Keane, Inc.                                 BT (British Telecom) Ignite Solutions
Mahindra -- British Telecom Ltd.            Defense Finance and Accounting Service
Mastek Limited                              DSM N.V.
Mitretek                                    Motorola
Nexgen Infosys                              N.V. STEEL24-7 S.A.
NIIT Limited                                Navy Federal Credit Union
Satyam Computer Services Ltd.               New York-Presbyterian Hospital
Wipro Technologies Ltd.                     Pacific Gas & Electric Co.
                                            SeeBeyond Technology Corporation
                                            Simon & Schuster
                                            Temple University
</Table>

     Historically, a relatively small number of customers have accounted for a
significant percentage of our revenues. In fiscal 2003, Bankers Life and
Casualty Company and DSM N.V. accounted for 26% and 11% of revenues,
respectively, and four customers represented approximately 50% of our revenues.
In fiscal 2002, Ohio Casualty Group and Computer Sciences Corporation accounted
for 12% and 11% of sales, respectively, and six customers represented
approximately 50% of our revenues. In fiscal 2001, while no single customer
accounted for more than 10% of our revenues, ten customers represented
approximately 50% of our revenues. For a breakdown of our revenues on the basis
of geographic markets, see Note 6 to the Consolidated Financial Statements.

ACQUISITIONS

     On January 6, 2003, Asera, Inc., a Delaware corporation ("Asera"),
transferred all of its assets to Sherwood Partners, Inc. ("Sherwood") in an
assignment for the benefit of creditors transaction. Pursuant to an Asset
Purchase Agreement dated January 8, 2003, we purchased from Sherwood the
following assets it had acquired from Asera (the "Asset Acquisition"):

          (i) All cash and accounts receivable in excess of $650,000 in the
     aggregate;

          (ii) All equipment, machinery, computer hardware and software,
     materials, prototypes, tools, supplies, furniture and fixtures;

                                        9
<PAGE>

          (iii) All raw materials, work-in-process and finished goods inventory;

          (iv) All intellectual property;

          (v) Certain customer lists;

          (vi) Certain of Asera's contracts; and

          (viii) All advertising, marketing and promotional materials.

     In connection with the Asset Acquisition, we did not acquire from Sherwood
certain of the assets of Asera including the capital stock or assets of Asera's
wholly-owned subsidiaries, Asera Ltd. (UK), Asera GmbH (Germany) and Asera India
(India), or any real property leases to which Asera or any of its subsidiaries
is a party.

     Prior to the assignment for the benefit of creditors, Asera had developed
and marketed order management and supply chain management solutions and a
software platform for building flexible, composite applications that leverage
existing enterprise software systems including Enterprise Resource Planning
("ERP") and other back-end packages.

     The Asera Asset Acquisition is intended to enhance our potential to realize
improved long-term operating results and achieve a stronger financial position,
primarily through increased revenue opportunities. In addition to expanding our
customer base, thereby providing cross-selling opportunities with combined and
comprehensive product offerings, the acquisition is intended to broaden our
industry focus. The acquired product offerings have been marketed to resource
industries (chemicals, energy, metals, etc.) and high technology manufacturing
companies.

     The aggregate purchase of the Asera Asset Acquisition was approximately
$6,500,000, consisting primarily of the following $3,684,000 of assumed
indebtedness:

          (a) $1,065,000 of the secured indebtedness of Asera owing to Venture
     Lending & Leasing III, Inc., Third Coast Capital, Venture Banking Group,
     GATX Ventures, Inc. and Heller Financial Leasing, Inc.;

          (b) $506,000 of the secured indebtedness of Asera owing to Comdisco
     Ventures, Inc.; and

          (c) $2,113,000 of the secured indebtedness of Asera owing to KPCB
     Holdings, Inc., as representative and collateral agent ("KPCB"), and
     certain other lenders (the "Bridge Lenders").

     The aggregate purchase also includes $1,379,000 of deferred maintenance
obligations assumed by us and approximately $1,232,000 of transaction costs
(audit, legal, appraisal, etc.). The deferred maintenance represents obligations
to provide support and software enhancements to certain customers over the terms
of individual maintenance contracts, for which the customers had paid Asera
prior to the Asset Acquisition. We will recognize the deferred revenue ratably
over the remaining terms of the contracts. We also agreed to deliver from time
to time, and in its sole and absolute discretion, cash to Sherwood for the
purpose of paying certain unsecured creditors of Asera. Under no circumstances
would the amount to be paid by us under this agreement exceed $500,000. The
actual amount paid under this provision during the year ended March 31, 2003 was
$107,150.

     As further consideration for the purchased assets, we agreed to issue to
Sherwood, for the benefit of unsecured creditors of Asera, a warrant to purchase
an aggregate of 20,000 shares of our common stock. The issuance of the warrant
is subject to the satisfaction of certain specified conditions including,
without limitation, the approval of our shareholders. We have agreed to use our
best efforts to register the shares for resale under the Securities Act.

SALES, MARKETING AND DISTRIBUTION

     We market and sell our products and services directly through our direct
sales force and indirectly through our partners. To support our sales efforts,
we utilize media advertising and direct mail campaigns supported by
telemarketing and promotion through trade articles and trade shows. In addition,
we enter into partnering arrangements with companies such as Satyam Computer
Services, Ltd. and Infosys Technologies, Ltd. These partners utilize our
solutions and software products in connection with their system transformation
engagements. We have granted several organizations the non-exclusive right to
market our products. In North and South
                                        10
<PAGE>

America, we sell and support our products and services from our Pittsburgh, PA
headquarters, our Redwood Shores, CA facility, and regional sales offices. Sales
and support services are provided in Europe through our wholly-owned subsidiary,
SEEC Europe Limited ("SEEC Europe"), based in London, England. We sell and
support our products and services in the Asian and Pacific Rim markets through
our wholly-owned subsidiary, SEEC Technologies Asia Private Limited ("SEEC
Asia"), based in Hyderabad, India.

     As of March 31, 2003, we had 23 employees engaged in sales and marketing.
Sales to customers outside of the United States represented 34%, 32%, and 32% of
our total revenues in fiscal 2003, 2002, and 2001, respectively.

     We intend to continue to expand our sales and marketing efforts by hiring
additional sales and marketing personnel and by entering into additional
arrangements with partners and distributors. We also intend to enter into
additional distribution, license and/or marketing agreements for our software
products, particularly with service providers, systems integrators, and
e-business infrastructure vendors. We are focused on leveraging our existing
customer base to cross-sell other enterprise solutions and software products.

COMPETITION

     The market for our enterprise solutions and software products is intensely
competitive and is characterized by rapid change in technology and user needs
and by the frequent introduction of new products. Our principal competitors in
the legacy evolution solutions market include IBM, Micro Focus International
Ltd., Netron Inc. and Relativity Technologies, Inc. In the market for Asera
Insurance and Value Chain solutions, competitors include SAP AG, DWL
Incorporated, HAHT Commerce, Inc., and Click Commerce, Inc.

     We believe that the principal factors affecting competition in our markets
include product performance and reliability, product functionality, ease of use,
training, ability to respond to changing customer needs, quality of support, and
price. We believe that we compete favorably in this market based on these
factors. However, in particular cases, our competitors may offer enterprise
solutions with functionality that is sought by our prospective customers and
which differs from that offered by us. Several of our customers have also in the
past, and may in the future, distribute products in pilot programs at
below-market prices or even at no cost.

     Additionally, many of our competitors are more established, benefit from
greater name recognition and have significantly greater financial, technical and
marketing resources and larger installed customer bases than us. We may not be
able to compete successfully against current and future competitors. In
addition, our current and future competitors may develop products comparable or
superior to those developed by us or adapt more quickly than us to new
technologies, evolving industry standards or customer requirements. Increased
competition could result in price reductions, reduced margins and loss of market
share, any or all of which could have a material adverse effect on our business,
financial condition, results of operations and prospects.

     Other than technical expertise, there are no significant proprietary or
other barriers to entry that could prevent potential competitors from developing
or acquiring similar software products or providing competing solutions in the
market.

RESEARCH AND DEVELOPMENT

     We have historically developed our software solutions both independently,
through our research and development team, and through the acquisition or
licensing of technology such as our recent acquisition of certain assets of
Asera.

     We intend to continue to enhance our current products and to develop,
acquire, or license new products or technology to keep pace with evolving
industry standards and technological developments, and to provide additional
functionality to address changing customer needs. This may require, among other
things, that we build interfaces with third-party products.

     As of March 31, 2003, we had 46 employees engaged in product development,
including 23 employees of SEEC Asia. During fiscal 2003, 2002 and 2001, research
and development expenditures were $1,824,000,

                                        11
<PAGE>

$1,633,000, and $1,799,000, respectively. We anticipate that we will continue to
commit substantial resources to research and development in the future.

INTELLECTUAL PROPERTY

     We rely on a combination of contractual provisions and copyright, trade
secret and trademark laws to establish and protect our rights in our software
products and proprietary technology. We protect the source code version of our
products as a trade secret and as an unpublished copyrighted work. Despite these
precautions, it may be possible for unauthorized parties to copy certain
portions of our products, to reverse-engineer or otherwise obtain and use
information that we regard as proprietary. We have no patents, and existing
copyright and trade secret laws offer only limited protection. Certain
provisions of our license and distribution agreements, including provisions
protecting against unauthorized use, duplication, transfer and disclosure, may
be unenforceable under the laws of certain jurisdictions, and we are sometimes
required to negotiate limits on these provisions. In addition, the laws of some
foreign countries do not protect our proprietary rights to the same extent as do
the laws of the United States. We have been and may be required from time to
time to enter into source code escrow agreements with certain customers and
distributors, providing for release of source code in the event that we breach
our support and maintenance obligations, file bankruptcy, or cease doing
business.

     Our competitive position may be affected by our ability to protect our
proprietary information. However, because the software industry is characterized
by rapid technological change, we believe that patent, trademark, copyright,
trade secret and other legal protections are less significant to our success
than other factors such as the knowledge, ability and experience of our
personnel, new product and service development, frequent production
enhancements, ongoing customer service, and product support.

     While we have no knowledge that we are infringing the proprietary rights of
any third party, there can be no assurance that such claims will not be asserted
in the future with respect to existing or future products. Any such assertion by
a third party could require us to pay royalties, to participate in costly
litigation, and to defend licensees in any such suit pursuant to indemnification
agreements, or to refrain from selling an alleged infringing product or service.
See "Factors that May Affect Future Results -- Dependence on Proprietary
Rights."

     SEEC Application Analyst(R), SEEC Application Designer(R), SEEC DataBean(R)
and SEEC's name and logo are registered marks of the Company. Applications for
U.S. and certain foreign registrations of the marks SEEC Mosaic(TM), and
Asera(TM) are pending.

EMPLOYEES

     As of March 31, 2003, we had 122 employees worldwide, including 23 in sales
and marketing, 46 in research and development, 12 in customer support, 25 in
professional services and 16 in corporate operations and administration.
Seventy-three employees are located in the United States, and 36 and 13
employees are located in India and the U.K., respectively. Our continued success
will depend, in part, upon our ability to hire and retain key senior management
and skilled technical, professional services and sales and marketing personnel.
The market for qualified personnel has historically been, and we expect that it
will continue to be, intensely competitive. None of our employees is represented
by a labor union or is subject to a collective bargaining agreement. We have not
experienced any work stoppages and consider our relations with our employees to
be good.

WEB SITE POSTINGS

     We make our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed with or
furnished to the U.S. Securities and Exchange Commission available to the public
free of charge through our website as soon as reasonably practicable after
making such filings. Our website can be accessed at the following address:
www.seec.com. The information found on our website or that may be accessed
through our website is not a part of this report and is not incorporated herein
by this reference.

                                        12
<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Set forth below and elsewhere in this annual report on Form 10-K and in
other documents we file with the SEC are risks and uncertainties that could
cause our actual results to differ materially from the results contemplated by
the forward-looking statements contained in this annual report on Form 10-K.

OUR SUCCESS WILL DEPEND UPON OUR ABILITY TO SUCCESSFULLY MANAGE SIGNIFICANT
CHANGES IN OUR BUSINESS.

     Over the last two fiscal years, we have experienced significant changes in
our business, including the development of new products and solutions, the
targeting of new markets, significant fluctuation in our revenues and expenses
and the contraction of our operations. In completing the Asera asset acquisition
in January 2003, we have expanded our product and industry focus and,
consequently, we expect these changes to be more pronounced. These changes have
placed, and are expected to continue to place, significant demands on our
management, operational and financial resources. If we fail to successfully
manage these significant changes, or if such changes fail to result in increased
sales of our products, our future revenue, net income and prospects for our
business will be materially and adversely affected.

WE HAVE EXPERIENCED NET LOSSES IN THE PAST, AND WE MAY BE UNABLE TO ACHIEVE OR
MAINTAIN PROFITABILITY IN THE FUTURE.

     We incurred a net loss of $4.2 million for the year ended March 31, 2003,
and we have incurred net losses in each of the past 17 quarters. In addition,
since Asera began operations, it incurred substantial net losses. As a result of
ongoing operating losses, Asera had an accumulated deficit of $206 million prior
to the Asera asset acquisition. We expect to incur significant expenses in
connection with the integration of Asera's assets into our business and the
continued expansion of this business. As a result, the business will need to
generate significant revenues to achieve and maintain profitability. We cannot
predict whether our business will achieve or sustain profitability in any future
period.

WE MAY EXPERIENCE A SHORTFALL IN REVENUE IN ANY GIVEN QUARTER, WHICH COULD CAUSE
THE MARKET PRICE OF OUR SECURITIES TO DECLINE.

     Our revenue is difficult to forecast and is likely to fluctuate from
quarter to quarter due to many factors outside of our control. We also believe
that period-to-period comparisons of our quarterly operating results are not
necessarily meaningful and that, as a result, these comparisons should not be
relied upon as indications of our future performance. Any significant revenue
shortfall could cause the market price of our securities to decline. Factors
that could affect our revenue include, but are not limited to:

     - the budgeting and purchasing practices of our customers, which affect the
       volume and timing of product orders and solution engagements that we
       receive;

     - the timing or the announcement and introduction of new products and
       product enhancements by us and our competitors;

     - market acceptance of new products;

     - the mix of direct and indirect sales;

     - the mix of license fee and services revenues;

     - the mix of training and consulting services within services revenues;

     - the number and timing of new hires;

     - the loss of any key sales, marketing or professional services personnel;

     - the length of our sales cycles;

     - competitive conditions in the industry; and

     - general economic and political conditions.

                                        13
<PAGE>

WE DERIVE A SIGNIFICANT AMOUNT OF REVENUE FROM ONLY A FEW CUSTOMERS, AND THE
LOSS OF OR REDUCTION IN THE SALES TO ANY OF THESE CUSTOMERS COULD MATERIALLY AND
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

     In fiscal 2003, we had two customers accounting for 26% and 11% of
revenues, and four customers representing nearly 50% of our revenues. If any of
these customers were to reduce purchases of our products and services, our
revenues would be adversely affected unless we were able to substantially
increase sales to other customers. Some of these customers have recently
announced that their own business is slowing, which could adversely affect their
demand for our products and services. We do not have a contract with any of
these customers that requires the customer to purchase any specified number of
software licenses from us. Therefore, we cannot be sure that customers will
continue to purchase our products or services at current levels. See Note 6 to
the Consolidated Financial Statements.

OUR BUSINESS IS CHARACTERIZED BY RELATIVELY LARGE PROJECTS. THE FAILURE TO
RECEIVE ANY LARGE ORDERS IN A GIVEN QUARTER COULD MATERIALLY AND ADVERSELY
AFFECT OUR OPERATING RESULTS FOR THAT QUARTER, WHICH COULD CAUSE THE MARKET
PRICE OF OUR SECURITIES TO DECLINE.

     As is common for the software industry as a whole, we have typically
recognized a significant portion of our license revenues in the last month of a
quarter, with these revenues frequently concentrated in the last week of a
quarter, due to historical trends in which software customers make purchases. As
a result, license fee revenue in any quarter is substantially dependent on
orders booked and delivered in the last month and last week of that quarter.
Further, our business is characterized by significant customer concentration and
relatively large projects. We have historically operated with little or no
backlog and, as a result, our revenues for a particular quarter are generally
dependent on orders received during that quarter, including large orders. The
failure to receive a large order in a given quarter could materially and
adversely affect our operating results for that quarter. Our expenses are
largely based upon anticipated revenue levels and planned projects, and in the
short term, it is unlikely that we would be able to adjust spending to
compensate for any unexpected shortfall in revenues. Accordingly, the timing of
product deliveries or delivery of services, or the level of progress on certain
customer solution engagements, could cause variations in operating results from
period to period and could result in quarterly losses if software deliveries are
not made, if services delivery is delayed, or if sufficient progress is not
achieved on customer solution engagements within the quarter anticipated. Due to
the foregoing factors, our operating results in some future quarters could be
below the expectations of investors. In the event that operating results are
below expectations, operating results or financial condition, the price of our
common stock would likely be materially and adversely affected.

CURRENT AND FUTURE DEMAND FOR OUR PRODUCTS AND SOLUTIONS IS UNCERTAIN, AND THE
FAILURE TO ACHIEVE GROWTH IN SUCH DEMAND WILL HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS AND RESULTS OF OPERATIONS.

     We have focused a significant portion of our business strategy on the
development, marketing and sale of products and solutions to the insurance
industry. Since the Asera asset acquisition, we have expanded these efforts to
include the manufacturing and process industries. Although we believe that the
markets for our products and solutions will grow, there can be no assurance that
these markets will develop to the extent that we anticipate. The lack of
increased demand for our products and solutions or an increase in competition in
the market for our products and solutions would have a material adverse effect
on our operating results and financial condition In order to achieve sustained
growth, we must successfully market our new products and solutions. There can be
no assurance that we will be successful in generating revenues sufficient to
achieve profitable operations or sustained profitability.

WE MAY BE UNABLE TO ADDRESS TECHNOLOGICAL CHANGES AND CUSTOMER REQUIREMENTS OR
DEVELOP NEW PRODUCTS AND SOLUTIONS, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
SUCCESSFULLY COMPETE.

     The markets for our enterprise solutions are susceptible to rapid changes
due to technology innovation, evolving industry standards, changes in customer
needs and frequent new product introductions. Our future success will depend, in
large part, on our ability to enhance our current products and develop or
acquire new products to keep pace with the constantly evolving standards and
technological developments of the software industry, and on our ability to
provide additional functionality to address changing customer needs. We will
need
                                        14
<PAGE>

to use leading technologies effectively, continue to develop our technical
expertise and enhance our existing products or introduce new products on a
timely basis to compete successfully in these markets. We may not be successful
in achieving these business requirements. In addition, we cannot assure you that
such products or enhancements will meet the requirements of the marketplace or
achieve market acceptance. Further, there can be no assurance that new
technologies will not be developed by our competitors or other third parties
that render our products and solutions obsolete.

TO BE SUCCESSFUL WE MUST EFFECTIVELY COMPETE IN AN INTENSELY COMPETITIVE MARKET.

     The market for our software products and solutions, including the
additional products and solutions acquired in the Asera asset acquisition, is
intensely competitive and is characterized by rapid change in technology and
user needs and the frequent introduction of new products and solutions. Many of
our existing competitors are more established, benefit from greater name
recognition, have a larger installed customer base and have substantially
greater financial, technical and marketing resources than we do. In addition,
the companies with whom we have strategic relationships may elect to develop
products or services which compete with our products or services. We believe
that the principal factors affecting competition in our markets include product
performance and reliability, product functionality, ease of use, training,
ability to respond to changing customer needs, quality of support, and price.
Other than technical expertise, there are no significant proprietary or other
barriers to entry that could keep potential competitors from developing or
acquiring similar products or providing competing solutions in our market.
Growing competition may result in reduced revenues and gross margins and loss of
market share, any one of which could have a material adverse effect on our
business, financial condition and results of operations.

IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE ASERA'S ASSETS WITH OUR BUSINESS, WE
MAY NOT REALIZE THE FINANCIAL AND STRATEGIC GOALS THAT WERE CONTEMPLATED AT THE
TIME OF THAT TRANSACTION.

     We may not be successful in integrating the assets and operations of Asera
that we acquired in the Asera asset acquisition with our operations. Integrating
these operations and personnel with our own will be a complex process. We must
successfully integrate services delivery, sales and marketing, research and
development, administration, customer service, and management information
systems. In addition, we must retain key employees, customers and business
partners of both companies. The difficulties, costs and delays that could be
encountered may include:

     - unanticipated issues in integrating the information, communications and
       other systems;

     - negative impacts on employee morale and performance as a result of job
       changes and reassignments;

     - difficulties integrating personnel with disparate business backgrounds
       and corporate cultures;

     - difficulties attracting and retaining key personnel;

     - loss of customers, including Asera customers;

     - difficulties in incorporating acquired technologies and rights into
       products and services offerings;

     - disruption of customer service;

     - longer sales cycles and product implementations;

     - unanticipated incompatibility of systems, procedures and operating
       methods; and

     - unanticipated costs of terminating or relocating facilities and
       operations.

     In addition to these risks, the attention and effort devoted to the
integration of the two companies significantly diverts management's attention
from other important issues, and could cause the disruption of, or a loss of
momentum in, the activities of our business or the impairment of relationships
with customers and business partners. If we are unsuccessful in addressing these
risks, we will not realize the benefits expected from the Asera asset
acquisition, which could cause our revenue and operating income to fluctuate and
fail to meet expectations.

                                        15
<PAGE>

WE MAY LOSE KEY PERSONNEL, CUSTOMERS AND BUSINESS PARTNERS ACQUIRED IN THE ASERA
ASSET ACQUISITION, WHICH COULD ADVERSELY IMPACT OUR BUSINESS, FINANCIAL RESULTS
AND PROSPECTS.

     One of the principal benefits which we anticipated in the Asera asset
acquisition was the expanded customer and partner base. However, customers and
partners of Asera may elect not to maintain business relationships with us. If
we are unable to maintain these business relationships, we will not receive many
of the expected benefits from the Asera asset acquisition, which will materially
and adversely affect our business.

     For example, in April 2003, one of Asera's customers and partners, E2open
LLC, sued us in the United States District Court, Northern District of
California asserting claims of misappropriation of trade secrets, common law
misappropriation, conversion, unfair competition and declaratory relief based
upon the allegation that SEEC wrongfully came into possession of certain design
specifications belonging to E2open when SEEC acquired the Asera assets. E2open
sought a preliminary injunction to enjoin SEEC from disclosing any of E2open's
alleged trade secrets and to enjoin the sale of SEEC's supply chain management
products that had been derived from E2open's alleged trade secret. E2open
further claimed that all contracts between Asera and E2open were otherwise
terminated. On June 17, 2003, the district court denied in part and granted in
part E2open's motion. The court held that SEEC could not possess or disclose
E2open's alleged trade secrets. However, the court denied the remainder of
E2open's motion, ruling that SEEC was entitled to continue distributing its
supply chain management product. In a separate action, on May 19, 2003, SEEC
brought a claim before the American Arbitration Association against E2open for
payments owed under the Software License Agreement that SEEC assumed from Asera.
SEEC believes that the allegations against it are without merit and intends to
defend the litigation and prosecute the arbitration vigorously. However, we
cannot predict the ultimate outcome of these actions, and an adverse outcome to
the litigation could have a material adverse effect on our business, operating
results and financial condition. Even if SEEC is entirely successful in
defending this lawsuit or prosecuting this arbitration, SEEC may incur
significant legal expenses, and SEEC's management may expend significant time in
the defense.

     Another principal benefit of the Asera asset acquisition was the expanded
sales, marketing and technical personnel of Asera, particularly Asera's direct
sales force. We may be unable to successfully retain those Asera employees that
we have sought to employ. For example, we were unsuccessful in retaining most of
Asera's former sales force in the United Kingdom and are attempting to recruit
replacement sales personnel. If we are unsuccessful in our efforts to timely
recruit suitable replacements, our ability to generate revenues in the United
Kingdom and the other geographic areas previously served by that sales force may
be impaired.

WE MAY HAVE LIMITED RECOURSE AGAINST ASERA AND/OR SHERWOOD PARTNERS IN THE EVENT
THAT THE ASSETS WE ACQUIRED ARE IMPAIRED.

     Because the asset purchase agreement for the Asera asset acquisition was
with Sherwood Partners, as an assignee for the benefit of Asera's creditors,
rather than with Asera, we did not receive many of the protections customarily
afforded acquirers in more typical asset purchase transactions. For example,
since Sherwood Partners served solely in a fiduciary capacity for the Asera
creditors, it had no experience with the assets, properties and business of
Asera. Therefore, we received few representations and warranties from Sherwood
Partners, and the Asera assets were conveyed to us on an "as is" basis (in other
words, without warranties). In addition, we do not have contractual privity with
Asera and therefore have no direct contractual recourse against Asera. We would
therefore have limited or no recourse if any of the assets purchased in the
Asera asset acquisition are impaired.

WE MAY BE FORCED TO REPAY THE BRIDGE DEBT WE ASSUMED IN CONNECTION WITH THE
ASERA ASSET ACQUISITION, WHICH COULD ADVERSELY AFFECT OUR CASH POSITION.

     As partial consideration for the Asera asset acquisition, we assumed
approximately $2.1 million (plus accrued interest) of senior secured debt of
Asera owed to Asera's bridge lenders, including KPCB Holdings, Inc. ("KPCB").
KPCB holds approximately 95% of the bridge debt. Pursuant to a consent and
agreement dated January 8, 2003, we agreed with the bridge lenders that, subject
to certain conditions, including the approval of our shareholders, all of the
bridge debt (including accrued interest) would convert into (i) 1,646,129 shares
of our common stock and (ii) the right to receive, under certain circumstances,
an aggregate of $301,782 in cash. If such

                                        16
<PAGE>

shareholder approval is not obtained by August 15, 2003, the bridge indebtedness
(including accrued interest of approximately $126,000 to that date) would become
due and payable. Payment of the bridge debt in full would adversely affect our
cash position.

A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK MAY BE SOLD INTO THE MARKET
IN THE NEAR FUTURE, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO
DROP SIGNIFICANTLY.

     The combination of our recent issuances and proposed issuances of common
stock and rights to acquire common stock, together with various registration
rights we have granted, may cause a significant number of shares to be sold into
the open market, which could cause downward pressure on our stock price.

KPCB AND ITS AFFILIATES HAVE, AND WILL CONTINUE TO HAVE, SIGNIFICANT INFLUENCE
OVER OUR COMPANY, WHICH COULD HAVE THE EFFECT OF DELAYING, PREVENTING OR CAUSING
A CHANGE OF CONTROL.

     KPCB, together with its affiliates, holds approximately 1,205,354 shares of
our common stock and is our single largest shareholder. Vinod Khosla, a member
of our board of directors, is a partner of Kleiner Perkins Caufield & Byers, an
affiliate of KPCB. We are currently seeking shareholder approval for the
issuance of additional shares of our common stock upon conversion of certain
bridge debt owing to certain bridge lenders, including KPCB, as well as the
issuance of certain consulting warrants to KPCB (see Note 13 to the Consolidated
Financial Statements). If these matters are approved by our shareholders and
other conditions to these issuances are satisfied, KPCB (and its affiliates)
would beneficially own upon conversion of the bridge debt 2,763,802 shares of
our common stock. Based on the 7,319,992 shares of our common stock outstanding
as of June 26, 2003, plus the shares issued to KPCB upon conversion of the
bridge debt, this would represent approximately 30.8% of our common stock then
outstanding. In addition, if the revenue targets contained in the consulting
warrants are attained and KPCB (and its affiliates) elected to exercise all of
these consulting warrants, KPCB (and its affiliates) could beneficially own up
to 5,263,802 shares of our common stock, representing approximately 45.9% of our
common stock then outstanding (including the shares issued in the bridge
conversion and upon the full exercise of the consulting warrants). This existing
and potential concentration of voting power held by KCPB could have the effect
of delaying, preventing or causing a change in control. The interests of KPCB
and its affiliates may also conflict with the interests of the other holders of
our common stock.

WE MAY MAKE ADDITIONAL ACQUISITIONS, WHICH MAY PRESENT US WITH NEW AND SPECIAL
RISKS, INCLUDING THE ASSUMPTION OF UNDISCLOSED LIABILITIES OF ANY ACQUIRED
COMPANIES, THE FAILURE TO ACHIEVE ANTICIPATED BENEFITS SUCH AS COST SAVINGS AND
SYNERGIES, AS WELL AS THE DIVERSION OF MANAGEMENT'S ATTENTION DURING THE
ACQUISITION AND INTEGRATION PROCESS.

     In addition to the Asera asset acquisition, we may acquire other
businesses, products, and technologies to enhance and expand our line of
enterprise solutions and to expand our customer base. We may be unable to
identify, acquire, or profitably manage additional businesses or successfully
integrate any acquired businesses without substantial expenses, delays, or other
operational or financial problems. Acquisitions involve a number of special
risks and factors, including increased competition for attractive acquisition
candidates in our markets, difficulties with the technological enhancement and
incorporation of acquired products into existing product lines and services,
problems assimilating the operations and personnel of the acquired companies,
failure to retain key personnel, adverse short-term effects on reported
operating results, the amortization of acquired intangible assets, the
assumption of undisclosed liabilities of any acquired companies and the failure
to achieve anticipated benefits such as cost savings and synergies. Some or all
of these special risks and factors could disrupt our ongoing business, distract
management and employees, increase expenses and adversely affect our results of
operations. Furthermore, we may incur indebtedness or issue equity securities to
pay for any future acquisitions. The issuance of equity securities could be
dilutive to our existing stockholders. In addition, the accounting treatment for
any acquisition transaction may result in significant goodwill, which, if
impaired, will negatively affect our consolidated results of operations.

                                        17
<PAGE>

OUR BUSINESS CREATES THE POTENTIAL FOR PRODUCT LIABILITY, WHICH MAY ULTIMATELY
LEAD TO PROTRACTED AND EXPENSIVE LEGAL PROCEEDINGS.

     Our software products and solutions are often utilized to perform
reengineering functions on mission-critical components of our customers'
information systems. The programs and data contained in these systems are often
necessary for the continuation of the customer's business and are critical to
the operations and financial performance of the customer. Any failure of these
systems could have a material adverse effect upon our customers and could result
in a claim for substantial damages against us, regardless of our responsibility
for such failure. In connection with the license of our products and the sale of
our services, we attempt to contractually limit our liability for damages
arising from negligent acts, errors, mistakes or omissions. Despite this
precaution, these limitations of liability may not be enforceable or may not
otherwise protect us from liability for damages. Additionally, we maintain
general liability insurance coverage with limits of $1 million per occurrence
and $1 million aggregate coverage, and excess liability insurance coverage with
limits of $6 million per occurrence and $6 million aggregate coverage. However,
we can provide no assurance that this coverage will continue to be available on
acceptable terms, or at all, or will be sufficient to cover one or more large
claims. Alternatively, our insurers might disclaim coverage as to any future
claim. The successful assertion of one or more large claims against us that
exceed available insurance coverages, or changes in our insurance policies, such
as premium increases or the imposition of large deductible or co-insurance
requirements, could materially and adversely effect our operating results and
financial condition.

OUR SUCCESS DEPENDS ON OUR ABILITY TO EXPAND OUR DIRECT SALES FORCE.

     Our ability to achieve significant revenue growth in the future will
depend, in part, on our success in recruiting, training and managing sufficient
direct sales personnel. Although we are currently investing, and plan to
continue to invest, significant resources to develop and expand our direct sales
force, we have at times experienced, and may continue to experience, difficulty
in recruiting qualified personnel for our direct sales force. Any failure to
expand our direct sales force or network of partners could have a material
adverse effect on our business, operating results and financial condition.

OUR GROWTH MAY BE LIMITED IF WE FAIL TO BUILD OUR INDIRECT SALES CHANNEL.

     Indirect sales channels accounted for approximately 17% of our total
revenue in fiscal 2003. We have established relationships with a limited number
of resellers and systems integrators and consultants. Our ability to achieve
significant revenue growth in the future will depend, in part, on our success in
expanding our network of partners that utilize or market our products. Even if
we are able to expand our network of partners, our agreements with these
partners are generally non-exclusive, and some may be terminated by either party
without cause. Our partners are not within our control, are not obligated to
purchase products from us, and may also offer their own product lines and
solutions or represent or refer product lines or solutions offered by our
competitors. These partners may not continue their current relationships with
us, or may give higher priority to the sale or referral of other products or
solutions, including products or solutions of our competitors. A reduction in
sales efforts or discontinuance of sales or referrals of our products by
partners could lead to reduced sales and could materially and adversely affect
our business, operating results and financial condition.

     Our strategy of marketing our products directly to end users and indirectly
through partners may result in distribution channel conflicts. Our direct sales
efforts may compete with those of our indirect sales channels and, to the extent
that partners target the same customer, such partners may come into conflict
with each other. These channel conflicts could materially and adversely affect
our relationships with our customers or partners, or our ability to attract
additional partners.

IF WE ARE UNABLE TO MAINTAIN OR EXPAND OUR STRATEGIC RELATIONSHIPS, WE MAY BE
UNABLE TO GROW OUR BUSINESS.

     We have, and prior to its assignment for the benefit of creditors, Asera
had, established strategic relationships with a number of organizations that we
believe are important to our worldwide sales, marketing and support activities.
Our relationships with our partners such as Satyam Computer Services, Ltd.,
NIIT, Infosys

                                        18
<PAGE>

Technologies, Ltd. and Accenture expand the distribution of our products. There
can be no assurance that our partners, many of which have significantly greater
financial and marketing resources than we do, will not develop or market
software products which compete with our products in the future, or will not
otherwise discontinue their relationships with or support of us. Our failure to
maintain our existing relationships or to establish new relationships in the
future could have a material adverse effect on our business, operating results
and financial condition.

     In addition, our solutions depend, to a certain extent, on our ability to
build interfaces with third-party software products, which are subject to the
proprietary rights of such third parties. There can be no assurance that such
third parties will continue to support or update such products, or that we will
continue to have the access to such products necessary to offer the interfaces
as a component of our solutions.

OUR DEPENDENCE ON OFFSHORE SOFTWARE DEVELOPMENT COULD CREATE PROBLEMS FOR US IF
ADVERSE DEVELOPMENTS IN INDIA SHOULD OCCUR.

     A significant element of our business strategy is to continue to leverage
our investment in SEEC Asia, which is located in Hyderabad, India. We believe
that the use of this offshore software development center will provide us with a
potential cost advantage over some of our competitors. In the past, India has
experienced significant inflation and other economic difficulties and has been
subject to significant currency fluctuations. The Indian government has
exercised, and continues to exercise, significant influence over many aspects of
the Indian economy, and Indian government actions concerning the economy could
have a material adverse effect on private sector entities. During the past
several years, India's government has provided significant tax incentives and
relaxed certain regulatory restrictions in order to encourage foreign investment
in specified sectors of the economy, including the software development
industry. Certain of those benefits which have directly affected us include,
among others, tax holidays, liberalized import and export duties, and
preferential rules concerning foreign investment and repatriation. Despite these
benefits, however, India's central and state governments remain significantly
involved in the Indian economy as regulators. The elimination of any of these
benefits could have a material adverse effect on our business, operating results
and financial condition. Further, we may be materially and adversely affected by
future changes in inflation, interest rates, currency valuation, taxation,
social stability or other political, economic or diplomatic developments in or
affecting India.

INTERNATIONAL MARKETS POSE COMPLEX MANAGEMENT, FOREIGN CURRENCY, LEGAL, TAX AND
ECONOMIC RISKS FOR OUR BUSINESS WHICH COULD ADVERSELY AFFECT OUR OPERATING
RESULTS.

     In fiscal 2003, 2002, and 2001, 34%, 32%, and 32%, respectively, of our
revenues were from international customers. We expect to continue to derive a
significant percentage of our revenues from international sources. We have
operations in the United Kingdom and India, and may expand our operations in
other international markets. As a result, we will be subject to a number of
risks, including, among other things, difficulties in administering our business
globally, managing foreign operations, currency fluctuation, restrictions
against the repatriation of earnings, export requirements and restrictions, and
multiple and possibly overlapping tax structures. In addition, we may from time
to time experience a decrease in sales in certain foreign countries as a result
of general economic conditions in such countries. The realization of any of
these risks could materially and adversely affect our operating results and
financial condition.

     In addition, acceptance of our products in certain international markets
may require extensive, time-consuming and costly modifications to our products
to localize the products for use in particular markets. Any earnings generated
in countries other than the United States may be permanently invested outside
the United States, or may be subject to considerable taxation if repatriated to
the United States. We may incur significant costs in foreign currencies to
enhance our marketing, sales and distribution in other countries. Accordingly,
as a result of currency fluctuations, the translation of foreign currencies into
U.S. dollars for accounting purposes could adversely affect our operating
results. Historically, our foreign currency translation adjustments have not
been significant.

                                        19
<PAGE>

ACTS OF WAR OR TERRORISM COULD ADVERSELY AND MATERIALLY AFFECT OUR BUSINESS AND
OPERATIONS BY DAMAGING OR DISRUPTING US, OUR SUPPLIERS, STRATEGIC PARTNERS OR
CUSTOMERS, OR CREATING INSTABILITY.

     The September 11, 2001 terrorist attacks on the United States created
immediate significant economic and political uncertainty. The long-term effects
of such attacks on the world economy and our business are unknown, but could be
material to us. Further terrorist acts or acts of war, whether in the United
States or abroad, including recent events in the Middle East, could cause damage
or disruption to us, our suppliers, strategic partners or customers, or could
create political or economic instability, any of which could have a material
adverse effect on our business. Particularly, escalated tensions between India
and Pakistan pose an increased risk to our software development and sales
operations in India, which could be disrupted in the event of the outbreak of
war between the two countries.

WE DEPEND ON KEY PERSONNEL AND OUR LOSS OF ONE OR MORE OF THEM COULD ADVERSELY
AND MATERIALLY AFFECT OUR BUSINESS BY DISRUPTING OUR ONGOING OPERATIONS.

     Our success will depend, in part, upon our ability to hire and retain key
senior management. We hired other key personnel in connection with our Asera
asset acquisition. The loss of key personnel can result in significant
disruption to our ongoing operations, and new key personnel must spend a
significant amount of time learning our business and our systems, in addition to
performing their regular duties. We have employment agreements with certain key
employees. However these agreements cannot prevent their departure. If we are
unable to hire and retain qualified personnel, our business and prospects will
be materially and adversely affected.

IF WE ARE UNABLE TO ATTRACT AND RETAIN HIGHLY SKILLED PERSONNEL, WE MAY BE
UNABLE TO GROW OUR BUSINESS.

     The market for qualified personnel has historically been, and we expect
that it will continue to be, intensely competitive, and the process of locating
and hiring qualified personnel can be difficult, time-consuming and expensive.
Our strategic plan requires continued hiring of highly skilled technical,
professional services and sales and marketing personnel. Failure to successfully
attract, hire, assimilate and retain qualified personnel could limit the rate at
which we develop new products and generate sales, which could have a material
adverse effect on our business, prospects and results of operations.

     Some of our information technology professionals in the U.S. are citizens
of India, with most of them working in the U.S. under H-1B temporary visas.
Under current law, there is a statutory limit on new H-1B visas that may be
issued in a given year. If we are unable to obtain H-1B visas for our employees
in sufficient quantities or at a sufficient rate for a significant period of
time, our business, operating results, and financial condition could be
materially and adversely affected. On October 17, 2000, the "American
Competitiveness in the Twenty-First Century Act" (the "Act") was signed into
law, and the annual H-1B visa quota for each of the years 2001, 2002 and 2003
was increased to 195,000. The annual quota reverts to 65,000 in fiscal year
2004. In addition, certain provisions of the Act make it likely that there will
not be any H-1B "black out periods" as there have been in the past. However, the
Act now permits permanent resident applicants to change employers under certain
conditions, which could adversely impact employee retention rates among our
non-citizen/non-permanent resident consultants.

OUR INTELLECTUAL PROPERTY MAY BE MISAPPROPRIATED OR SUBJECT TO CLAIMS OF
INFRINGEMENT, WHICH COULD LEAD TO SIGNIFICANT LEGAL COSTS AND REQUIRE OUR
MANAGEMENT TO DIVERT TIME FROM OUR BUSINESS OPERATIONS.

     As is typical of the software industry, our success is heavily dependent
upon our proprietary technology. We regard our enterprise solutions and software
products as proprietary and attempt to protect them under a combination of
copyright, trade secret and trademark laws, as well as by contractual
restrictions on employees and third parties. Despite these precautions, it may
be possible for unauthorized parties to copy our software or to reverse-engineer
or otherwise obtain and use information we regard as proprietary. We have no
patents, and existing trade secret and copyright laws provide only limited
protection. Certain provisions of our license and distribution agreements,
including "shrink-wrap" license agreements, which include provisions protecting
against unauthorized use, duplication, transfer and disclosure, may be
unenforceable under the laws of certain jurisdictions, and we are sometimes
required to negotiate limits on these provisions. Policing unauthorized use of

                                        20
<PAGE>

our products is difficult, and while we are unable to determine the extent to
which piracy of our software exists, software piracy is expected to be a
persistent problem, particularly in international markets and as a result of the
growing use of the Internet. Certain third parties may have the right to be
provided with access to the source code for certain of our products under a
source code escrow agreement with safeguards. Such access to source code may
increase the possibility of misappropriation or misuse of our software. Our
close relationship with certain third-party service providers increases the risk
that such providers may attempt to use our proprietary products and
methodologies to develop their own solutions that compete with ours. In
addition, the laws of some foreign countries do not protect our proprietary
rights to the same extent as do the laws of the United States. There can be no
assurance that the steps that we have taken will be adequate to deter
misappropriation of proprietary information, or that we will be able to detect
unauthorized use and take appropriate steps to enforce our intellectual property
rights.

SOME MAY CLAIM THAT WE INFRINGE THEIR INTELLECTUAL PROPERTY RIGHTS, WHICH COULD
RESULT IN COSTLY LITIGATION OR REQUIRE US TO REENGINEER OR CEASE SALES OF OUR
PRODUCTS.

     We believe that our products do not infringe upon the intellectual property
rights of others and that we have all rights necessary to use the intellectual
property employed in our business. However, we have not performed patent
searches for all of the technologies encompassed in our products. Third parties
may in the future claim that our current or future products infringe their
proprietary rights. For example, one of Asera's customers and partners whose
contracts with Asera we assumed has informed us that it believes the Asera asset
acquisition caused those contracts to terminate and that our license to use its
intellectual property in one of the former Asera product offerings has
terminated. This claim or any other claim of infringement, with or without
merit, could result in costly litigation or require us to reengineer or cease
sales of our products, any of which could have a material adverse effect on our
business, financial condition, results of operations or prospects. Infringement
claims could also require us to enter into royalty or licensing agreements.
Licensing agreements, if required, may not be available on terms acceptable to
us, or at all.

OUR STOCK PRICE IS VOLATILE, WHICH MAY RESULT IN SIGNIFICANT LOSSES TO OUR
SHAREHOLDERS.

     The market prices of technology companies, including SEEC, have been highly
volatile and the value of any investment in our common stock may fluctuate. The
market price of our common stock is likely to continue to be highly volatile and
may increase or decrease significantly as a result of factors such as:

     - actual or anticipated fluctuations in our operating results, and general
       conditions in the computer hardware and software industries;

     - announcements of new products, technological innovations or new contracts
       by us or by our competitors;

     - developments with respect to patents, copyrights or proprietary rights;
       and

     - general economic, market or political conditions.

     In addition, in recent years the stock market in general, and the shares of
technology companies in particular, have experienced extreme price fluctuations.
These broad market and industry fluctuations, over which we have no control, may
materially and adversely affect the market price of our common stock.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

     Except for historical information contained herein, this Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, and we intend that such forward-looking
statements be subject to the safe harbors created thereby. Such forward-looking
statements involve risks and uncertainties and include, but are not limited to,
statements regarding future events and our plans and expectations. Our actual
results may differ materially from such statements. Factors that cause or
contribute to such differences include, but are not limited to, those discussed
above in "Factors That May Affect Future Results," as well as those discussed
elsewhere in this Form 10-K and the documents incorporated herein by reference.
Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate
and, therefore, there can be no assurance that
                                        21
<PAGE>

the results contemplated in such forward-looking statements will be realized. In
addition, as disclosed above under "Factors That May Affect Future Results," our
business and operations are subject to substantial risks that increase the
uncertainties inherent in the forward-looking statements included in this Form
10-K. The inclusion of such forward-looking information should not be regarded
as a representation by us or by any other person that the future events, plans
or expectations contemplated by us will be achieved.

ITEM 2.  PROPERTIES

     Our principal facilities consist of our primary headquarters office located
in the greater Pittsburgh, PA metropolitan area, consisting of approximately
8,000 square feet of office space, and a secondary facility located in Redwood
Shores, CA, consisting of approximately 11,800 square feet of office space. Both
of these locations include administrative, research and development, customer
support, and sales and marketing facilities. The Pittsburgh lease agreement
expires in October 2007, and the Redwood Shores lease agreement expires in
January 2005. In addition, we lease sales offices located in or near Chicago,
and New York. We also lease office space near London, England for our European
operations and in Hyderabad, India for our Asian operations. We will continue to
periodically assess our requirements regarding location, size, and types of
facilities. We believe that we will be able to obtain suitable additional space
as needed.

ITEM 3.  LEGAL PROCEEDINGS

     In April 2003, SEEC was sued by E2open LLC in the United States District
Court, Northern District of California. E2open asserted claims of
misappropriation of trade secrets, common law misappropriation, conversion,
unfair competition, and declaratory relief, based upon the allegation that SEEC
wrongfully came into possession of certain design specifications belonging to
E2open when SEEC purchased substantially all of the assets of Asera, Inc. from
Sherwood Partners, Inc. E2open sought a preliminary injunction to enjoin SEEC
from disclosing any of E2open's alleged trade secrets and to enjoin the sale of
SEEC's supply chain management product that had been derived from E2open's
alleged trade secret.

     On June 17, 2003, the district court denied in part and granted in part
E2open's motion. The court held that SEEC could not possess or disclose E2open's
alleged trade secrets. However, the court denied the remainder of E2open's
motion, ruling that SEEC was entitled to continue distributing its supply chain
management product.

     In a separate action, on May 19, 2003, SEEC brought a claim before the
American Arbitration Association against E2open for payments owed under the
Software License Agreement SEEC that assumed from Asera.

     SEEC believes that the allegations against it are without merit and intends
to defend the litigation and prosecute the arbitration vigorously. However,
there can be no assurance as to the ultimate outcome of these actions, and an
adverse outcome to the litigation could have a material adverse effect on our
business, operating results and financial condition. Even if SEEC is entirely
successful in defending this lawsuit or prosecuting this arbitration, SEEC may
incur significant legal expenses and SEEC's management may expend significant
time in the defense.

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

     None.

                                        22
<PAGE>

                                    PART II

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

     Our Common Stock is traded on the Nasdaq Stock Market under the symbol
"SEEC." The following table sets forth the range of high and low sale prices of
our Common Stock as reported on the Nasdaq Market for the periods indicated.

FISCAL YEARS ENDED MARCH 31,

<Table>
<Caption>
                                                              HIGH      LOW
                                                             ------    -----
<S>                                                          <C>       <C>
2002:
First quarter..............................................  $ 3.37    $1.75
Second quarter.............................................  $ 2.70    $1.16
Third quarter..............................................  $ 1.77    $0.95
Fourth quarter.............................................  $ 3.19    $0.85

2003:
First quarter..............................................  $ 1.80    $1.12
Second quarter.............................................  $ 1.38    $0.62
Third quarter..............................................  $ 1.26    $0.67
Fourth quarter.............................................  $ 1.38    $0.80
</Table>

     As of June 3, 2003, there were approximately 2,300 beneficial owners of our
Common Stock.

     We have never declared or paid cash dividends on our Common Stock and do
not anticipate paying any cash dividends in the foreseeable future. We currently
anticipate that we will retain future earnings, if any, to fund our operations.

     On January 8, 2003, we sold 1,205,354 shares of its outstanding common
stock to KPCB Holdings, Inc., as nominee, for cash consideration of $1,301,782,
or $1.08 per share. These shares of common stock were issued in a private
placement transaction pursuant to Section 4(2) and Regulation D under the
Securities Act of 1933, as amended.

                                        23
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The following selected financial data should be read in conjunction with
the consolidated financial statements and related notes, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this annual report on Form 10-K. The consolidated
statement of operations data for the years ended March 31, 2003, 2002 and 2001
and the consolidated balance sheet data as of March 31, 2003 and 2002 have been
derived from consolidated financial statements that have been audited by BDO
Seidman LLP, independent auditors, included elsewhere in this annual report on
Form 10-K. The consolidated statement of operations data for the years ended
March 31, 2000 and 1999 and the consolidated balance sheet data as of March 31,
2001, 2000 and 1999 have been derived from audited consolidated financial
statements not included in this annual report on Form 10-K. The historical
results presented below are not necessarily indicative of future results.

<Table>
<Caption>
                                                            YEAR ENDED MARCH 31,
                                               -----------------------------------------------
                                                2003      2002      2001      2000      1999
                                               -------   -------   -------   -------   -------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                            <C>       <C>       <C>       <C>       <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
  Software license and maintenance fees......  $ 3,668   $ 1,464   $ 2,261   $ 3,821   $ 7,936
  Professional services......................    1,875       921       858     2,595     3,473
                                               -------   -------   -------   -------   -------
       Total revenues........................    5,543     2,385     3,119     6,416    11,409
                                               -------   -------   -------   -------   -------
Operating expenses:
  Cost of revenues:
     Software license and maintenance fees...      686       372       455       560       813
     Professional services...................    1,670       927     1,147     1,759     2,506
                                               -------   -------   -------   -------   -------
       Total cost of revenues................    2,356     1,299     1,602     2,319     3,319
  General and administrative.................    2,185     1,729     2,268     2,472     2,307
  Sales and marketing........................    3,186     4,350     4,437     5,402     5,303
  Research and development...................    1,824     1,632     1,799     1,825     1,302
  Amortization of goodwill and other
     intangible assets.......................       53       177       559       446       155
  Write-down of impaired assets..............       --       136     2,092        --        --
  Acquired in-process research and
     development.............................       --        --        --       531        --
  Restructuring costs........................      344        --        --        --        --
                                               -------   -------   -------   -------   -------
       Total operating expenses..............    9,948     9,323    12,757    12,995    12,386
                                               -------   -------   -------   -------   -------
Loss from operations.........................   (4,405)   (6,938)   (9,638)   (6,579)     (977)
Interest and other income, net...............      247       680     1,307     1,455     1,608
                                               -------   -------   -------   -------   -------
Income (loss) before income taxes............   (4,158)   (6,258)   (8,331)   (5,124)      631
Income tax provision (benefit)...............       --        --        --      (395)      225
                                               -------   -------   -------   -------   -------
Net income (loss)............................  $(4,158)  $(6,258)  $(8,331)  $(4,729)  $   406
                                               =======   =======   =======   =======   =======
Net income (loss) per common share:
  Basic......................................  $ (0.65)  $ (1.03)  $ (1.37)  $ (0.79)  $  0.07
  Diluted....................................  $ (0.65)  $ (1.03)  $ (1.37)  $ (0.79)  $  0.07
Weighted average number of common and common
  equivalent shares outstanding:
  Basic......................................    6,356     6,095     6,089     5,986     5,954
  Diluted....................................    6,356     6,095     6,089     5,986     6,122
</Table>

                                        24
<PAGE>

<Table>
<Caption>
                                                               AS OF MARCH 31,
                                               -----------------------------------------------
                                                2003      2002      2001      2000      1999
                                               -------   -------   -------   -------   -------
                                                               (IN THOUSANDS)
<S>                                            <C>       <C>       <C>       <C>       <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments................................  $10,068   $14,406   $20,345   $26,202   $30,901
Working capital..............................    5,568    14,023    19,880    25,355    31,764
Total assets.................................   18,915    16,180    22,722    31,946    36,008
Long-term debt, including current portion....    2,113        --        --        --        --
Total shareholders' equity...................   12,086    14,914    21,220    29,597    33,242
</Table>

                                        25
<PAGE>

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

OVERVIEW

     SEEC, Inc. (the "Company" or "SEEC") provides software solutions that help
insurance, manufacturing, financial services and other large companies rapidly
create efficient new business processes by reusing their core administrative and
transaction systems (i.e., "legacy" systems) in new Internet-based applications.
Our solutions include software tools, industry-specific application components,
and implementation services to seamlessly combine the capabilities of new and
old applications and enable new modes of business-to-business (B2B)
collaboration. Our solutions can be implemented without materially disrupting
current operations or replacing current administrative systems, providing a
lower cost, shorter implementation time, and lower risk than new software
packages or traditional software development approaches. We believe that our
ability to reuse a broad range of older applications in more flexible,
configurable applications based on Internet technologies -- including XML
(eXtensible Markup Language), Web services and other emerging standards -- give
us one of the leading cost-effective enterprise solutions available in the
market today. Our solutions are used by more than 30 large global companies.

     The pervasive growth of the Web as a medium for business and the rapid
development and adoption of Internet technologies like XML and Web services are
allowing large enterprises to automate and extend their traditional business
processes to improve efficiency and competitiveness. Our solutions focus on
preserving the competitive advantages inherent in existing financial, customer
service and industrial systems by allowing companies to utilize the underlying
value of these legacy systems in new Web-centric business processes. Our
software products -- SEEC Mosaic(TM) and SEEC Asera(TM) -- support these efforts
by externalizing the essential computational and decision-making logic within
existing systems -- commonly referred to as business rules -- and by providing
means for quickly developing flexible new applications based on Web technologies
that reuse and integrate with valuable older systems.

     The SEEC Mosaic solutions include a suite of software tools (SEEC Mosaic
Studio) and associated methodologies and services that are used in a wide range
of industries for integrating computer applications written in COBOL (the COmmon
Business Oriented Language) and other older software programming languages, with
newer Web-based applications ("legacy integration"); for updating, restructuring
or maintaining those older applications ("legacy modernization"); and for
externalizing the essential computational and decision-making logic within
existing systems in new applications ("legacy transformation").

     In January 2003, the Company acquired certain assets of Asera, Inc.,
including the Asera name, intellectual property and customer relationships. The
Company also employed certain of the former Asera staff. In return, SEEC has
assumed certain liabilities of Asera. The acquired former Asera operations are
located primarily in the United States and Europe and were combined into the
operations of SEEC, Inc. and SEEC Europe Limited. See Note 2 to the Consolidated
Financial Statements.

     The SEEC Asera solutions -- Value Chain for Manufacturing and Integrated
Customer Service for Insurance -- include industry-specific application
components (Asera Commerce, Asera Supply Chain, Asera Insurance), a suite of
integrated software development tools (Asera Studio), cross-industry application
components and a run-time software platform (Asera Server), and related services
that are sold to large manufacturing and insurance companies. The Value Chain
solution allows manufacturers to quickly automate sales, service and supply
management processes across previously-disconnected business units, product
lines, customers, suppliers and geographies without replacing or disrupting
current administrative systems. It reduces selling, inventory and service costs
and helps manufacturers deliver new value-added services, improve product
delivery, and strengthen customer loyalty. The Integrated Customer Service
solution allows insurance carriers to quickly automate their customer service,
policy rating and other processes across multiple sales channels and product
lines. We believe that the SEEC solution can reduce carriers' costs and improve
their relations with customers and the agents and brokers that account for the
vast majority of insurance sales. We also believe that the SEEC Asera solutions,
along with SEEC Mosaic Studio, provide a faster, more cost-effective means for
building these new composite applications compared to existing packaged software
or custom-development efforts.

                                        26
<PAGE>

     SEEC was founded in 1988 to develop tools and solutions for reengineering
large computer applications written in COBOL and other older software
programming languages, commonly referred to as legacy applications. Through
1999, organizations used our solutions extensively for year 2000 remediation and
testing, legacy application modernization, and legacy transformation. Through
our internal development efforts and acquisitions, we have since added
Web-enablement and integration technology, introduced SEEC Mosaic Studio, and
developed application components for insurance and healthcare. In January 2003
we acquired the Asera products and underlying technology for developing
configurable, Web-centric composite applications that combine the capabilities
of new and old applications.

     Our customer base consists primarily of large and medium-sized
organizations including corporations, third-party information technology ("IT")
service providers, higher education institutions, non-profit entities and
governmental agencies. We derive our revenues from software license and
maintenance fees and professional services fees. Professional services are
typically provided to customers in conjunction with the license of software
products. Our enterprise solutions and software products and services are
marketed through a broad range of distribution channels, including direct sales
to end users, and to end users in conjunction with our service provider
partners.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America, which require us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. We periodically evaluate these estimates, including those related
to our revenue recognition, allowance for doubtful accounts, and intangible
assets. We base our estimates on historical experience and various other
assumptions that we believe to be reasonable based on the specific
circumstances, the results of which form the basis for making judgments about
the carrying value of certain assets and liabilities that are not readily
apparent from other sources. Actual results could differ from these estimates.

     We, including our audit committee, believe the following critical
accounting policies impact the most significant judgments and estimates used in
the preparation of our consolidated financial statements:

     Revenue Recognition.  Our revenue recognition policy is significant because
our revenue is a key component of our results of operations. We recognize
revenue in accordance with generally accepted accounting principles that have
been prescribed for the software industry. The accounting rules related to
revenue recognition are complex and are affected by interpretations of the rules
and an understanding of industry practices, both of which are subject to change.
Consequently, the revenue recognition accounting rules require management to
make significant judgments.

     Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. We recognize revenue for licensed software in accordance
with Statement of Position ("SOP") 97-2, "Software Revenue Recognition" (as
amended and interpreted), SOP 98-9, "Software Revenue Recognition, With Respect
To Certain Arrangements," and related interpretations and Securities and
Exchange Commission Staff Accounting Bulletin ("SAB") 101, and related
interpretations and amendments. We recognize revenue upon meeting all of the
following criteria: (i) execution of a written agreement signed by us and the
customer; (ii) delivery of software has occurred; (iii) the fee for the software
is fixed or determinable; (iv) collection is reasonably assured; and (v) vendor
specific objective evidence ("VSOE") of fair value exists to allocate the total
fee to elements of an arrangement. We use a signed contract or purchase order as
evidence of an arrangement for professional services, software licenses and
maintenance renewals. Licensed software is delivered to customers on a CD-ROM or
electronically. We assess whether fees are fixed and determinable based on the
payment terms associated with the transaction, and we assess collectibility
based on a number of factors, including the customer's past payment history and
its current creditworthiness. If we determine that collection of a fee is not
reasonably assured, we defer the revenue and recognize it at the time collection
becomes reasonably assured, generally upon receipt of cash payment. VSOE is
based on the price generally charged when an element is sold separately, or if
not yet sold separately, the price

                                        27
<PAGE>

established by authorized management. Customer support and maintenance contract
revenues are deferred and recognized ratably over the term of the related
agreement, generally twelve months.

     We provide professional services under time-and-materials contracts.
Revenues from time-and-materials contracts are recognized as the services are
provided. In accordance with Emerging Issues Task Force ("EITF") No. 01-14,
"Income Statement Characterization of Reimbursements Received for
'Out-of-Pocket' Expenses Incurred," the Company characterizes reimbursements
received for out-of-pocket expenses as revenue and the associated costs as cost
of revenues in the statement of operations. All prior year amounts have been
reclassified to be consistent with the current year's presentation.

     In circumstances where VSOE for undelivered elements of a multiple element
contract is not determinable, revenue on the contract is deferred until either
fair value is determinable or when all elements are delivered, unless the only
undelivered element is maintenance, in which case the total arrangement fee is
recognized ratably over the remaining maintenance period. Amounts received in
advance of the delivery of products or performances of services are classified
as deferred revenues in the consolidated balance sheets. In accounting for sales
of annual software licenses which include customer support and maintenance, we
recognize both the software license and maintenance revenues ratably over the
twelve-month license term.

     Impairment of Goodwill and Intangible Assets.  We record intangible assets
when we acquire other companies. The cost of the acquisition is allocated to the
assets and liabilities acquired, including intangible assets, with the remaining
amount being classified as goodwill. We periodically review the carrying amounts
of goodwill and intangible assets for indications of impairment. If impairment
is indicated, we assess the value of the intangible assets. The value of
goodwill and intangible assets has been amortized to operating expense over
time, with in-process research and development recorded as a one-time charge on
the acquisition date. Under current accounting guidelines that became effective
on July 1, 2001, goodwill arising from transactions occurring after June 30,
2001 and any existing goodwill as of April 1, 2002 are no longer amortized to
expense but rather are periodically assessed for impairment. As a result of
write-downs of goodwill resulting from impairment evaluations performed in
fiscal 2001 and 2002, no goodwill existed as of April 1, 2002. However, goodwill
was recorded in connection with the January 2003 Asera asset acquisition. See
Notes 2 and 5 to the Consolidated Financial Statements. We periodically review
the estimated remaining useful lives of our intangible assets. A reduction in
our estimate of remaining useful lives, if any, could result in increased
amortization expense in future periods.

     Allowance for Doubtful Accounts.  We record allowances for estimated losses
resulting from the inability of our customers to make required payments. We
assess the credit worthiness of our customers based on past collection history
and specific risks identified in our outstanding accounts receivable. If the
financial condition of a customer deteriorates such that its ability to make
payments might be impaired, or if payments from a customer are significantly
delayed, additional allowances might be required, resulting in future bad debt
expense not provided in the allowance for doubtful accounts at March 31, 2003.

                                        28
<PAGE>

RESULTS OF OPERATIONS

     The following table sets forth the percentage of total revenues represented
by certain income and expense items.

<Table>
<Caption>
                                                               YEAR ENDED MARCH 31,
                                                              ----------------------
                                                              2003     2002     2001
                                                              ----     ----     ----
<S>                                                           <C>      <C>      <C>
REVENUES:
  Software license and maintenance fees.....................   66%       61%      73%
  Professional services.....................................   34        39       27
                                                              ---      ----     ----
       Total revenues.......................................  100       100      100
                                                              ---      ----     ----
OPERATING EXPENSES:
  Cost of revenues:
     Software license and maintenance fees..................   12        15       14
     Professional services..................................   30        39       37
                                                              ---      ----     ----
       Total cost of revenues...............................   42        54       51
  General and administrative................................   39        73       73
  Sales and marketing.......................................   58       182      142
  Research and development..................................   33        69       58
  Amortization of goodwill and other intangible assets......    1         7       18
  Write-down of impaired assets.............................   --         6       67
  Restructuring costs.......................................    6        --       --
                                                              ---      ----     ----
       Total operating expenses.............................  179       391      409
                                                              ---      ----     ----
Loss from operations........................................  (79)     (291)    (309)
Interest and other income, net..............................    4        29       42
                                                              ---      ----     ----
Net loss....................................................  (75)%    (262)%   (267)%
                                                              ===      ====     ====
</Table>

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2003 AND MARCH 31, 2002

     Results of operations for the year ended March 31, 2003 include the impact
from January 2003 of the acquisition of certain of the assets and liabilities of
Asera, Inc., including customer relationships and certain of Asera's workforce.
See Note 2 to the Consolidated Financial Statements.

     Revenues.  Total revenues for fiscal 2003 were $5,543,000 compared to
$2,385,000 for fiscal 2002, an increase of $3,158,000 or 132%. The increase is
attributable to increases in both our traditional business and to new business
resulting from the Asera asset acquisition. Of the total increase in revenues,
$1,771,000 was directly attributable to the Asera asset acquisition.

     Software license and maintenance fees were $3,668,000 for fiscal 2003
compared to $1,464,000 for fiscal 2002, an increase of $2,204,000 or 151%.
$1,547,000 of this increase was attributable to the Asera asset acquisition. The
remaining increase was due to two large sales to insurance customers and growth
in license sales to off-shore service provider partners.

     Professional services revenues, consisting of consulting and training
services fees, were $1,875,000 in fiscal 2003 compared to $921,000 in fiscal
2002, an increase of $954,000 or 104%. $188,000 of this increase was
attributable to the Asera asset acquisition. The majority of the remaining
increase was due to large consulting projects with two major insurance
customers.

     Pricing for our products and solutions has not changed significantly over
recent years. The size and quantity of individual deals determine our level of
revenues, more so than any other factor. Typically, our revenues are impacted
substantially by the timing of, or our ability to close, one or two deals in a
given fiscal year or reporting period.

     Cost of Revenues.  Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of (i) personnel costs of employees or subcontracted

                                        29
<PAGE>

personnel required to provide consulting, training, on-site or off-site
services, and customer support services, and (ii) amortization expense related
to capitalized costs of acquired computer software. Our total cost of revenues
was $2,356,000 for fiscal 2003, compared to $1,299,000 for fiscal 2002, an
increase of $1,057,000 or 81%. The increase in cost of revenues corresponds to
the increase in revenues discussed above, including approximately $714,000 of
additional professional services and customer support services expenses
attributable to the Asera asset acquisition.

     Cost of software license and maintenance fees includes the expenses of
providing customer support services, amortization expense related to capitalized
costs of acquired computer software and, to a lesser degree, the expenses of
third-party software sold, media, manuals, duplication and shipping related to
sales of certain of our software products. Customer support ("maintenance")
services include telephone or online (Internet) technical assistance and
periodic software upgrades provided to customers who have purchased maintenance
in conjunction with software license purchases. Cost of software license and
maintenance fees was $686,000 for fiscal 2003 compared to $372,000 for fiscal
2002, an increase of $314,000 or 84%. The increase was primarily attributable to
additional operating costs resulting from the Asera asset acquisition, including
amortization expense of $200,000 related to capitalized costs of acquired
computer software. The increase was partially offset by reductions in non-Asera
related customer support costs, particularly in employment-related costs.

     Professional services costs consist primarily of compensation-related costs
and travel expenses of our personnel responsible for providing consulting and
training services to customers. Costs of temporary or subcontracted labor may
also be included, if such labor is required to meet the demands of providing
services. Professional services costs were $1,670,000 for fiscal 2003 compared
to $927,000 for fiscal 2002, an increase of $743,000 or 80%. This increase was
associated with the 104% increase in professional services revenues discussed
above and consists primarily of higher employee compensation, mainly due to an
increase in the number of employees, and travel expenses. Approximately $355,000
of additional expenses attributable to the Asera asset acquisition, primarily
personnel-related costs, are included in fiscal 2003.

     Gross Margins.  Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 57% for fiscal 2003 compared to 46%
for fiscal 2002. Gross margin percentages were 81% and 75% for software license
and maintenance fees, and 11% and (1)% for professional services, for fiscal
2003 and 2002, respectively.

     The gross margin percentages for software license and maintenance fees are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. The gross
margin percentage for software license and maintenance fees was higher in fiscal
2003 than in fiscal 2002 due primarily to the increase in these revenues, which
increased by a proportionately greater percentage than the increase in customer
support costs.

     The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. The gross margin percentage in fiscal 2003 was higher than in
fiscal 2002 due to the increase in professional services revenues, which
resulted in higher utilization rates of our billable consultants. The term
"utilization rates" refers to the percentage of our professional consultants'
time that is spent delivering billable services to customers.

     General and Administrative.  General and administrative expenses include
the costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $2,185,000 for fiscal 2003 compared to $1,729,000 for fiscal 2002,
an increase of $456,000 or 26%. This increase was primarily due to higher
insurance premiums, legal fees, and additional expenses of $272,000 resulting
from the Asera asset acquisition.

     Sales and Marketing.  Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
tradeshows and other promotional activities. Sales and marketing expenses were
$3,186,000 for fiscal 2003 compared to $4,350,000 for fiscal 2002, a decrease of
$1,164,000 or 27%. The decrease is primarily due to lower compensation-related
costs and a decline in marketing expenditures for tradeshows and print
materials. The

                                        30
<PAGE>

cost reductions were partially offset by additional expenses of $734,000,
primarily personnel-related costs, resulting from the Asera asset acquisition.

     Research and Development.  Total expenditures for research and development
were $1,824,000 in fiscal 2003 compared to $1,632,000 in fiscal 2002, an
increase of $192,000 or 12%. The increase was attributable to $438,000 in
additional operating costs resulting from the Asera asset acquisition, which was
partially offset by a $248,000 reduction in other compensation-related costs. A
larger proportion of development work was shifted from the United States to
India, where personnel costs are lower.

     Amortization of Goodwill and Other Intangible Assets.  Goodwill (prior to
April 1, 2002) and other intangible assets are amortized over their estimated
useful lives of three to ten years. Amortization of goodwill and other
intangible assets amounted to $53,000 in fiscal 2003 compared to $177,000 in
fiscal 2002, a decrease of $124,000 or 70%. The reductions were due to (1) the
write-down of goodwill recorded in the fourth quarter of fiscal 2002, which
reduced the value of assets subject to amortization in subsequent periods and
(2) the change in accounting guidelines under which goodwill is no longer
amortizable, starting in fiscal 2003. See Note 5 to the Consolidated Financial
Statements.

     Write-Down of Impaired Assets. We incurred non-cash charges of $136,000 to
write down impaired assets in fiscal 2002. We did not incur any such charges in
fiscal 2003. The fiscal 2002 charges were based principally on an impairment
test of goodwill acquired in our August 1999 purchase of ERA Software Systems
Private, Limited, a software consulting and development company based in India.
The value of acquired goodwill and other intangible assets was deemed impaired
and charged to operations, because the expected future cash flows of the related
assets were less than their carrying values.

     Restructuring Costs. In June 2002, we adopted a formal plan to reduce
operating costs, including a shift in our direct sales strategy related to our
solutions for the insurance industry. In connection with this plan, during the
first quarter of fiscal 2003, we recorded restructuring costs of $344,000,
consisting of charges for workforce reduction, the write-off of abandoned excess
property and equipment, and an accrual for noncancelable lease obligations
related to unused facilities. See Note 4 to the Consolidated Financial
Statements. We did not incur any restructuring charges in fiscal 2002.

     Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are comprised primarily of money market funds and high-grade bonds with
average maturities of less than two years. Interest and other income, net was
$247,000 in fiscal 2003, compared to $680,000 in fiscal 2002, a decrease of
$433,000 or 64%. This decrease resulted from lower short-term interest rates
combined with the effect of lower cash and short-term investments balances in
the current year as compared to the prior year. The drop in interest income of
$362,000 was in addition to a net $71,000 decrease in the gain on the disposal
of marketable investments. Cash and short-term investment balances were used in
fiscal 2003 primarily to fund operations.

COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2002 AND MARCH 31, 2001

     In order to reduce expenses, during the fiscal year ended March 31, 2001,
we closed the operations of SEEC Singapore, Pte. Ltd. and those of our
unincorporated branch located in South Korea. Revenues of the two operations for
the fiscal year ended March 31, 2000 were $351,000, with a combined net
operating income of $79,000. For the year ended March 31, 2001, these operations
had no revenues and a combined net operating loss of $135,000. We determined
that projected business activity did not justify continuing the Singapore and
South Korea operations, and that revenue opportunities in those markets could be
pursued by SEEC Asia, our subsidiary in Hyderabad, India.

     Revenues. Total revenues for fiscal 2002 were $2,385,000 compared to
$3,119,000 for fiscal 2001, a decrease of $734,000 or 24%. Software license and
maintenance fees were $1,464,000 for fiscal 2002 compared to $2,261,000 for
fiscal 2001, a decrease of $797,000 or 35%. Professional services revenues,
consisting of consulting and training services fees, were $921,000 in fiscal
2002 compared to $858,000 in fiscal 2001, an increase of $63,000 or 7%. The
decrease in total revenues is primarily attributable to the global economic
slowdown, as many companies have chosen to defer or reduce the rate of spending
on information technology

                                        31
<PAGE>

("IT") projects. This reduced spending on software and services has negatively
impacted our revenues. The decline in revenues is also due to our diverting
marketing expenditures toward the Axcess for Insurance solutions during fiscal
2002, such that the development of new sales opportunities for the Legacy
Transformation product line was negatively impacted. The imbalance in marketing
programs was eventually identified and corrected.

     Pricing for our products and solutions has not changed significantly over
recent years. The size and quantity of individual deals determine our level of
revenues, more so than any other factor. Typically, our revenues are impacted
substantially by the timing of, or our ability to close, one or two deals in a
given fiscal year or reporting period.

     Cost of Revenues. Cost of revenues includes cost of software license and
maintenance fees and cost of professional services. Cost of revenues consists
primarily of costs of personnel required to provide consulting, training,
on-site or off-site factory services, and customer support services. Our total
cost of revenues was $1,299,000 for fiscal 2002, compared to $1,602,000 for
fiscal 2001, a decrease of $303,000 or 19%. The decrease in cost of revenues was
associated with the decline in revenues, as discussed above. Total costs of
revenues did not decrease in the same proportion as did revenues between
periods, primarily due to costs of maintaining customer support staff at a level
adequate to serve our customers, regardless of the decrease in associated
revenues during the period.

     Cost of software license and maintenance fees includes the expenses for
providing customer support services and, to a lesser degree, the expenses of
third-party software sold, media, manuals, duplication and shipping related to
sales of certain of our software products. Customer support ("maintenance")
services include telephone or online (Internet) technical assistance and
periodic software upgrades provided to customers who have purchased maintenance
in conjunction with software license purchases. Cost of software license and
maintenance fees was $372,000 for fiscal 2002 compared to $455,000 for fiscal
2001, a decrease of $83,000 or 18%. Customer support costs declined with a fall
in maintenance contract renewals. The cost reductions were primarily in
personnel costs.

     Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for our personnel responsible for providing
consulting and training services to customers. Professional services costs were
$927,000 for fiscal 2002 compared to $1,147,000 for fiscal 2001, a decrease of
$220,000 or 19%. This decrease was primarily attributable to reductions in
professional staff and associated personnel costs. Despite the reduction in
staffing, in fiscal 2002 we were able to deliver an increase in billable
services hours and therefore, professional services revenues, due to improved
utilization rates for our professional staff, compared to utilization rates in
fiscal 2001. The term "utilization rates" refers to the percentage of our
professional consultants' time that is spent delivering billable services to
customers.

     Gross Margins. Our total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 46% for fiscal 2002 compared to 49%
for fiscal 2001. Gross margin percentages were 75% and 80% for software license
and maintenance fees, and (1)% and (34)% for professional services, for fiscal
2002 and 2001, respectively.

     The gross margin percentages for software license and maintenance fees are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. The gross
margin percentage for software license and maintenance fees was lower in fiscal
2002 than in fiscal 2001 due primarily to the decrease in these revenues, which
declined by a proportionately greater percentage than the decrease in customer
support costs.

     The gross margin percentages for professional services vary depending on
the utilization rates for billable consultants, the timing and amount of costs
incurred for recruiting and training services consultants, and the type of
services provided. The gross margin percentage in fiscal 2002 was higher than in
fiscal 2001 due to the combination of the increase in professional services
revenues and the reduction in costs. In fiscal 2002 we reduced staffing and
experienced higher utilization rates of our billable consultants.

     General and Administrative. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $1,729,000 for fiscal 2002 compared to $2,268,000 for fiscal 2001,
a decrease of
                                        32
<PAGE>

$539,000 or 24%. This decrease was primarily due to lower costs for personnel
($89,000) and depreciation ($101,000), cost savings associated with the closing
of our Burlingame, California operation ($173,000), a reduction in uncollectible
receivables charges ($139,000), and other ongoing efforts to reduce various
general expenses. These cost reductions were partially offset by a $67,000
increase in insurance costs.

     Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
tradeshows and other promotional activities. Sales and marketing expenses were
$4,350,000 for fiscal 2002 compared to $4,437,000 for fiscal 2001, a decrease of
$87,000 or 2%. The decrease is primarily due to reductions in costs for
advertising and tradeshows ($219,000) and for recruitment ($182,000). In
addition, fiscal 2002 costs were reduced due to the closure of our sales offices
in Korea and Singapore in fiscal 2001 ($135,000). These and other cost
reductions were substantially offset by increased personnel and related costs of
$333,000 attributable to changes in our sales and marketing organization,
including the hiring of our new sales vice president.

     The closure of our Seoul, South Korea and Singapore sales offices in fiscal
year 2001 has had minimal impact on our financial position, results of
operations and liquidity, other than for the cost savings cited above. These
sales offices had not generated significant sales since their establishment, and
sales forecasts did not support ongoing investments in those markets.

     Research and Development. Total expenditures for research and development
were $1,632,000 in fiscal 2002 compared to $1,799,000 in fiscal 2001, a decrease
of $167,000 or 9%. The decrease was primarily the result of a reduction in
personnel costs. A larger proportion of development work was shifted from the
United States to India, where personnel costs are lower.

     Amortization of Goodwill and Other Intangible Assets. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. Amortization of goodwill and other intangible assets amounted to
$177,000 in fiscal 2002 compared to $559,000 in fiscal 2001, a decrease of
$382,000 or 68%. The decrease was attributable to the fiscal 2001 write-down of
$2,092,333 of impaired long-lived assets, which resulted in lower amortization
expense in fiscal 2002. See Note 5 to the Consolidated Financial Statements.

     Write-Down of Impaired Assets. We incurred non-cash charges of $136,000 to
write down impaired assets in fiscal 2002 compared to $2,092,000 in fiscal 2001,
a decrease of $1,956,000 or 93%. The fiscal 2002 charges were based principally
on an impairment test of goodwill acquired in our August 1999 purchase of ERA
Software Systems Private, Limited, a software consulting and development company
based in India. The fiscal 2001 charges were based principally on an impairment
test of intangible assets acquired with our August 1999 purchase of Mozart. The
value of acquired goodwill and other intangible assets is deemed impaired and
charged to operations if expected future cash flows of the related assets are
less than their carrying values. See Note 5 to the Consolidated Financial
Statements.

     Interest and Other Income, Net. Interest and other income, net consists
principally of interest income on cash equivalents and short-term investments,
which are comprised primarily of money market funds and high-grade bonds and
bond funds with average maturities of less than two years. Interest and other
income, net was $680,000 in fiscal 2002, compared to $1,307,000 in fiscal 2001,
a decrease of $627,000 or 48%. This decrease resulted from lower short-term
interest rates combined with the effect of lower cash and short-term investments
balances in the current year periods as compared to the prior year periods. The
drop in interest income was partially offset by a net gain of $71,000 on the
disposal of marketable investments in fiscal 2002 versus a net loss of $56,000
on the disposal of marketable investments in fiscal 2001. Cash and short-term
investment balances were used in fiscal 2002 primarily to fund operations.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2003, the balance of our cash, cash equivalents, and
short-term investments was $10.1 million compared to $14.4 million at March 31,
2002. Our working capital totaled $5.6 million and $14.0 million at March 31,
2003 and 2002, respectively. Our cash flows have been used primarily for general
operating expenses,

                                        33
<PAGE>

to fund business acquisitions, to purchase equipment, furniture and leasehold
improvements, and to fund internal research and development.

     Our primary investing activities in fiscal 2003 consisted of net sales of
short-term investments of $3,339,000 and cash paid in connection with the Asera
asset acquisition of $2,062,000, as described in Note 2 to the Consolidated
Financial Statements. Our primary investing activities in fiscal 2002 consisted
of net sales of short-term investments of $341,000 and purchases of property and
equipment of $200,000. Our primary investing activities in fiscal 2001 consisted
of net sales of short-term investments of $3,493,000. Our primary financing
activity in fiscal 2003 was the sale of our Common Stock for $1,347,000, as
described in Note 2 to the Consolidated Financial Statements. Our financing
activities in fiscal 2003, 2002 and 2001 included the purchase of our Common
Stock for $36,000, $73,000, and $339,000, respectively, under the stock
repurchase program described in Note 11 to the Consolidated Financial
Statements.

     Our cash balances may be used to develop or expand domestic and
international sales and marketing efforts, to establish additional facilities,
to hire additional personnel, for increased research and development, for
capital expenditures, and for working capital and other general corporate
purposes. We may also utilize cash to develop or acquire other businesses,
products or technologies complementary to our current business. The amounts
actually expended for each such purpose may vary significantly and are subject
to change at our discretion, depending upon certain factors, including economic
or industry conditions, changes in the competitive environment, and strategic
opportunities that may arise.

     Our cash requirements for operating expenses increased substantially
following the Asera asset acquisition, due to the addition of employees, leased
facilities and other costs. For example, in the fourth quarter of fiscal 2003,
the initial quarter to include Asera-related costs, operating expenses excluding
depreciation and amortization were approximately $3.7 million. In the third
quarter of fiscal 2003, operating expenses excluding depreciation and
amortization were $1.6 million. In fiscal 2004, we expect that quarterly
operating expenses will be in the range of those reported for the fourth quarter
of fiscal 2003, and we expect that revenues will increase, resulting in
reductions in quarterly net losses and in the amount of cash used by operations.
However, operating expenses may be reduced if either the timing or amount of
revenue growth is not as expected during fiscal 2004.

     The following summarizes our contractual obligations at March 31, 2003 and
the effect these contractual obligations are expected to have on our liquidity
and cash flows in future periods.

<Table>
<Caption>
                                                       PAYMENTS DUE BY PERIOD
                                        ----------------------------------------------------
                                          TOTAL      1 YEAR OR LESS   1-3 YEARS    4-5 YEARS
                                        ----------   --------------   ----------   ---------
<S>                                     <C>          <C>              <C>          <C>
Operating lease commitments...........  $2,215,000     $  776,000     $1,012,000   $427,000
Debt repayment........................     302,000        302,000             --         --
                                        ----------     ----------     ----------   --------
Total.................................  $2,517,000     $1,078,000     $1,012,000   $427,000
                                        ==========     ==========     ==========   ========
</Table>

     The debt repayment of $302,000 is due in partial satisfaction of a $2.1
million note payable obligation we assumed in connection with the Asera asset
acquisition. Subject to shareholder approval, we agreed to convert the
approximate $1.8 million balance of the note payable, with no addition for
accrued interest, into 1,646,129 shares of our common stock. If the satisfaction
of the conditions to the conversion of the note payable, including shareholder
approval of such conversion, does not occur by August 15, 2003, the note (with
accrued interest at 8% per annum) will become immediately due and payable on
such date.

     Other contractual obligations at March 31, 2003 include employment
agreements with certain key employees that provide for minimum annual salaries
and automatic annual renewals at the end of the initial two-year term. The
agreements generally contain, among other things, confidentiality agreements,
assignment to the Company of inventions made during employment (and under
certain circumstances for two years following termination of employment) and
non-competition agreements for the term of the agreements plus two years. Two
executive employment/severance agreements provide for payments upon termination
of employment, either under not-for-cause circumstances or if the key employee
resigns for good reason, as defined. The maximum contingent liability under
these agreements was approximately $342,000 at March 31, 2003. In addition, we
had outstanding irrevocable letters of credit of approximately $87,000 at March
31, 2003.

                                        34
<PAGE>

     We believe that cash flows from operations and the current cash and cash
equivalents and short-term investments will be sufficient to meet anticipated
liquidity needs for working capital, capital expenditures and debt satisfaction
for fiscal year 2004. However, the underlying assumed levels of revenues and
expenses may prove to be inaccurate. We may be required to finance any
additional requirements within the next 12 months or beyond through additional
equity, debt financings or credit facilities. We may not be able to obtain
additional financings or credit facilities, or if these funds are available they
may not be on satisfactory terms. If funding is insufficient at any time in the
future, we may be unable to develop or enhance our products or services, take
advantage of business opportunities or respond to competitive pressures. If we
raise additional funds by issuing equity securities, dilution to existing
shareholders will result.

SEASONALITY

     We do not believe that our operations are affected by seasonal
fluctuations. Our cash flows may at times fluctuate due to the timing of cash
receipts from large individual sales.

RECENT ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
SFAS Nos. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical
Corrections." SFAS No. 145 rescinds Statement No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, Statement No.
64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." SFAS
No. 145 also rescinds Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers." SFAS no. 145 amends Statement No. 13, "Accounting for Leases,"
to eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. SFAS No. 145 also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provision of SFAS No.
145 related to the rescission of SFAS No. 4 is applicable in fiscal years
beginning after May 15, 2002. The provisions of SFAS No. 145 related to SFAS No.
13 are applicable to transactions occurring after May 15, 2002. The adoption of
SFAS No. 145 did not have an impact on our consolidated results of operations,
financial position or cash flows.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement superseded EITF No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity." Under this statement, a liability or a cost
associated with a disposal or exit activity is recognized at fair value when the
liability is incurred rather than at the date of an entity's commitment to an
exit plan, as required under EITF 94-3. The provision of this statement is
effective for exit or disposal activities that are initiated after December 31,
2002, with early adoption permitted. The adoption of SFAS No. 146 did not have a
material affect on our financial position, results of operations, or cash flows.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. We have
followed the prescribed format and provided the additional disclosures required
by SFAS No. 148 in the accompanying notes to consolidated financial statements
for the year ended March 31, 2003. We must also provide the disclosures in our
quarterly reports containing condensed financial statements for subsequent
interim periods.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances), because that instrument
represents an obligation. Many of those instruments were previously classified
as equity.

                                        35
<PAGE>

The statement is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of SFAS No. 150 is
not expected to have a material affect on the our financial position, results of
operations, or cash flows.

     In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." Among other FIN 45 requires guarantors to recognize, at
fair value, their obligations to stand ready to perform under certain
guarantees. FIN 45 is effective for guarantees issued or modified on or after
January 1, 2003. We do not believe the adoption of FIN 45 will have any effect
on our financial position or results of operations.

     In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires that the criteria for consolidations be
based upon analysis of risks and rewards, not control, and represents a
significant and complex modification of previous accounting principles. FIN 46
represents an accounting change, not a change in the underlying economies of
asset sales. FIN 46 is effective for consolidated financial statements issued
after June 30, 2003. We do not believe the adoption of FIN 46 will have an
effect on our financial position or results of operations.

ITEM 7A.  MARKET RISK

     Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relates primarily to our cash equivalent investments. We have not
used derivative financial instruments. We invest our excess cash in short-term,
floating-rate instruments that carry a degree of interest rate risk. These
instruments may produce less income than expected if interest rates fall.
Conversely, if interest rates rise, the market value of our fixed-income
investments will likely be negatively impacted.

     Foreign Currency Risk. As of March 31, 2003, we had operating subsidiaries
located in the United Kingdom and India. We are exposed to foreign currency
exchange rate fluctuations as the financial results of our foreign subsidiaries
are translated into U.S. dollars in consolidation. As exchange rates vary, these
results, when translated, may vary from expectations and adversely impact
overall profitability. We intend to maintain only nominal foreign currency cash
balances, consisting of working funds necessary to facilitate the short-term
operations of our subsidiaries, although cash collections from our customers may
result in temporary excess foreign cash balances. The overall effects of foreign
currency exchange rates on our business during the periods discussed have not
been material. Movements in foreign currency exchange rates create a degree of
risk to our operations if those movements affect the dollar value of costs
incurred in foreign currencies. The majority of our billings to date have been
denominated in U.S. dollars. Changing currency exchange rates may affect our
competitive position if exchange rate changes impact profitability and business
and/or pricing strategies of non-U.S. based competitors.

     The functional currency of our foreign subsidiaries is the U.S. dollar.
Monetary assets and liabilities of our foreign subsidiaries are translated at
year-end exchange rates and non-monetary items are translated at historical
rates. Revenues and expenses are translated at average exchange rates in effect
during the period.

     At March 31, 2003 we held foreign-denominated cash and cash equivalents
totaling a U.S. dollar equivalent of $950,000, the majority of which represents
temporary balances that had been recently collected from customers. Any amounts
in excess of the short-term operating requirements of our foreign subsidiaries
are promptly transferred into our U.S. bank accounts. We have not entered into
foreign currency hedge transactions. The effect of foreign exchange rate
fluctuations on our financial position or results of operations has not been,
and is not expected to be, material in the foreseeable future.

     Impact of Inflation. Increases in the inflation rate are not expected to
materially affect our operating results. Inflationary cost increases have not
been material in recent years, and to the extent allowed in light of competitive
pressures, such increases are passed on to customers through increased billing
rates.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item 15 below and the index therein for a listing of financial
statements and supplementary data filed as part of this report.

                                        36
<PAGE>

                                   SEEC, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              -----
<S>                                                           <C>
Report of Independent Certified Public Accountants..........     38
Consolidated Balance Sheets.................................     39
Consolidated Statements of Operations.......................     40
Consolidated Statements of Changes in Shareholders' Equity
  and Comprehensive Loss....................................     41
Consolidated Statements of Cash Flows.......................     42
Notes to Consolidated Financial Statements..................  43-60
</Table>

                                        37
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and
Board of Directors
SEEC, Inc.
Pittsburgh, Pennsylvania

     We have audited the accompanying consolidated balance sheets of SEEC, Inc.
and subsidiaries as of March 31, 2003 and 2002, and the related consolidated
statements of operations, changes in shareholders' equity and comprehensive loss
and cash flows for each of the three years in the period ended March 31, 2003.
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 of America. 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 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of SEEC, Inc. and
subsidiaries as of March 31, 2003 and 2002, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended March 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.

                                          BDO Seidman, LLP

Boston, Massachusetts
May 14, 2003

                                        38
<PAGE>

                                   SEEC, INC.

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                       MARCH 31,
                                                              ----------------------------
                                                                  2003            2002
                                                              ------------    ------------
<S>                                                           <C>             <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $  9,531,610    $ 10,473,967
  Short-term investments (Note 7)...........................       537,034       3,932,412
  Accounts receivable -- trade, less allowance for doubtful
     accounts of $50,000 and $20,000 at March 31, 2003 and
     2002, respectively (Notes 6 and 18)....................     1,809,994         448,404
  Prepaid expenses and other current assets.................       518,482         433,358
                                                              ------------    ------------
     Total current assets...................................    12,397,120      15,288,141
PROPERTY AND EQUIPMENT, NET (Note 8)........................       823,872         831,120
AMORTIZABLE INTANGIBLE ASSETS, less accumulated amortization
  of $327,839 and $75,259 at March 31, 2003 and 2002,
  respectively (Note 2).....................................     2,627,368          60,291
GOODWILL (Note 2)...........................................     3,067,091              --
                                                              ------------    ------------
                                                              $ 18,915,451    $ 16,179,552
                                                              ============    ============
            LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable -- trade.................................  $    922,677    $    280,481
  Accrued compensation, related taxes and withholdings......       775,455         410,801
  Other accrued expenses (Note 17)..........................       948,240         244,573
  Deferred revenues.........................................     2,045,745         288,526
  Income taxes payable......................................        24,920          40,794
  Note payable (Note 9).....................................     2,112,525              --
                                                              ------------    ------------
     Total current liabilities..............................     6,829,562       1,265,175
                                                              ------------    ------------
COMMITMENTS AND CONTINGENCIES (Notes 9, 13 and 16)
SHAREHOLDERS' EQUITY (Notes 11, 12 and 13):
  Preferred stock -- no par value; 10,000,000 shares
     authorized; none outstanding
  Common stock -- $.01 par value; 20,000,000 shares
     authorized; 7,514,541 and 6,309,187 shares issued at
     March 31, 2003 and 2002, respectively; 7,319,992 and
     6,082,144 shares outstanding at March 31, 2003 and
     2002, respectively.....................................        75,145          63,092
  Additional paid-in capital................................    35,882,935      34,589,206
  Accumulated deficit.......................................   (23,298,920)    (18,906,681)
  Less treasury stock, at cost -- 194,549 and 227,043 shares
     at March 31, 2003 and 2002, respectively...............      (584,301)       (827,605)
  Accumulated other comprehensive income (loss).............        11,030          (3,635)
                                                              ------------    ------------
     Total shareholders' equity.............................    12,085,889      14,914,377
                                                              ------------    ------------
                                                              $ 18,915,451    $ 16,179,552
                                                              ============    ============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                        39
<PAGE>

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                YEAR ENDED MARCH 31,
                                                      -----------------------------------------
                                                         2003           2002           2001
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
REVENUES (Notes 1 and 6):
  Software license and maintenance fees.............  $ 3,667,585    $ 1,464,651    $ 2,261,509
  Professional services.............................    1,875,490        920,441        857,700
                                                      -----------    -----------    -----------
          Total revenues............................    5,543,075      2,385,092      3,119,209
                                                      -----------    -----------    -----------
OPERATING EXPENSES:
  Cost of revenues:
     Software license and maintenance fees..........      686,157        371,652        454,548
     Professional services..........................    1,670,167        926,626      1,147,333
                                                      -----------    -----------    -----------
          Total cost of revenues....................    2,356,324      1,298,278      1,601,881
  General and administrative........................    2,184,572      1,728,611      2,268,043
  Sales and marketing...............................    3,185,629      4,350,220      4,437,338
  Research and development..........................    1,824,264      1,632,831      1,799,150
  Amortization of goodwill and other intangible
     assets.........................................       52,580        177,254        558,783
  Write-down of impaired assets (Note 5)............           --        136,166      2,092,333
  Restructuring costs (Note 4)......................      344,253             --             --
                                                      -----------    -----------    -----------
          Total operating expenses..................    9,947,622      9,323,360     12,757,528
                                                      -----------    -----------    -----------
LOSS FROM OPERATIONS................................   (4,404,547)    (6,938,268)    (9,638,319)
INTEREST AND OTHER INCOME, NET (Note 10)............      246,136        679,834      1,307,701
                                                      -----------    -----------    -----------
NET LOSS............................................  $(4,158,411)   $(6,258,434)   $(8,330,618)
                                                      ===========    ===========    ===========
Basic and diluted net loss per common share (Note
  15):..............................................  $     (0.65)   $     (1.03)   $     (1.37)
                                                      ===========    ===========    ===========
Weighted average number of basic and diluted common
  and common equivalent shares outstanding..........    6,356,184      6,094,529      6,089,329
                                                      ===========    ===========    ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                        40
<PAGE>

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF CHANGES IN
                  SHAREHOLDERS' EQUITY AND COMPREHENSIVE LOSS

                   YEARS ENDED MARCH 31, 2001, 2002 AND 2003

<Table>
<Caption>
                                      COMMON STOCK                                                 ACCUMULATED
                                   -------------------   ADDITIONAL                   TREASURY        OTHER           TOTAL
                                   NUMBER OF               PAID-IN     ACCUMULATED    STOCK, AT   COMPREHENSIVE   SHAREHOLDERS'
                                    SHARES     AMOUNT      CAPITAL       DEFICIT        COST      INCOME (LOSS)      EQUITY
                                   ---------   -------   -----------   ------------   ---------   -------------   -------------
<S>                                <C>         <C>       <C>           <C>            <C>         <C>             <C>
Balance -- March 31, 2000........  6,309,187   $63,092   $34,576,688   $ (4,130,409)  $(864,521)    $(47,932)      $29,596,918
Comprehensive loss:
  Net loss for year..............        --        --             --     (8,330,618)         --           --                --
  Unrealized gains on
    investments..................        --        --             --             --          --       77,917                --
  Total comprehensive loss.......        --        --             --             --          --           --        (8,252,701)
Purchase of common stock for
  treasury (Note 11).............        --        --             --             --    (338,522)          --          (338,522)
Exercise of stock options (Note
  12)............................        --        --          3,853           (718)      7,565           --            10,700
Shares issued under employee
  stock purchase plan (Notes 11
  and 12)........................        --        --         (2,116)       (79,999)    246,435           --           164,320
Shares issued in lieu of cash
  bonus to employee..............        --        --             --         (6,636)     45,859           --            39,223
                                   ---------   -------   -----------   ------------   ---------     --------       -----------
Balance -- March 31, 2001........  6,309,187   63,092     34,578,425    (12,548,380)   (903,184)      29,985        21,219,938
Comprehensive loss:
  Net loss for year..............        --        --             --     (6,258,434)         --           --                --
  Unrealized losses on
    investments..................        --        --             --             --          --      (33,620)               --
  Total comprehensive loss.......        --        --             --             --          --           --        (6,292,054)
Purchase of common stock for
  treasury (Note 11).............        --        --             --             --     (73,228)          --           (73,228)
Exercise of stock options (Note
  12)............................        --        --             --        (29,185)     32,689           --             3,504
Shares issued under employee
  stock purchase plan (Notes 11
  and 12)........................        --        --             --        (70,682)    116,118           --            45,436
Warrants issued for services.....        --        --         10,781             --          --           --            10,781
                                   ---------   -------   -----------   ------------   ---------     --------       -----------
Balance -- March 31, 2002........  6,309,187   63,092     34,589,206    (18,906,681)   (827,605)      (3,635)       14,914,377
Comprehensive loss:
  Net loss for year..............        --        --             --     (4,158,411)         --           --                --
  Unrealized gains on
    investments..................        --        --             --             --          --       14,665                --
  Total comprehensive loss.......        --        --             --             --          --           --        (4,143,746)
Sale of common stock (Note 3)....  1,205,354   12,053      1,289,729             --          --           --         1,301,782
Purchase of common stock for
  treasury (Note 11).............        --        --             --             --     (36,048)          --           (36,048)
Exercise of stock options (Note
  12)............................        --        --             --        (40,959)     45,402           --             4,443
Shares issued under employee
  stock purchase plan (Notes 11
  and 12)........................        --        --             --       (192,869)    233,950           --            41,081
Warrants issued..................        --        --          4,000             --          --           --             4,000
                                   ---------   -------   -----------   ------------   ---------     --------       -----------
Balance -- March 31, 2003........  7,514,541   $75,145   $35,882,935   $(23,298,920)  $(584,301)    $ 11,030       $12,085,889
                                   =========   =======   ===========   ============   =========     ========       ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                        41
<PAGE>

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                       YEAR ENDED MARCH 31,
                                                              ---------------------------------------
                                                                 2003          2002          2001
                                                              -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................  $(4,158,411)  $(6,258,434)  $(8,330,618)
Adjustments to reconcile net loss to net cash used by
  operating activities:
  Depreciation and amortization.............................      541,081       491,356       918,596
  (Gain) loss on sale of short-term investments.............           --       (70,992)       42,408
  Write-down of impaired assets.............................       63,018       136,166     2,140,799
  Provision for doubtful accounts...........................       30,000        13,162       152,117
  Other, net................................................          654        26,870        53,698
Changes in operating assets and liabilities, net of effects
  from business acquisitions:
  Accounts receivable -- trade..............................   (1,391,591)       78,116       326,941
  Prepaid expenses..........................................       86,856        63,653       (13,525)
  Accounts payable -- trade.................................      131,848      (228,368)      (75,649)
  Accrued compensation, related taxes and withholdings......      339,389        54,540      (361,698)
  Other accrued expenses....................................      273,316       (42,383)     (160,844)
  Deferred revenues.........................................      371,683       (13,404)     (248,936)
  Income taxes payable......................................      (15,874)       (7,294)      (20,495)
  Other, net................................................       73,178        60,282        16,640
                                                              -----------   -----------   -----------
    Net cash used by operating activities...................   (3,654,853)   (5,696,730)   (5,560,566)
                                                              -----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Sales of short-term investments...........................    3,339,305     3,588,607     7,799,887
  Purchases of short-term investments.......................           --    (3,247,976)   (4,307,190)
  Cash paid for acquired business...........................   (2,061,833)           --            --
  Purchases of property and equipment.......................      (23,524)     (200,169)     (123,253)
  Disposals of property and equipment.......................      166,947         8,333            --
  Expenditures for trademarks...............................      (19,656)       (3,207)       (5,832)
  Other.....................................................           --            --         5,423
                                                              -----------   -----------   -----------
    Net cash provided by investing activities...............    1,401,239       145,588     3,369,035
                                                              -----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuances of common stock, net..............    1,347,305        48,940       175,021
  Purchases of treasury stock...............................      (36,048)      (73,228)     (338,522)
                                                              -----------   -----------   -----------
    Net cash provided (used) by financing activities........    1,311,257       (24,288)     (163,501)
                                                              -----------   -----------   -----------
Net decrease in cash and cash equivalents...................     (942,357)   (5,575,430)   (2,355,032)
Cash and cash equivalents, beginning of year................   10,473,967    16,049,397    18,404,429
                                                              -----------   -----------   -----------
Cash and cash equivalents, end of year......................  $ 9,531,610   $10,473,967   $16,049,397
                                                              ===========   ===========   ===========
Supplemental cash flow information:
Non-cash investing and financing activities:
  Business acquisitions (Note 2):
  Fair value of assets acquired
    Accounts receivable.....................................  $   171,981            --            --
    Property and equipment..................................      490,787            --            --
    Goodwill................................................    3,067,091            --            --
    Other intangible assets.................................    2,800,000            --            --
  Liabilities assumed or incurred, net of payments made
    during the year
    Notes payable...........................................   (2,112,525)           --            --
    Deferred Revenues.......................................   (1,379,000)           --            --
    Other accrued expenses..................................     (976,501)           --            --
                                                              -----------
  Cash paid for acquired business...........................  $ 2,061,833            --            --
                                                              ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                        42
<PAGE>

                                   SEEC, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation. The consolidated financial statements include the
accounts of SEEC, Inc. and its wholly-owned subsidiaries (collectively, the
"Company" or "SEEC"), including SEEC Holdings, Inc., SEEC Europe Limited, SEEC
Technologies Asia Private Limited ("SEEC Asia"), SEEC Singapore, Pte. Ltd.
("SEEC Singapore"), and Mozart Systems Corporation. Also included are the
accounts of the unincorporated branch operations located in South Korea. The
operations of SEEC Singapore and the Korean branch were closed during the year
ended March 31, 2001. All significant intercompany balances and transactions
have been eliminated.

     In January 2003, the Company acquired certain assets of Asera, Inc.,
including the Asera name, intellectual property and customer relationships. The
Company also employed certain of the former Asera staff. In return, SEEC has
assumed certain liabilities of Asera. The acquired former Asera employees and
operations are located primarily in the United States and Europe and were
combined into the operations of SEEC, Inc. and SEEC Europe Limited. See Note 2.

     Business. Founded in 1988, the Company provides software solutions that
help insurance, manufacturing, financial services and other large companies
rapidly create efficient new business processes by reusing their core
administrative and transaction systems (i.e., "legacy" systems) in new
Internet-based applications. The Company's solutions focus on preserving the
competitive advantages inherent in existing financial, customer service and
industrial systems by allowing companies to utilize the underlying value of
these legacy systems in new Web-centric business processes. Implementation time
and costs are reduced by leveraging and reusing business rules and existing
systems in new applications, without disrupting current operations or replacing
back-end administrative systems.

     The Company derives its revenues from the license of software products,
customer support and maintenance contracts, and professional services contracts.
Professional services are typically provided to customers in conjunction with
the license of software products. The Company's customer base consists primarily
of large and medium-sized organizations including corporations, third-party
information technology ("IT") service providers, higher education institutions,
non-profit entities and governmental agencies. Through 1999, organizations used
the Company's solutions extensively for year 2000 remediation and testing,
legacy system maintenance, and legacy system reengineering. Through internal
development efforts and acquisitions, the Company has since added Web-enablement
and integration technology, introduced SEEC Mosaic(TM) Studio, and developed
application components for insurance and healthcare companies. In January 2003
the Company acquired the Asera products and underlying technology for developing
configurable, Web-centric composite applications that combine the capabilities
of new and old applications (see Note 2).

     The Company's solutions are provided through a combination of integrated
software products and specialized professional services, including installation,
training, consulting, maintenance and product support services. Marketing
efforts are conducted through the Company's direct sales force and relationships
with third party service providers under non-exclusive arrangements.

     Foreign Currency Translation. The Company's foreign operations' functional
currency is the U.S. dollar. Monetary assets and liabilities of the Company's
foreign subsidiaries are translated at year-end exchange rates and non-monetary
items are translated at historical rates. Revenues and expenses are translated
at average exchange rates in effect during the period. Foreign currency
translation gains and losses are recognized currently in the consolidated
statements of operations (see Note 10).

     Use of Estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

                                        43
<PAGE>

     Cash, Cash Equivalents and Concentrations of Credit Risk. The statements of
cash flows classify changes in cash and cash equivalents (short-term,
highly-liquid investments readily convertible into cash with an original
maturity of three months or less) according to operating, investing or financing
activities. Cash equivalents consist of funds in money market accounts and
totaled $8,819,374 and $10,092,446 at March 31, 2003 and 2002, respectively.
Financial instruments that potentially expose the Company to concentrations of
credit risk consist principally of cash, temporary cash investments and accounts
receivable.

     The Company places its cash and temporary cash investments with financial
institutions which management considers to be of high quality; however, at times
such deposits may be in excess of the Federal Deposit Insurance Corporation
insurance limit.

     Concentrations of credit risk with respect to accounts receivable result
from a significant portion of revenues being derived from a relatively small
number of customers (see Note 6). The Company generally does not require
collateral on accounts receivable because the majority of the Company's
customers are large, well established companies. The Company provides allowances
for estimated credit losses in accordance with management's ongoing evaluation.
While the competitiveness of the software industry presents an inherent
uncertainty, the Company's credit risks are moderated by the diversity of its
customers and geographic sales areas.

     Short-Term Investments. Short-term investments consist of short duration
fixed-income securities, primarily government agency issues and corporate bonds.
The average duration of the short-term investment portfolio of debt securities
is approximately two years. The Company's short-term investments are classified
as available-for-sale and are carried at fair value with unrealized gains and
losses included in other comprehensive income (loss). Realized gains and losses
are recognized in the results of operations.

     Revenue Recognition. The Company recognizes revenue in accordance with
generally accepted accounting principles that have been prescribed for the
software industry. The accounting rules related to revenue recognition are
complex and are affected by interpretations of the rules and an understanding of
industry practices, both of which are subject to change. Consequently, the
revenue recognition accounting rules require management to make significant
judgments.

     Revenues are derived from the license of software products, customer
support and maintenance contracts, and professional services contracts,
including consulting and training services. The Company recognizes revenue for
licensed software in accordance with Statement of Position ("SOP") 97-2,
Software Revenue Recognition (as amended and interpreted), SOP 98-9, "Software
Revenue Recognition, With Respect To Certain Arrangements," and related
interpretations and Securities and Exchange Commission Staff Accounting Bulletin
("SAB") 101. The Company recognizes revenue upon meeting all of the following
criteria: (i) execution of a written agreement signed by us and the customer;
(ii) delivery of software has occurred; (iii) the fee for the software is fixed
or determinable; (iv) collection is reasonably assured; and (v) vendor specific
objective evidence ("VSOE") of fair value exists to allocate the total fee to
elements of an arrangement. The Company uses a signed contract or purchase order
as evidence of an arrangement for professional services, software licenses and
maintenance renewals. Licensed software is delivered to customers on a CD-ROM or
electronically. The Company assesses whether fees are fixed or determinable
based on the payment terms associated with the transaction and assesses
collectibility based on a number of factors, including the customer's past
payment history and its current creditworthiness. If it is determined that
collection of a fee is not reasonably assured, the Company defers the revenue
and recognizes it at the time collection becomes reasonably assured, generally
upon receipt of cash payment. VSOE is based on the price generally charged when
an element is sold separately, or if not yet sold separately, the price
established by authorized management. Customer support and maintenance contract
revenues are deferred and recognized ratably over the term of the related
agreement, generally twelve months.

     The Company provides professional services under time-and-materials
contracts. Revenues from time-and-materials contracts are recognized as the
services are provided. In accordance with Emerging Issues Task Force ("EITF")
No. 01-14, "Income Statement Characterization of Reimbursements Received for
'Out-of-Pocket' Expenses Incurred," the Company characterizes reimbursements
received for out-of-pocket expenses as revenue and the associated costs as cost
of revenues in the statement of operations. All prior year amounts have been
reclassified to be consistent with the current year's presentation.

                                        44
<PAGE>

     In circumstances where VSOE for undelivered elements of a multiple element
contract is not determinable, revenue on the contract is deferred until either
fair value is determinable or when all elements are delivered, unless the only
undelivered element is maintenance, in which case the total arrangement fee is
recognized ratably over the remaining maintenance period. Amounts received in
advance of the delivery of products or performances of services are classified
as deferred revenues in the consolidated balance sheets. In accounting for sales
of annual software licenses which include customer support and maintenance, the
Company recognizes both the software license and maintenance revenues ratably
over the twelve-month license term.

     Allowance for Doubtful Accounts. The Company records allowances for
estimated losses resulting from the inability of customers to make required
payments. The credit worthiness of customers is assessed based on past
collection history and specific risks identified in outstanding accounts
receivable. If the financial condition of a customer deteriorates such that its
ability to make payments might be impaired, or if payments from a customer are
significantly delayed, additional allowances might be required, resulting in
future bad debt expense not provided in the allowance for doubtful accounts at
March 31, 2003.

     Property and Equipment. Property and equipment are stated at cost.
Maintenance and repairs that are not considered to extend the useful life of
assets are charged to operations as incurred. Depreciation is provided using the
straight-line method. Estimated useful lives of assets are as follows: computer
equipment -- 3 to 5 years; purchased software and other equipment -- 5 years;
furniture and fixtures -- 5 to 7 years; and leasehold improvements -- life of
the lease. Purchased software and other equipment consists of computer software
purchased for internal use by the company, and general office equipment.

     Goodwill and Other Intangible Assets. Goodwill represents the excess of the
purchase price over net tangible and identifiable intangible assets acquired in
business combinations. Other intangible assets include capitalized trade name
costs, developed software technology, and customer lists and relationships
acquired in business combinations. Through March 31, 2002, goodwill and other
intangible assets were amortized on a straight-line basis over their estimated
useful lives, ranging from five to seven years. Since April 1, 2002, goodwill is
no longer amortized, in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" issued by the
Financial Accounting Standards Board ("FASB"). Other intangible assets continue
to be amortized on a straight-line basis over their respective useful lives. The
Company evaluates other intangible assets on an ongoing basis, and impairment
losses are recognized if expected future cash flows of the related assets are
less than their carrying values. The Company uses the fair value approach to
evaluate its goodwill for impairment. Based on these evaluations, the Company
recorded charges for the write-downs of certain impaired assets in the years
ended March 31, 2002 and 2001 (see Note 5). The Company believes that no asset
impairment exists at March 31, 2003.

     Research and Development Costs. Research and development expenses include
costs incurred by the Company to develop and enhance the Company's software.
SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased
or Otherwise Marketed," establishes criteria for capitalization of software
development costs, beginning upon the establishment of product technological
feasibility and concluding when the product is available for general release to
customers. After carefully evaluating these criteria as it relates to the
Company's ongoing research and development activities, management concluded that
the amounts qualifying for capitalization were immaterial, and therefore no
development costs have been capitalized to date. Intellectual property acquired
in the Asera asset acquisition (see Note 2) represents capitalized computer
software costs within the scope of SFAS No. 86 and accordingly, related
amortization expense is included in cost of revenues.

     Advertising Costs. Advertising costs are expensed as incurred and totaled
$72,185, $200,591 and $233,023 for the years ended March 31, 2003, 2002 and
2001, respectively.

     Stock-Based Compensation. As permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company accounts for incentive stock options in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and has made the pro forma disclosures required by
SFAS No. 123 in Note 12.

                                        45
<PAGE>

     Following are the assumptions that were used to estimate the fair value of
each option grant, using the Black-Scholes option pricing model, for the years
ended March 31, 2003, 2002 and 2001:

<Table>
<Caption>
                                                                        DECEMBER 31,
                                                              ---------------------------------
                                                                2003        2002        2001
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
Risk-free interest rate.....................................        2.0%        3.5%        4.6%
Expected dividend yield.....................................         --          --          --
Expected lives..............................................  2.9 years   3.2 years   2.8 years
Expected volatility.........................................         60%        100%        130%
</Table>

     As noted, the Company accounts for the Plans using the intrinsic value
method (APB 25). Accordingly, no compensation cost has been recognized for the
Plans. Had compensation cost for the Company's option plans been determined
using the fair value method at the grant dates in accordance with SFAS No. 123,
including additional disclosures prescribed by SFAS No. 148, the effect on the
Company's net loss and loss per share for the years ended March 31, 2003, 2002
and 2001 would have been as follows:

<Table>
<Caption>
                                                                      DECEMBER 31,
                                                         ---------------------------------------
                                                            2003          2002          2001
                                                         -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
Net loss as reported...................................  $(4,158,411)  $(6,258,434)  $(8,330,618)
Add: Stock-based employee compensation expense
  included in reported net loss........................           --            --            --
Deduct: Total stock-based employee compensation
  determined under fair value method for all awards....     (253,457)     (368,227)     (508,566)
                                                         -----------   -----------   -----------
Pro forma net loss.....................................  $(4,411,868)  $(6,626,661)  $(8,839,184)
                                                         ===========   ===========   ===========
Basis and diluted loss per share
  As reported..........................................  $     (0.65)  $     (1.03)  $     (1.37)
  Pro forma............................................  $     (0.69)  $     (1.09)  $     (1.45)
</Table>

     Income Taxes. The Company records income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes." Under the asset and liability method of SFAS No.
109, deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under SFAS No. 109, the effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date (see Note 14). The measurement of deferred tax assets is reduced,
if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realized.

     Net Loss per Common Share. Net loss per common share for all periods
presented is computed in accordance with the provisions of SFAS No. 128,
"Earnings Per Share." Basic earnings or loss per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed using the weighted average number of common
shares and dilutive potential common shares outstanding during the period.
Dilutive common shares include options and warrants if their exercise prices
exceed the average market price of the common shares (see Note 15). Common
equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive.

     Financial Instruments. The estimated fair value of the Company's financial
instruments, which include short-term investments, accounts receivable, accounts
payable, and a note payable, approximates their carrying value due to their
short-term nature.

     Comprehensive Income (Loss). The Company reports comprehensive income in
accordance with SFAS No. 130, "Reporting Comprehensive Income." Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. The Company's comprehensive
loss is reported on the consolidated statements of changes in shareholders'
equity for all periods.

                                        46
<PAGE>

     Segment Reporting. The Company operates in a single segment with two
offerings, licenses and related maintenance fees and professional services. The
Company evaluates these offerings based on their respective revenues and cost of
revenues. As a result, the financial information disclosed herein represents all
of the material financial information related to the Company's principal
operating segment, as defined by SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." See Note 6 for geographic information.

     Recent Accounting Pronouncements. In April 2002, the FASB issued SFAS No.
145, "Rescission of FASB Statements SFAS Nos. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections." SFAS No. 145 rescinds Statement No.
4, "Reporting Gains and Losses from Extinguishments of Debt," and an amendment
of that Statement, Statement No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." SFAS No. 145 also rescinds Statement No. 44,
"Accounting for Intangible Assets of Motor Carriers." SFAS no. 145 amends
Statement No. 13, "Accounting for Leases," to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. SFAS No. 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
provision of SFAS No. 145 related to the rescission of SFAS No. 4 is applicable
in fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145
related to SFAS No. 13 are applicable to transactions occurring after May 15,
2002. The adoption of SFAS No. 145 did not have an impact on the Company's
consolidated results of operations, financial position or cash flows.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement superseded EITF No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity." Under this statement, a liability or a cost
associated with a disposal or exit activity is recognized at fair value when the
liability is incurred rather than at the date of an entity's commitment to an
exit plan, as required under EITF 94-3. The provision of this statement is
effective for exit or disposal activities that are initiated after December 31,
2002, with early adoption permitted. The adoption of SFAS No. 146 did not have a
material affect on the Company's financial position, results of operations, or
cash flows.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has followed the prescribed format and provided the additional disclosures
required by SFAS No. 148 in the accompanying notes to consolidated financial
statements for the year ended March 31, 2003. The Company must also provide the
disclosures in its quarterly reports containing condensed financial statements
for subsequent interim periods.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances), because that instrument
represents an obligation. Many of those instruments were previously classified
as equity. The statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS No. 150
is not expected to have a material affect on the Company's financial position,
results of operations, or cash flows.

     In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." Among other things, FIN 45 requires guarantors to
recognize, at fair value, their obligations to stand ready to perform under
certain guarantees. FIN 45 is effective for guarantees issued or modified on or
after January 1, 2003. The Company does not believe the adoption of FIN 45 will
have any effect on its financial position or results of operations.

                                        47
<PAGE>

     In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." FIN 46 requires that the criteria for consolidations be
based upon analysis of risks and rewards, not control, and represents a
significant and complex modification of previous accounting principles. FIN 46
represents an accounting change, not a change in the underlying economies of
asset sales. FIN 46 is effective for consolidated financial statements issued
after June 30, 2003. The Company does not believe the adoption of FIN 46 will
have an effect on its financial position or results of operations.

     Reclassifications. Certain prior period amounts have been reclassified to
conform to the current year presentation.

NOTE 2 -- ASSET ACQUISITION

     In accordance with SFAS No. 141, "Business Combinations," the Company
allocates the purchase price of its acquisitions to the tangible assets,
liabilities and intangible assets acquired, including in-process research and
development (if any), based on their estimated fair values. The excess purchase
price over those fair values is recorded as goodwill. The fair value assigned to
intangible assets acquired is based on valuations prepared by independent third
party appraisal firms using estimates and assumptions provided by management. In
accordance with SFAS No. 142, goodwill and purchased intangible assets with
indefinite useful lives acquired after June 30, 2001 are not amortized but will
be reviewed at least annually for impairment. Purchased intangible assets with
finite lives are amortized on a straight-line basis over their respective useful
lives.

     On January 6, 2003, Asera, Inc., a Delaware corporation ("Asera"),
transferred all of its assets to Sherwood Partners, Inc. ("Sherwood") in an
assignment for the benefit of creditors transaction. Pursuant to an Asset
Purchase Agreement dated January 8, 2003, Sherwood sold to the Company the
following assets it had acquired from Asera (the "Asset Acquisition"):

          (i) All cash and accounts receivable in excess of $650,000 in the
     aggregate;

          (ii) All equipment, machinery, computer hardware and software,
     materials, prototypes, tools, supplies, furniture and fixtures;

          (iii) All raw materials, work-in-process and finished goods inventory;

          (iv) All intellectual property;

          (v) Certain customer lists;

          (vi) Certain of Asera's contracts; and

          (vii) All advertising, marketing and promotional materials.

     In connection with the Asset Acquisition, the Company did not acquire from
Sherwood certain of the assets of Asera including the capital stock or assets of
Asera's wholly-owned subsidiaries, Asera Ltd. (UK), Asera GmbH (Germany) and
Asera India (India), or any real property leases to which Asera or any of its
subsidiaries is a party.

     Prior to the assignment for the benefit of creditors, Asera had developed
and marketed order management and supply chain management solutions and a
software platform for building flexible, composite applications that leverage
existing enterprise software systems including Enterprise Resource Planning
("ERP") and other back-end packages.

     The Asera Asset Acquisition is intended to enhance the Company's potential
to realize improved long-term operating results and achieve a stronger financial
position, primarily through increased revenue opportunities. In addition to
expanding the Company's customer base, thereby providing cross-selling
opportunities with combined and comprehensive product offerings, the acquisition
is intended to broaden the Company's industry focus. The acquired product
offerings have been marketed to resource industries (chemicals, energy, metals,
etc.) and high technology manufacturing companies.

                                        48
<PAGE>

     The aggregate purchase price of the Asera Asset Acquisition was
approximately $6.5 million, including the following $3,684,000 of assumed
indebtedness:

          (a) $1,065,000 of the secured indebtedness of Asera owing to Venture
     Lending & Leasing III, Inc., Third Coast Capital, Venture Banking Group,
     GATX Ventures, Inc. and Heller Financial Leasing, Inc.;

          (b) $506,000 of the secured indebtedness of Asera owing to Comdisco
     Ventures, Inc.;

          (c) $2,113,000 of the secured indebtedness of Asera owing to KPCB
     Holdings, Inc., as representative and collateral agent ("KPCB"), and
     certain other lenders (the "Bridge Lenders"); and

     The aggregate purchase price also includes $1,379,000 of deferred
maintenance obligations assumed by the Company and approximately $1,233,000 of
transaction costs (audit, legal, appraisal, etc.). The deferred maintenance
represents obligations to provide support and software enhancements to certain
customers over the terms of individual maintenance contracts, for which the
customers had paid Asera prior to the Asset Acquisition. The Company will
recognize the deferred revenue ratably over the remaining terms of the
contracts. The Company also agreed to deliver from time to time, and in its sole
and absolute discretion, cash to Sherwood for the purpose of paying certain
unsecured creditors of Asera. Under no circumstances would the amount to be paid
by the Company under this agreement exceed $500,000. The actual amount paid
under this provision during the year ended March 31, 2003 was $107,150.

     The assumed indebtedness described in paragraphs (a) and (b) above was paid
in full by the Company on January 8, 2003. Additionally, pursuant to a Consent
and Agreement dated January 8, 2003 by and among the Company, Asera and KPCB, as
the representative and collateral agent for and on behalf of the Bridge Lenders,
the Company agreed to convert the assumed indebtedness described in paragraph
(c) into (i) 1,646,129 shares of the Company's common stock ("Conversion
Shares") and (ii) the right to receive, in certain circumstances, an aggregate
of $301,782, subject to the satisfaction of certain specified conditions
including, without limitation, the approval of the Company's shareholders. The
Company has agreed to prepare and file with the SEC a Form S-3 registration
statement, registering the Conversion Shares for resale under the Securities Act
of 1933, as amended (the "Securities Act").

     As further consideration for the purchased assets, the Company agreed to
issue to Sherwood, for the benefit of unsecured creditors of Asera, a warrant to
purchase an aggregate of 20,000 shares of the Company's common stock. The
issuance of the warrant is subject to the satisfaction of certain specified
conditions including, without limitation, the approval of the Company's
shareholders. See Note 13.

     Based on the independent valuation prepared using estimates and assumptions
provided by management, the total purchase price of approximately $6.5 million
has been allocated as follows:

<Table>
<Caption>
                                                               IN THOUSANDS
                                                               ------------
<S>                                                            <C>
Accounts receivable.........................................      $  172
Property and equipment......................................         491
Amortizable intangible assets:
  Trade name................................................         170
  Software..................................................       2,400
  Customer contracts........................................         230
Goodwill....................................................       3,067
                                                                  ------
Total purchase price........................................      $6,530
                                                                  ======
</Table>

     Of the total purchase price, $2.8 million was allocated to the amortizable
intangible assets of trademarks, technology (software) and customer contracts.
These intangible assets are being amortized over estimated useful lives of five,
three and ten years, respectively. The weighted average amortization period for
these intangible assets is 3.7 years. No amount of purchase price was allocated
to in-process research and development.

     The following table presents selected unaudited financial information of
the Company and Asera, as if the Asset Acquisition had occurred on April 1,
2001. Due to different historical fiscal period-ends for the Company and Asera,
the pro forma results for the year ended March 31, 2002 combine the results of
Asera for calendar

                                        49
<PAGE>

year 2001 with the Company's results for the fiscal year ended March 31, 2002.
The pro forma results for the year ended March 31, 2003 combine the results of
the Company for the fiscal year ended March 31, 2003 (which includes
Asera-related operations from January 8, 2003) with the results of Asera for
nine-month period from April 1, 2002 through December 31, 2002. Asera's results
for the period January 1 through January 7, 2003 are not material to this pro
forma presentation.

     The pro forma results include the amortization of acquired amortizable
intangible assets and the elimination of interest expense related to assumed
secured debt, effective April 1, 2001.

     The unaudited pro forma financial information is not intended to represent
or be indicative of the consolidated results of operations or financial
condition of the Company that would have been reported had the acquisition been
completed as of April 1, 2001, and should not be taken as representative of the
future consolidated results of operations or financial condition of the Company.
Pro forma results were as follows for the fiscal years ended March 31, 2003 and
2002:

<Table>
<Caption>
                                                                2003        2002
                                                              ---------   ---------
                                                              IN THOUSANDS, EXCEPT
                                                                 PER SHARE DATA
                                                                   (UNAUDITED)
<S>                                                           <C>         <C>
Revenues....................................................  $ 38,158    $ 39,481
Net loss....................................................  $(17,761)   $(83,396)
Basic and diluted net loss per share........................  $  (2.79)   $ (13.68)
</Table>

NOTE 3 -- STOCK SALE AND RELATED AGREEMENTS

     Related to the Asset Acquisition (see Note 2), on January 8, 2003, in a
private placement transaction, the Company sold 1,205,354 shares of common stock
to KPCB for cash consideration of $1,301,782. In connection with the private
placement transaction, the Company agreed that for so long as KPCB owns at least
200,000 shares, it will use its best efforts to cause two designees of KPCB to
be appointed to its board of directors. Effective immediately following the
closing of the transaction, a general partner of KPCB was named to the Company's
board of directors as one of these two designees. In accordance with the
agreement, the Company has filed a registration statement under the Securities
Act to register the 1,205,354 private placement shares with the SEC.

     The Company also entered into a two-year Consulting Agreement with KPCB on
January 8, 2003, pursuant to which KPCB agreed to provide certain consulting
services to the Company in exchange for the issuance of certain performance
warrants to purchase up to 2,500,000 shares of the Company's common stock,
effective upon the satisfaction of certain specified conditions including,
without limitation, the approval of the Company's shareholders. The Company has
agreed to prepare and file a registration statement under the Securities Act
registering the resale of the shares issuable upon exercise of these warrants
(see Note 13).

NOTE 4 -- RESTRUCTURING COSTS

     In June 2002, in response to ongoing operating losses and the general
slowdown in the economy, the Company adopted a formal plan to reduce operating
costs. A key component of the plan was a shift from the Company's direct sales
strategy for its insurance solutions to a strategy whereby the Company would
enter into alliances with strategic partners to continue to market its insurance
solutions. This allowed the Company to reduce operating costs while focusing its
direct sales efforts on the SEEC Mosaic(TM) Studio product line.

     In connection with these actions, during the quarterly period ended June
30, 2002, the Company recorded restructuring costs of $344,253 in accordance
with Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring) and SEC Staff Accounting
Bulletin No. 100, Restructuring and Impairment Charges. Included in the charge
was $63,018 for the abandonment and write-off of excess property and equipment.
An accrued liability was recorded for the remaining $281,235. Of this amount,
$146,235 was recorded for workforce reduction, consisting of severance and
extended insurance benefits attributable to 10 employees, primarily in the
Company's sales and marketing functions. The remaining $135,000 represents an

                                        50
<PAGE>

accrual for noncancelable lease payments, less management's estimates of
sublease income. These estimates are evaluated by the Company quarterly and are
subject to change, based on actual events.

     All charges associated with the restructuring are included as restructuring
costs under operating expenses in the statement of operations. Below is a
summary of the restructuring costs:

<Table>
<Caption>
                                                      CHARGED TO
                                                      OPERATIONS                        RESTRUCTURING
                                                     THREE MONTHS       TOTAL CASH      LIABILITIES AT
                                                         ENDED       PAYMENTS THROUGH     MARCH 31,
                                                     JUNE 30, 2002    MARCH 31, 2003         2003
                                                     -------------   ----------------   --------------
<S>                                                  <C>             <C>                <C>
Cash Provisions:
  Workforce reduction..............................    $146,235         $(146,235)         $    --
  Non-cancelable leases............................     135,000           (50,625)          84,375
                                                       --------         ---------          -------
                                                        281,235         $(196,860)         $84,375
                                                                        =========          =======
Non-cash:
  Write-off of excess property and equipment.......      63,018
                                                       --------
                                                       $344,253
                                                       ========
</Table>

NOTE 5 -- INTANGIBLE ASSETS

     In prior years, the Company assessed long-lived assets for impairment under
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." Under those rules, the Company reviewed
for impairment of long-lived assets, and certain identifiable intangibles to be
held and used, whenever events or changes in circumstances indicated that the
carrying amount of an asset may not be recoverable. The Company evaluated any
possible impairment of long-lived assets using estimates of undiscounted future
cash flows. If an impairment loss was to be recognized, it was measured as the
amount by which the carrying amount of the asset exceeds the fair value of the
asset. Management evaluated the fair value of its long-lived assets and
intangibles using primarily the estimated discounted future cash flows method.

     The results of such an evaluation performed in March 2001 indicated
significant impairment of certain assets, primarily intangible assets acquired
with the Company's purchase of Mozart Systems Corporation in 1999. As a
consequence, in March 2001, the Company wrote down $2,092,333 of Mozart
intangible assets and equipment, and certain Company trademark costs. A March
2002 evaluation of long-lived assets indicated impairment of certain assets,
primarily goodwill acquired with the Company's purchase of ERA Software Systems
Private, Limited in 1998, resulting in a write-down of $136,166.

     The write-downs of impaired assets had no impact on the Company's cash flow
or its ability to generate cash flow in the future. As a result of the charge,
depreciation and amortization expense related to these assets will decrease in
subsequent periods.

     On April 1, 2002, the Company adopted SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company examines on a periodic basis the carrying value of its long-lived
and intangible assets, other than goodwill, to determine whether there are any
impairment losses. If indicators of impairment were present in long-lived and
intangible assets used in operations and undiscounted future cash flows were not
expected to be sufficient to recover the assets' carrying amount, an impairment
loss would be charged to expense in the period the impairment is identified
based on the fair value of the asset. The Company believes that the remaining
carrying values of its other long-lived and intangible assets were realizable as
of March 31, 2003.

     Additionally, on April 1, 2002, the Company adopted SFAS No. 142, Goodwill
and Other Intangible Assets, and accordingly, no longer amortizes goodwill and
other intangible assets with indefinite lives. Also under SFAS No. 142, the
Company performs annual impairment tests of the carrying value of its goodwill
by reporting unit.

                                        51
<PAGE>

     The following pro forma financial information reflects consolidated results
adjusted as if SFAS No. 142 had been adopted for all periods presented:

<Table>
<Caption>
                                                                  YEAR ENDED MARCH 31,
                                                         ---------------------------------------
                                                            2003          2002          2001
                                                         -----------   -----------   -----------
<S>                                                      <C>           <C>           <C>
Reported net loss......................................  $(4,158,411)  $(6,258,434)  $(8,330,618)
Goodwill amortization..................................           --       143,480       163,622
                                                         -----------   -----------   -----------
Adjusted net loss......................................  $(4,158,411)  $(6,114,954)  $(8,166,996)
                                                         ===========   ===========   ===========
Reported basic and diluted loss per share..............  $     (0.65)  $     (1.03)  $     (1.37)
Goodwill amortization per share........................           --          0.03          0.03
                                                         -----------   -----------   -----------
Adjusted basic and diluted loss per share..............  $     (0.65)  $     (1.00)  $     (1.34)
                                                         ===========   ===========   ===========
</Table>

     The Company amortizes the trade name related to the Asera Acquisition using
the straight-line method over its estimated useful life of five years. The
intangible asset pertaining to the Company's acquired Asera software is being
amortized over three years. The values assigned to Asera's customer contracts
and to customer contracts related to the Company's August 1999 acquisition of
Mozart are being amortized with remaining useful lives as of March 31, 2003 of
ten years and one year, respectively.

     The following is a summary of goodwill and amortizable intangible assets as
of March 31, 2003:

<Table>
<Caption>
                                                 GROSS                     WEIGHTED AVERAGE
                                                CARRYING    ACCUMULATED     REMAINING LIFE
                                                 AMOUNT     AMORTIZATION      (IN YEARS)
                                               ----------   ------------   ----------------
<S>                                            <C>          <C>            <C>
Amortized intangible assets:
  Trade names................................  $  204,207     $ 27,978           4.75
  Software...................................   2,400,000      200,000           2.75
  Customer contracts (Asera).................     230,000        5,750           9.75
  Customer contracts (Mozart)................     121,000       94,111           1.00
                                               ----------     --------
                                               $2,955,207     $327,839           3.46
                                               ==========     ========
Unamortized intangible assets:
  Goodwill...................................  $3,067,091
                                               ==========
</Table>

     For the fiscal year ended March 31, 2003, amortization expense of
intangible assets was $252,580. Of this amount, $200,000 is included in cost of
software license and maintenance fees. The remaining amount of $52,580 for the
fiscal year ended March 31, 2003, and the amortization expense of $177,258 and
$558,783 for the fiscal years ended March 31, 2002 and 2001, respectively, is
included as separate components of operating expenses in the accompanying
consolidated statements of operations. The following is a summary of estimated
aggregate amortization expense of intangible assets for each of the five
succeeding fiscal years as of March 31, 2003:

<Table>
<S>                                                            <C>
2004........................................................   $899,000
2005........................................................    857,000
2006........................................................    657,000
2007........................................................     57,000
2008........................................................     49,000
</Table>

NOTE 6 -- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

     Two customers accounted for 26% and 11% of sales during the year ended
March 31, 2003. One of those customers accounted for 14% of accounts receivable
outstanding at March 31, 2003. Two customers accounted for 12% and 11% of sales
during the year ended March 31, 2002. One of those customers accounted for 16%
of accounts receivable outstanding at March 31, 2002. No single customer
accounted for more than 10% of sales during the year ended March 31, 2001.

                                        52
<PAGE>

     For the year ended March 31, 2003, export sales to non-affiliates accounted
for 34% of total revenues, including Europe -- 21% and Asia -- 11%. For the year
ended March 31, 2002, export sales to non-affiliates accounted for 32% of total
revenues, including Asia -- 15% and Europe -- 10%. For the year ended March 31,
2001, export sales to non-affiliates accounted for 32% of total revenues,
including Asia -- 20% and Europe -- 8%.

     At March 31, 2003, the net book value of long-lived assets located outside
of the United States consisted of Asia -- $268,278 and Europe -- $6,615. At
March 31, 2002, the net book value of long-lived assets located outside of the
United States consisted of Asia -- $311,327 and Europe -- $13,248.

NOTE 7 -- SHORT-TERM INVESTMENTS

     Short-term investments consist of the following:

<Table>
<Caption>
                                                           AMORTIZED    UNREALIZED      MARKET
                                                              COST      GAIN (LOSS)     VALUE
                                                           ----------   -----------   ----------
<S>                                                        <C>          <C>           <C>
March 31, 2003:
  Corporate bonds........................................  $  526,004   $   11,030    $  537,034
                                                           ==========   ==========    ==========
March 31, 2002:
  Corporate bonds........................................  $2,486,878   $  (13,492)   $2,473,386
  State agency and municipal bonds.......................   1,449,169        9,857     1,459,026
                                                           ----------   ----------    ----------
                                                           $3,936,047   $   (3,635)   $3,932,412
                                                           ==========   ==========    ==========
</Table>

     Management does not anticipate realization of the March 31, 2003 holding
gain in the upcoming year due to the anticipated adequacy of cash and cash
equivalents currently held to fund operating requirements.

NOTE 8 -- PROPERTY AND EQUIPMENT, NET

     Property and equipment, net consists of the following:

<Table>
<Caption>
                                                                     MARCH 31,
                                                             -------------------------
                                                                2003          2002
                                                             -----------   -----------
<S>                                                          <C>           <C>
Land.......................................................  $   153,324   $   153,324
Building in progress.......................................       39,431        39,431
Computer equipment.........................................      891,627       673,044
Purchased software and other equipment.....................      557,745       440,484
Furniture and fixtures.....................................      363,934       496,093
Leasehold improvements.....................................      150,494       226,690
                                                             -----------   -----------
Total property and equipment...............................    2,156,555     2,029,066
Accumulated depreciation and amortization..................   (1,332,683)   (1,197,946)
                                                             -----------   -----------
Property and equipment, net................................  $   823,872   $   831,120
                                                             ===========   ===========
</Table>

NOTE 9 -- NOTE PAYABLE

     The note payable was assumed as partial consideration for the assets
acquired in the Asera Asset Acquisition (see Note 2), and consists of $2,112,525
of secured indebtedness of Asera owing to KPCB, as representative and collateral
agent, and certain other lenders. Subject to shareholder approval, the Company
agreed to convert the assumed indebtedness, with no addition for accrued
interest, into (i) 1,646,129 shares of the Company's common stock and (ii) the
right to receive, in certain circumstances, an aggregate of $301,782 in cash.

     Pursuant to the terms of the related consent and agreement, if the
satisfaction of the conditions to the conversion of the note payable, including
shareholder approval of such conversion, does not occur by August 15, 2003, the
note (with accrued interest at 8% per annum) will become immediately due and
payable on such date.

                                        53
<PAGE>

NOTE 10 -- INTEREST AND OTHER INCOME, NET

     Interest and other income, net consists of the following:

<Table>
<Caption>
                                                                    YEAR ENDED MARCH 31,
                                                              --------------------------------
                                                                2003       2002        2001
                                                              --------   --------   ----------
<S>                                                           <C>        <C>        <C>
Interest income, net........................................  $272,790   $634,905   $1,437,284
Write-down of impaired marketable investment................        --         --      (48,467)
Other realized gains (losses), net..........................     8,061     54,903      (55,771)
Foreign currency translation losses.........................   (26,634)    (5,345)     (17,565)
Other.......................................................    (8,081)    (4,629)      (7,780)
                                                              --------   --------   ----------
                                                              $246,136   $679,834   $1,307,701
                                                              ========   ========   ==========
</Table>

NOTE 11 -- CAPITAL STOCK

     In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3,000,000 to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through March 31, 2003, the Company has used $1,885,649 to repurchase
473,175 shares, of which 278,626 shares were reissued under Employee Stock
Purchase Plan transactions, stock option exercises, and stock warrant exercises.
Repurchased shares are recorded as treasury shares.

NOTE 12 -- STOCK OPTIONS

     The Company has two stock option plans (the "Plans") that provide for the
granting of stock options to officers and key employees. The 1994 Stock Option
Plan provides for a maximum of 226,305 common shares that may be awarded during
the Plan's ten-year term. The 1997 Stock Option Plan provides for a maximum of
1,300,000 common shares that may be awarded through June 2007. Of the total
1,526,305 common shares eligible for award under the Plans, 1,512,936 shares
have been issued through March 31, 2003. The purpose of the Plans is to promote
the interests of the Company and its shareholders by providing key employees
with additional incentives to continue the success of the Company.

     Under the Plans, options are awarded by a committee designated by the
Company's Board of Directors or, if no committee is designated, the full Board.
Incentive stock options and non-qualifying stock options may be granted to
purchase a specified number of shares of common stock at a price not less than
the fair market value on the date of grant and for a term not to exceed 10
years. Options become exercisable at such times and in such installments as
determined at the date of grant, subject to continued employment and certain
other conditions, including a limited ability to sell or otherwise transfer
shares issued pursuant to the Plans.

                                        54
<PAGE>

     Activity related to qualified stock options issued under the Plans is
summarized below:

<Table>
<Caption>
                                                           YEAR ENDED MARCH 31,
                                   --------------------------------------------------------------------
                                           2003                    2002                   2001
                                   ---------------------   --------------------   ---------------------
                                               WEIGHTED               WEIGHTED                WEIGHTED
                                                AVERAGE                AVERAGE                 AVERAGE
                                               EXERCISE               EXERCISE                EXERCISE
                                                 PRICE                  PRICE                   PRICE
FIXED OPTIONS                       SHARES     PER SHARE    SHARES    PER SHARE    SHARES     PER SHARE
-------------                      ---------   ---------   --------   ---------   ---------   ---------
<S>                                <C>         <C>         <C>        <C>         <C>         <C>
Outstanding at beginning of
  year...........................    836,170     $3.99      588,796     $5.30       666,771     $5.34
Granted..........................    723,832     $1.11      347,200     $1.73        51,450     $4.23
Exercised........................    (10,095)    $0.44       (7,965)    $0.44        (2,200)    $4.86
Canceled.........................   (214,193)    $2.97      (91,861)    $4.12      (127,225)    $5.06
                                   ---------               --------               ---------
Outstanding at end of year.......  1,335,714     $2.63      836,170     $3.99       588,796     $5.30
                                   =========               ========               =========
Options exercisable at end of
  year...........................    470,815                381,182                 263,989
                                   =========               ========               =========
Weighted average fair value of
  options granted during the
  year...........................  $    0.64               $   1.05               $    2.68
                                   =========               ========               =========
</Table>

     The following table summarizes information about qualified stock options
outstanding at March 31, 2003:

<Table>
<Caption>
                          OPTIONS OUTSTANDING             OPTIONS EXERCISABLE
                  ------------------------------------   ---------------------
                                WEIGHTED     WEIGHTED                WEIGHTED
                                AVERAGE       AVERAGE                 AVERAGE
    RANGE OF                   REMAINING     EXERCISE                EXERCISE
    EXERCISE       NUMBER     CONTRACTUAL      PRICE      NUMBER       PRICE
     PRICES       OF SHARES   LIFE (YEARS)   PER SHARE   OF SHARES   PER SHARE
    --------      ---------   ------------   ---------   ---------   ---------
<S>               <C>         <C>            <C>         <C>         <C>
$1.09              654,332        9.78        $ 1.09           --     $   --
$1.30 -- $1.86     253,400        8.95        $ 1.53       77,533     $ 1.60
$2.07 -- $3.62      70,787        6.03        $ 2.80       67,937     $ 2.82
$4.00 -- $5.58     239,551        6.40        $ 4.69      207,701     $ 4.61
$6.00 -- $8.50      82,644        5.20        $ 6.25       82,644     $ 6.25
$16.25              35,000        4.92        $16.25       35,000     $16.25
                  ---------                               -------
                  1,335,714       8.41        $ 2.63      470,815     $ 5.01
                  =========                               =======
</Table>

     Activity related to non-qualified stock options is summarized below:

<Table>
<Caption>
                                                           YEAR ENDED MARCH 31,
                                   --------------------------------------------------------------------
                                           2002                    2001                   2000
                                   ---------------------   --------------------   ---------------------
                                               WEIGHTED               WEIGHTED                WEIGHTED
                                                AVERAGE                AVERAGE                 AVERAGE
                                               EXERCISE               EXERCISE                EXERCISE
                                                 PRICE                  PRICE                   PRICE
FIXED OPTIONS                       SHARES     PER SHARE    SHARES    PER SHARE    SHARES     PER SHARE
-------------                      ---------   ---------   --------   ---------   ---------   ---------
<S>                                <C>         <C>         <C>        <C>         <C>         <C>
Outstanding at beginning of
  year...........................    348,052     $5.55      298,052     $6.15       148,052     $8.44
Granted..........................     50,000     $0.76       50,000     $1.98       150,000     $3.89
Forfeited........................    (30,000)    $1.91           --     $  --            --     $  --
                                   ---------               --------               ---------
Outstanding at end of year.......    368,052     $5.20      348,052     $5.55       298,052     $6.15
                                   =========               ========               =========
Options exercisable at end of
  year...........................    288,052                235,552                 203,052
                                   =========               ========               =========
</Table>

     In August 2001, the Company's shareholders approved the adoption of The
2000 Non-Employee Directors Stock Option Plan, which had been adopted by the
Board of Directors in November 2000, subject to such shareholder approval. All
current and future directors of the Corporation who are not employees of the
Corporation or any of its subsidiaries are eligible to participate in the
Directors Plan. Initially, the aggregate number of shares of Common Stock which
may be issued or delivered and as to which stock options may be granted under
the Plan is 250,000 shares.

                                        55
<PAGE>

     Non-qualified stock options outstanding at March 31, 2003 were exercisable
as follows:

<Table>
<Caption>
    EXERCISE   NUMBER OF
     PRICE      SHARES                           EXERCISABLE
    --------   ---------                         -----------
<S>            <C>         <C>
    $ 0.76..     40,000    10,000 each at August 8, 2003, 2004, 2005, and 2006
    $ 1.98..     40,000    10,000 each at August 10, 2002, 2003, 2004, and 2005
    $ 3.00..     40,000    10,000 each at August 10, 2001 and September 1, 2002,
                           2003, and 2004
    $ 3.62..      9,052    4,526 each at August 30, 1997 and 1998
    $ 4.00..     20,000    At October 1, 1999
    $ 4.00..     20,000    5,000 each at August 24, 2000, 2001, 2002 and 2003
    $ 4.33..    100,000    At September 21, 2000
    $ 6.00..     60,000    15,000 each at August 12, 1999, 2000, 2001 and 2002
    $ 8.25..      9,000    3,000 each at April 1, June 1, and August 1, 1998
    $20.75..     30,000    10,000 each at August 8, 1998, 1999 and 2000
</Table>

EMPLOYEE STOCK PURCHASE PLAN:

     On August 6, 1998, the Company adopted the SEEC, Inc. 1998 Employee Stock
Purchase Plan (the "ESPP"), which provides for 300,000 shares of the Company's
common stock to be issued pursuant to purchase rights granted to employees.
Under the ESPP, eligible employees can elect to have up to 10% of their earnings
withheld, subject to certain limitations, to be used to purchase shares of
common stock on specified dates within 24-month offering periods. In addition,
the Compensation Committee of the Company's Board of Directors may designate
certain offering periods during which employees may purchase shares of common
stock for cash. The purchase price per share is eighty-five percent (85%) of the
lower of (i) the fair market value of the common stock on the participant's
entry date into the offering period or (ii) the fair market value on the
semi-annual purchase date. Under the ESPP, the Company issued common shares
totaling 53,699, 26,362 and 49,862 at an average price of $0.77, $1.72 and $3.30
during the years ended March 31, 2003, 2002 and 2001, respectively. In
accordance with APB 25, the Company does not recognize compensation cost related
to employee purchase rights under the Plan and, therefore, there are no charges
or credits to income in connection with the ESPP.

NOTE 13 -- COMMON STOCK WARRANTS

     Except as noted below, warrants were outstanding to purchase 30,833, 10,833
and 194,500 shares of the Company's common stock, at March 31, 2003, 2002 and
2001, respectively. Warrants for 194,500 shares expired on January 22, 2002. The
Company recorded expense of $10,781 for the value of 10,833 warrants issued for
services during the year ended March 31, 2002. The value of the warrants was
estimated as of the date of grant using the Black-Scholes pricing model. These
warrants were outstanding at March 31, 2003, are exercisable at $2.07 per share,
and will expire on July 12, 2004. Warrants were exercised to purchase 12,500
shares in March 2000.

     In connection with the purchase of the Asera assets from Sherwood Partners
(see Note 2), the Company agreed to issue to Sherwood Partners, for the benefit
of the unsecured creditors of Asera, a warrant to purchase up to 20,000 shares
of Company common stock at an exercise price of $1.35 per share. The issuance of
the creditor warrant is subject to the approval of the Company's shareholders.
If approved, the creditor warrant is expected to be issued in August 2003, at
which time the warrant will be valued and characterized as partial consideration
for the Asset Acquisition. This warrant may be exercised at any time from the
date it is issued until the second anniversary of its issuance.

     On January 8, 2003, concurrent with the completion of the Asset
Acquisition, the Company entered into a two-year consulting agreement with KPCB
("Consulting Agreement") pursuant to which KPCB agreed to provide certain
consulting services to the Company in exchange for the issuance of three
separate performance warrants ("Consulting Warrants") to purchase, in the
aggregate, up to 2,500,000 shares of the Company's

                                        56
<PAGE>

common stock, effective upon the satisfaction of certain specified conditions
including, without limitation, the approval of the Company's shareholders. The
Company has agreed to file a registration statement upon exercise of the
warrants for resale under the Securities Act. The Consulting Warrants may be
exercised for cash or through a cashless net exercise.

     In accordance with generally accepted accounting principles, no effect has
been recorded related to the Consulting Warrants through March 31, 2003, pending
shareholder approval.

     The first Consulting Warrant is exercisable for up to 1,000,000 shares of
Company common stock at an exercise price of $1.10 per share. If approved by the
Company's shareholders at the Company's Annual Meeting planned for August 2003,
the warrant will be issued and will be immediately exercisable as of the eighth
day of each calendar month from February 2003 to the date of such approval, for
41,667 shares of common stock at each monthly exercise date. Thereafter, the
warrant will become exercisable for an additional 41,667 shares each month
through December 2004. On or after January 8, 2005, the warrant will become
exercisable for the entire 1,000,000 shares of common stock. In addition, the
warrant will automatically become exercisable for the full 1,000,0000, upon
certain occurrences. The warrant may be exercised at any time until the fifth
anniversary of its date of issuance. If the issuance of the warrant is approved,
the Company will value the first Consulting Warrant as a series of twenty-four
individual warrants and will initially record as expense the value of the
individual warrants as of the date of shareholder approval. Thereafter,
additional expense will be recorded as warrants become exercisable each month,
through the two-year term of the underlying consulting agreement. The value of
the warrants will be determined according to the Black-Scholes pricing model.

     The second consulting warrant will be exercisable for 500,000 shares of
common stock at an exercise price of $1.35 per share, subject to shareholder
approval, if the Company's aggregate reported revenues for fiscal year ending
March 31, 2004 are at least $16,000,000. Otherwise, the warrant is not
exercisable. If exercisable, the warrant may be exercised at any time from April
1, 2004 through April 1, 2009.

     The third consulting warrant will be exercisable for 1,000,000 shares of
the Company's common stock at an exercise price of $1.80 per share, subject to
shareholder approval, if aggregate reported revenues for fiscal year ending
March 31, 2004 are at least $20,000,000. If the Company's revenues for that
fiscal year are between $16,000,000 and $20,000,000, then the warrant will be
exercisable for a pro-rata portion of the full 1,000,000 shares of common stock.
If the Company's revenues for that fiscal year are $16,000,000 or less, the
warrant will not be exercisable. The warrant, if exercisable, may be exercised
at any time from April 1, 2004 through April 1, 2009.

     The ultimate values of the second and third consulting warrants, if
issuance is approved by shareholders, will be contingent upon the Company's
attaining the prescribed revenue goals for fiscal year 2004. No accounting
recognition will be given to these warrants, unless and until the revenue goals
are attained. Then, the warrant(s) would be valued according to the
Black-Scholes pricing model and the resulting expense would be recorded in the
fourth quarterly period of the year ending March 31, 2004.

NOTE 14 -- INCOME TAXES

     The components of the net deferred tax asset are as follows:

<Table>
<Caption>
                                                                     MARCH 31,
                                                             -------------------------
                                                                2003          2002
                                                             -----------   -----------
<S>                                                          <C>           <C>
Tax effect of Federal and state net operating loss
  carryforwards............................................  $ 7,220,900   $ 5,669,800
Tax effect of Section 481(a) adjustment....................           --      (263,700)
Depreciation and amortization and asset impairment.........    1,086,600     1,117,400
Tax effect of unrealized gains and losses on investments...        4,500        (1,500)
                                                             -----------   -----------
Deferred tax asset.........................................    8,312,000     6,522,000
Valuation allowance........................................   (8,312,000)   (6,522,000)
                                                             -----------   -----------
Deferred tax asset, net....................................  $        --   $        --
                                                             ===========   ===========
</Table>

                                        57
<PAGE>

     Pretax losses of the Company's foreign operations for the years ended March
31, 2003, 2002 and 2001 were $(492,003), $(621,717) and $(466,230),
respectively.

     The Company had unused net operating loss carryforwards available at March
31, 2003, as follows:

<Table>
<Caption>
                                               NET OPERATING LOSS
                                                 CARRYFORWARDS
EXPIRES DURING YEAR                       ----------------------------
ENDING MARCH 31,                            FEDERAL           STATE
-------------------                       -----------      -----------
<S>                                       <C>              <C>
      2004..............................  $        --      $   179,831
      2005..............................           --          411,986
      2006..............................           --          133,144
      2007..............................           --          874,949
      2008..............................           --          204,712
      2010..............................           --        1,637,221
      2011..............................           --        2,081,034
      2012..............................       31,875        2,310,875
      2013..............................       66,790        3,431,813
      2019..............................       10,000               --
      2020..............................    3,595,899          212,761
      2021..............................    4,996,328          106,892
      2022..............................    5,698,021               --
      2023..............................    3,431,813               --
                                          -----------      -----------
                                          $17,830,726      $11,585,218
                                          ===========      ===========
</Table>

     If substantial changes in the Company's ownership should occur, as defined
by Section 382 of the Internal Revenue Code ("the Code"), there could be annual
limitations on the amount of carryforwards that can be realized in future
periods. The Company has completed several refinancings since its inception and
has incurred ownership changes, as defined under the Code, which could have an
impact on the Company's ability to use these operating loss carryforwards.

NOTE 15 -- NET LOSS PER SHARE

     Net loss per share is based on the weighted average number of common shares
outstanding in each year. Diluted EPS is similar to basic EPS, except that the
weighted average of common shares outstanding is increased to include the
additional common shares that would have been outstanding if the potential
dilutive common shares, consisting of shares of those stock options and warrants
for which market price exceeds exercise price, had been issued. Such common
equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive. Therefore, there was no difference between
basic and diluted EPS for each period presented.

NOTE 16 -- COMMITMENTS AND CONTINGENCIES

     The Company's operations are conducted from leased facilities, all of which
are under noncancelable operating leases. Effective October 1, 2002, the Company
renegotiated the lease on its headquarters facility, resulting in an extension
of the lease term and reductions in the lease rate and the space leased. The new
noncancelable operating lease expires in October 2007. In addition to the base
rent, the lease provides for adjustments relating to changes in real estate
taxes and other operating expenses. The Company also rents an office facility in
Redwood Shores, California, sales offices in Chicago and New York, and the
office facilities of the Company's subsidiaries based in Delaware, the United
Kingdom, and India.

                                        58
<PAGE>

     Future minimum rental payments as of March 31, 2003 under leases having
initial noncancelable lease terms in excess of one year are as follows:

<Table>
<Caption>
YEAR ENDING MARCH 31,
---------------------
<S>                                                        <C>
      2004..............................................   $  776,219
      2005..............................................      625,206
      2006..............................................      386,865
      2007..............................................      348,403
      2008..............................................       78,233
                                                           ----------
                                                           $2,214,926
                                                           ==========
</Table>

     Total rent expense incurred for all leases during the years ended March 31,
2003, 2002 and 2001 amounted to $585,399, $533,843 and $489,827, respectively.

     The Company has employment agreements with certain key employees that
provide for minimum annual salaries and automatic annual renewals at the end of
the initial two-year term. The agreements generally contain, among other things,
confidentiality agreements, assignment to the Company of inventions made during
employment (and under certain circumstances for two years following termination
of employment) and non-competition agreements for the term of the agreements
plus two years. Two executive employment/severance agreements provide for
payments upon termination of employment, either under not-for-cause
circumstances or if the key employee resigns for good reason, as defined. The
maximum contingent liability under these agreements was approximately $342,000
at March 31, 2003.

     The Company had outstanding irrevocable letters of credit of approximately
$87,000 at March 31, 2003.

     The Company is subject to claims and suits that arise from time to time in
the ordinary course of its business. While it is not possible to predict the
ultimate outcome of such matters, the Company believes that if it were to incur
a loss in any such matter, such loss would not have a material effect on the
Company's business, financial condition or results of operations. The Company
intends to continue to defend itself vigorously in all such matters that may
arise.

NOTE 17 -- OTHER ACCRUED EXPENSES

     Other accrued expenses consists of the following:

<Table>
<Caption>
                                                                   MARCH 31,
                                                              -------------------
                                                                2003       2002
                                                              --------   --------
<S>                                                           <C>        <C>
Accrued professional fees and other expenses in connection
  with the Asera asset acquisition (see Note 2).............  $423,499   $     --
Accrued legal and accounting fees...........................   128,015    106,014
Accrued rent, including net lease obligation in connection
  with restructuring (see Note 4)...........................   156,257     12,656
Printing and distribution costs -- financial reporting and
  regulatory filings........................................    32,000     40,000
Accrued sales and marketing costs...........................    42,750     35,000
Other.......................................................   165,719     50,903
                                                              --------   --------
                                                              $948,240   $244,573
                                                              ========   ========
</Table>

                                        59
<PAGE>

NOTE 18 -- VALUATION AND QUALIFYING ACCOUNTS

     The following is a summary of the Company's valuation and qualifying
account activity:

<Table>
<Caption>
                                                                 ADDITIONS    DEDUCTIONS
                                                    BALANCE AT   CHARGED TO   CREDITED TO   BALANCE AT
                                                    BEGINNING    COSTS AND     ACCOUNTS       END OF
DESCRIPTION                                         OF PERIOD     EXPENSES    RECEIVABLE      PERIOD
-----------                                         ----------   ----------   -----------   ----------
<S>                                                 <C>          <C>          <C>           <C>
Allowance for doubtful accounts for Accounts
  Receivable -- Trade for the year ended:
     MARCH 31, 2003...............................   $ 20,000     $ 30,000     $     --      $50,000
     MARCH 31, 2002...............................   $ 75,000     $ 13,162     $ 68,162      $20,000
     MARCH 31, 2001...............................   $100,000     $152,117     $177,117      $75,000
</Table>

NOTE 19 -- QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial information for the years ended March 31, 2003 and 2002
is as follows (in thousands, except per share data):

<Table>
<Caption>
YEAR ENDED MARCH 31, 2003                                 FIRST    SECOND     THIRD    FOURTH
-------------------------                                -------   -------   -------   -------
<S>                                                      <C>       <C>       <C>       <C>
Revenues...............................................  $   744   $   919   $ 1,034   $ 2,846
Gross profit...........................................      460       429       576     1,721
Net loss...............................................   (1,560)     (886)     (546)   (1,167)
Basic and diluted net loss per share...................    (0.26)    (0.15)    (0.09)    (0.16)
</Table>

<Table>
<Caption>
YEAR ENDED MARCH 31, 2002                                 FIRST    SECOND     THIRD    FOURTH
-------------------------                                -------   -------   -------   -------
<S>                                                      <C>       <C>       <C>       <C>
Revenues...............................................  $   600   $   621   $   572   $   592
Gross profit...........................................      238       288       275       286
Net loss...............................................   (1,561)   (1,487)   (1,482)   (1,728)
Basic and diluted net loss per share...................    (0.26)    (0.24)    (0.24)    (0.28)
</Table>

     The financial results for the first, second, and third quarters of the year
ended March 31, 2003 have been restated. The restatements arose from a
correction in accounting for sales of annual software licenses that include
maintenance (also known as "post contract support" or "customer support and
upgrades"). The Company's original accounting treatment for these transactions
was to apportion the total fees to the transaction components -- software
license and maintenance. Revenues for the license component were recognized upon
delivery of the software to the customer, and maintenance revenues were
recognized ratably over the twelve-month agreement period. The Company
determined that the proper accounting treatment for these transactions is to
recognize both the software license and maintenance revenues ratably over the
twelve-month license term. The Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2002, September 30, 2002 and December 31, 2002 will be amended.

     For the quarter ended June 30, 2002, the restatement amounts to a reduction
of the Company's consolidated revenues by $67,753, or 8.3%, and an increase in
the net loss by $67,753, or 4.5%. The net loss per share increased from $0.25 to
$0.26.

     For the quarter ended September 30, 2002, the restatement amounts to a
reduction of the Company's consolidated revenues by $8,062, or 0.9%, and an
increase in the net loss by $8,062, or 0.9%. The net loss per share increased
from $0.14 to $0.15.

     For the quarter ended December 31, 2002, the restatement amounts to a
reduction of the Company's consolidated revenues by $103,681, or 9.1%, and an
increase in the net loss by $103,681, or 23.5%. The net loss per share increased
from $0.07 to $0.09.

     Certain amounts in the periods presented have been reclassified to conform
to current presentation standards.

                                        60
<PAGE>

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

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF SEEC

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our 2003 Annual Meeting of
Shareholders and is incorporated herein by reference to this Item 10.

ITEM 11.  EXECUTIVE COMPENSATION

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our 2003 Annual Meeting of
Shareholders and is incorporated herein by reference to this Item 11.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our 2003 Annual Meeting of
Shareholders and is incorporated herein by reference to this Item 12.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding this item appears in our definitive Proxy Statement
to be filed pursuant to Regulation 14A relating to our 2003 Annual Meeting of
Shareholders and is incorporated herein by reference to this Item 13.

ITEM 14.  CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures

     As required by new Rule 13a-15 under the Securities Exchange Act of 1934,
within the 90 days prior to the date of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our Company's disclosure controls
and procedures. In designing and evaluating our disclosure controls and
procedures, we and our management recognize that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management necessarily was
required to apply its judgment in evaluating and implementing possible controls
and procedures. Based upon the required evaluation, our Chief Executive Officer
and Chief Financial Officer believe that, as of the date of completion of the
evaluation, our Company's disclosure controls and procedures were effective to
ensure that information we are required to disclose in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.

     In connection with the adoption and implementation of the rules described
above and from time to time thereafter, we have conducted and will continue to
conduct further reviews and, from time to time put in place additional
documentation of, our disclosure controls and procedures, including our internal
controls and procedures for financial reporting. We may from time to time make
changes aimed at enhancing their effectiveness, as well as changes aimed at
ensuring that our systems evolve with, and meet the needs of, our business.
These changes may include changes necessary or desirable to address
recommendations of our management and/or our independent auditors, including any
recommendations of our independent auditors arising out of their recently
completed audit, and any future audits, of our financial statements. These
changes

                                        61
<PAGE>

may include changes to our own systems, as well as to the systems of businesses
that we have acquired or that we may acquire in the future and will, if made, be
intended to enhance the effectiveness of our controls and procedures.

     (b) Changes in internal controls

     None.

                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Documents filed as part of this Report

  1. FINANCIAL STATEMENTS. The following financial statements are filed as part
     of this Annual Report on Form 10-K:

<Table>
<Caption>
                                                                PAGE
                                                               NUMBER
                                                               ------
<S>                                                            <C>
Report of Independent Certified Public Accountants..........      38
Consolidated Balance Sheets as of March 31, 2003 and 2002...      39
Consolidated Statements of Operations for the years ended
  March 31, 2003, 2002 and 2001.............................      40
Consolidated Statements of Shareholders' Equity for the
  years ended March 31, 2003, 2002 and 2001.................      41
Consolidated Statements of Cash Flows for the years ended
  March 31, 2003, 2002 and 2001.............................      42
Notes to Consolidated Financial Statements..................   43-60
</Table>

  2. FINANCIAL STATEMENT SCHEDULES. Financial Statement Schedules have been
     omitted because the required information is not present in amounts
     sufficient to require submission of a schedule, or because the information
     required is included in the financial statements or in a footnote thereto.

  3. EXHIBITS. The Exhibits listed below are filed or incorporated by reference
     as part of this Annual Report on Form 10-K.

<Table>
<Caption>
 EXHIBIT
   NO.                               DESCRIPTION
 -------     ------------------------------------------------------------
<S>          <C>
 2.1 (5)     Agreement and Plan of Merger dated July 16, 1999 between the
             Registrant and Mozart Systems Corporation.
 3.1 (1)     The Registrant's Amended and Restated Articles of
             Incorporation.
 3.2 (1)     The Registrant's Amended and Restated Bylaws.
10.1 (1)     SEEC, Inc. 1994 Stock Option Plan.
10.2 (1)     Registration Rights Agreement dated as of August 15, 1996
             among the Registrant and certain of its shareholders.
10.3 (1)     Agreement dated July 16, 1996 between the Registrant and Raj
             Reddy.
10.4 (2)     SEEC, Inc. 1997 Stock Option Plan.
10.5 (4)     Asset Purchase Agreement dated August 7, 1998, between the
             Registrant and ERA.
10.6 (3)     SEEC, Inc. 1998 Employee Stock Purchase Plan.
10.7 (5)     Employment Agreement dated August 3, 1999 between Mozart
             Systems Corporation and Alan P. Parnass.
10.8 (5)     Non-Competition Agreement dated August 3, 1999 between
             Mozart Systems Corporation and Alan P. and Kim I. Parnass.
10.9 (6)     Agreement and Release dated March 7, 2000 between the
             Registrant and Allen Gart.
10.10 (6)    Employment Agreement dated March 10, 2000 between the
             Registrant and Ravindra Koka.
</Table>

                                        62
<PAGE>

<Table>
<Caption>
 EXHIBIT
   NO.                               DESCRIPTION
 -------     ------------------------------------------------------------
<S>          <C>
10.11 (6)    Employment Agreement dated March 10, 2000 between the
             Registrant and John D. Godfrey.
10.12 (6)    Employment Agreement dated March 10, 2000 between the
             Registrant and Richard J. Goldbach.
10.13 (7)    Agreement dated September 22, 2000 between the Registrant
             and Alan Parnass.
10.14 (8)    Employment Agreement dated February 2, 2001 between the
             Registrant and Alan Parnass.
10.15 (9)    Employment Agreement dated November 15, 1993 between the
             Registrant and Shankar Krish.
10.16 (10)   Employment Agreement dated June 13, 2001 between the
             Registrant and Bruce W. Cameron.
10.17 (11)   SEEC, Inc. 2000 Non-Employee Directors Stock Option Plan.
10.18 (12)   Asset Purchase Agreement dated as of January 8, 2003 by and
             between Sherwood Partners, Inc. and SEEC, Inc.
10.19 (12)   Common Stock Purchase Agreement dated as of January 8, 2003
             by and between SEEC, Inc. and KPCB Holdings, Inc.
10.20 (12)   Bridge Loan Assumption Agreement dated as of January 8, 2003
             by and among Sherwood Partners, Inc., SEEC, Inc., and KPCB
             Holdings, Inc.
10.21 (12)   Consent and Agreement dated as of January 8, 2003 by and
             among KPCB Holdings, Inc., Asera, Inc., Sherwood Partners,
             Inc., and SEEC, Inc.
10.22 (12)   Consulting Agreement dated as of January 8, 2003 by and
             between SEEC, Inc. and KPCB Holdings, Inc.
21.1 (6)     Subsidiaries of the Company.
23.1         Consent of BDO Seidman, LLP
99.1         Certification of Chief Executive Officer Pursuant To 18
             U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
             The Sarbanes-Oxley Act Of 2002.
99.2         Certification of Chief Financial Officer Pursuant To 18
             U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
             The Sarbanes-Oxley Act Of 2002.
</Table>

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

 (1) Incorporated by reference to Exhibits to the Company's Registration
     Statement on Form S-1, File No. 333-14027.

 (2) Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1997, File No. 0-21985.

 (3) Incorporated by reference to the Company's Registration Statement on Form
     S-8, File No. 333-62149.

 (4) Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1999, File No. 0-21985.

 (5) Incorporated by reference to the Company's Report on Form 8-K dated August
     4, 1999, File No. 0-21985.

 (6) Incorporated by reference to Exhibits to the Company's Report on Form 10-K
     for the fiscal year ended March 31, 2000, File No. 0-21985.

 (7) Incorporated by reference to the Company's Registration Statement on Form
     S-8, File No. 333-54366.

 (8) Incorporated by reference to Exhibits to the Company's Quarterly Report on
     Form 10-Q for the period ended December 31, 2000, File No. 0-21985.

 (9) Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2001, File No. 0-21985.

(10) Incorporated by reference to Exhibits to the Company's Quarterly Report on
     Form 10-Q for the period ended June 30, 2001, File No. 0-21985.

(11) Incorporated by reference to Exhibits to the Company's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2002, File No. 0-21985.

                                        63
<PAGE>

(12) Incorporated by reference to Exhibits to the Company's Report on Form 8-K
     dated January 8, 2003, File No. 0-21985.

          (b) Reports on Form 8-K:

     On January 23, 2003 we filed a Current Report on Form 8-K dated January 8,
2003 in connection with our entry into an agreement to acquire certain of the
assets and business of Asera, Inc. (Item 2), and in connection with the equity
investment from KPCB Holdings, Inc. (Item 5).

     On March 24, 2003 we filed a Current Report on Form 8-K/A dated January 8,
2003 (Item 7) in order to file the financial statements and pro forma financial
information required by Item 7 of Form 8-K, in connection with our acquisition
of certain of the assets, liabilities and business of Asera, Inc.

                                        64
<PAGE>

                                   SIGNATURES

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

                                          SEEC, INC.
June 30, 2003
                                          By:        /s/ RAVINDRA KOKA
                                            ------------------------------------
                                                       Ravindra Koka
                                             President, Chief Executive Officer
                                                         and Director

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

<Table>
<Caption>
                       SIGNATURE AND TITLE                                     DATE
                       -------------------                                     ----
   <S>                                                          <C>

                        /s/ RAVINDRA KOKA                                  June 30, 2003
   ------------------------------------------------------------
                          Ravindra Koka
         President, Chief Executive Officer and Director

                     /s/ RICHARD J. GOLDBACH                               June 30, 2003
   ------------------------------------------------------------
                       Richard J. Goldbach
              Treasurer and Chief Financial Officer

                      /s/ GLEN F. CHATFIELD                                June 30, 2003
   ------------------------------------------------------------
                        Glen F. Chatfield
                Chairman of the Board and Director

                        /s/ RADHA R. BASU                                  June 30, 2003
   ------------------------------------------------------------
                          Radha R. Basu
                             Director

                        /s/ BEVERLY BRUCE                                  June 30, 2003
   ------------------------------------------------------------
                          Beverly Bruce
                             Director

                      /s/ ABRAHAM OSTROVSKY                                June 30, 2003
   ------------------------------------------------------------
                        Abraham Ostrovsky
                             Director

                         /s/ VINOD KHOSLA                                  June 30, 2003
   ------------------------------------------------------------
                           Vinod Khosla
                             Director
</Table>

                                        65
<PAGE>

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ravindra Koka, certify that:

     1. I have reviewed this Annual Report on Form 10-K of SEEC, Inc. for the
year ended March 31, 2003;

     2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly represent in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this Annual Report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c) presented in this Annual Report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weakness in internal controls; and

          b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                                    /s/ RAVINDRA KOKA
                                          --------------------------------------
                                                      Ravindra Koka
                                          President, Chief Executive Officer and
                                                         Director

Date: June 30, 2003

                                        66
<PAGE>

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard J. Goldbach, certify that:

     1. I have reviewed this Annual Report on Form 10-K of SEEC, Inc. for the
year ended March 31, 2003;

     2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Annual
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly represent in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Annual Report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this Annual Report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c) presented in this Annual Report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weakness in internal controls; and

          b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     controls; and

     6. The registrant's other certifying officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

                                                 /s/ RICHARD J. GOLDBACH
                                          --------------------------------------
                                                   Richard J. Goldbach
                                          Treasurer and Chief Financial Officer

Date: June 30, 2003

                                        67