<PAGE>

                                       
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                   FORM 10-Q


  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended JANUARY 31, 1998

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transitional period from _________________ to _________________


Commission File Number: 00-1033864


                                       
                          DocuCorp International, Inc.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                           75-2690838
-------------------------------                          ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          identification number)



  5910 North Central Expressway, Suite 800, Dallas, Texas             75206
-------------------------------------------------------------------------------
        (Address of principal executive offices)                   (Zip Code)

                                       
                                (214) 891-6500
              -----------------------------------------------------
               (Registrant's telephone number including area code)


                                 DocuCorp, Inc.
              -----------------------------------------------------
               (Former name, former address and former fiscal year, 
                         if changed since last report)

     Indicate by check mark whether the registrant (1) 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 the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date:

                                         SHARES OUTSTANDING EFFECTIVE
CLASS                                    FEBRUARY 28, 1998
------------------------------------     ----------------------------
Common Stock, $.01 par value             5,323,100
Common Stock Class B, $.01 per value     5,783,242

<PAGE>
                                       
                         DOCUCORP INTERNATIONAL, INC.
                              TABLE OF CONTENTS
                                  FORM 10-Q
                              JANUARY 31, 1998


                        PART I - FINANCIAL INFORMATION

                                                                           PAGE
                                                                           ----
Item 1. Financial Statements (Unaudited)

        Interim Consolidated Balance Sheets as of July 31, 1997 and
         January 31, 1998                                                    2

        Interim Consolidated Statements of Operations for the three
         and six month periods ended January 31, 1997 and 1998               3

        Interim Consolidated Statements of Cash Flows for the six
         months ended January 31, 1997 and 1998                              4

        Notes to interim consolidated financial statements                   5


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                            9


                                       
                         PART II - OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders                  18

Item 5. Other Information                                                    18

Item 6. Exhibits and Reports on Form 8-K                                     18


Signatures                                                                   19

<PAGE>

                         DOCUCORP INTERNATIONAL, INC.
                      INTERIM CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
<TABLE>
                                                                    
                                                        July 31,     January 31,      Pro Forma
                                                          1997           1998          (Note 6)
                                                      ------------   ------------      --------
<S>                                                   <C>            <C>              <C>
ASSETS
 Current assets:
  Cash and cash equivalents                           $  2,869,458   $  2,394,501    $  2,394,501
  Accounts receivable, net of allowance
    of $525,000 and $700,000, respectively               9,010,784     10,044,321      10,044,321
  Current portion of deferred taxes                        380,925        649,068         649,068
  Income tax refund receivable                             503,888        530,928         530,928
  Other current assets                                     553,977      1,433,269       1,433,269
                                                      ------------   ------------    ------------
     Total current assets                               13,319,032     15,052,087      15,052,087

 Fixed assets, net of accumulated depreciation
   of $1,983,864 and $2,647,706, respectively            3,087,578      2,746,582       2,746,582
 Software, net of accumulated amortization of
   $5,397,344 and $5,500,312, respectively               7,408,113      7,220,282       7,220,282
 Deferred taxes                                          1,029,473        622,290         622,290
 Goodwill, net of accumulated amortization of
   $160,522 and $545,775, respectively                   7,544,535      6,887,282       6,887,282
 Other assets                                              309,434        315,702         315,702
                                                      ------------   ------------    ------------
                                                      $ 32,698,165   $ 32,844,225    $ 32,844,225
                                                      ------------   ------------    ------------
                                                      ------------   ------------    ------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
 Current liabilities:
  Accounts payable                                    $  1,164,012   $    864,802    $    864,802
  Accrued liabilities:
    Accrued compensation                                 1,142,199      2,203,261       2,203,261
    Other                                                1,532,300      1,697,151       1,697,151
  Income taxes payable                                     412,000        290,978         290,978
  Current portion of long-term debt                        191,652        191,652         191,652
  Current portion of obligations under capital leases      454,199        220,134         220,134
  Deferred revenue                                       6,778,212      8,254,766       8,254,766
                                                      ------------   ------------    ------------
     Total current liabilities                          11,674,574     13,722,744      13,722,744

 Obligations under capital leases                           33,993              0               0
 Long-term debt                                          8,759,156      5,191,696       5,191,696
 Other long-term liabilities                               631,748        658,790         658,790

 Redeemable Class B common stock, 7,000,000 shares
   authorized at $.01 par value, 5,623,229,
   5,661,376 and 0 shares issued and outstanding at
   redemption value, respectively                       19,118,978     19,248,678               0
 Stockholders' deficit:
  Common stock, 50,000,000 shares authorized at $.01
    par value, 5,133,353, 5,190,371 and 10,851,747 
    shares issued and outstanding, respectively             51,334         51,904         108,518
  Additional paid-in capital                             4,912,649      4,967,572      24,159,636
  Retained deficit                                     (12,413,092)   (10,925,984)    (10,925,984)
  Notes receivable from stockholders                       (71,175)       (71,175)        (71,175)
                                                      ------------   ------------    ------------
     Total stockholders' deficit                        (7,520,284)    (5,977,683)     13,270,995
                                                      ------------   ------------    ------------
                                                      $ 32,698,165   $ 32,844,225    $ 32,844,225
                                                      ------------   ------------    ------------
                                                      ------------   ------------    ------------
</TABLE>

        SEE ACCOMPANYING NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.

                                       2
<PAGE>
                                       
                         DOCUCORP INTERNATIONAL, INC.
                 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
                                                           Three months ended           Six months ended
                                                              January 31,                  January 31,
                                                       -------------------------     -------------------------
                                                          1997          1998            1997           1998
                                                       ----------    -----------     ----------    -----------
<S>                                                    <C>           <C>             <C>           <C>
REVENUES
 Professional services                                 $  175,786    $ 6,297,131     $  371,655    $12,985,141
 License                                                  817,283      2,244,526      1,860,970      3,820,343
 Maintenance and other recurring                        1,611,012      2,661,819      3,194,991      5,244,265
                                                       ----------    -----------     ----------    -----------
   Total revenues                                       2,604,081     11,203,476      5,427,616     22,049,749
                                                       ----------    -----------     ----------    -----------

EXPENSES
 Professional services                                    161,541      4,940,523        307,827      9,782,217
 Product development and support                        1,171,138      2,114,410      2,166,615      3,992,909
 Selling and marketing                                    344,173      1,479,333        749,413      2,874,433
 General and administrative                               298,680      1,285,438        763,588      2,657,301
                                                       ----------    -----------     ----------    -----------
   Total expenses                                       1,975,532      9,819,704      3,987,443     19,306,860
                                                       ----------    -----------     ----------    -----------
   Operating income                                       628,549      1,383,772      1,440,173      2,742,889
 Other income (expense), net                              110,424       (125,869)       205,740       (281,781)
                                                       ----------    -----------     ----------    -----------
   Income before income taxes                             738,973      1,257,903      1,645,913      2,461,108
 Provision for income taxes                               271,000        490,000        601,000        974,000
                                                       ----------    -----------     ----------    -----------
   Net income                                          $  467,973    $   767,903     $1,044,913    $ 1,487,108
                                                       ----------    -----------     ----------    -----------
                                                       ----------    -----------     ----------    -----------

 Net income per share:
   Basic                                               $     0.07    $      0.15     $     0.16    $      0.29
                                                       ----------    -----------     ----------    -----------
                                                       ----------    -----------     ----------    -----------
   Diluted                                             $     0.05    $      0.10     $     0.13    $      0.20
                                                       ----------    -----------     ----------    -----------
                                                       ----------    -----------     ----------    -----------
 Weighted average shares outstanding
  used in the net income per share calculation:
   Basic                                                6,472,359      5,142,241      6,472,359      5,137,797
                                                       ----------    -----------     ----------    -----------
                                                       ----------    -----------     ----------    -----------
   Diluted                                              8,542,284      7,382,596      8,355,453      7,297,770
                                                       ----------    -----------     ----------    -----------
                                                       ----------    -----------     ----------    -----------
 Unaudited pro forma data (Note 5):
  Pro forma net income per share:
   Basic                                                             $      0.07                  $       0.14
                                                                     -----------                  ------------
                                                                     -----------                  ------------
   Diluted                                                           $      0.06                  $       0.11
                                                                     -----------                  ------------
                                                                     -----------                  ------------
 Pro forma weighted average shares
  outstanding used in the pro forma
  net income per share calculation:
   Basic                                                              10,784,503                    10,772,228
                                                                     -----------                    ----------
                                                                     -----------                    ----------
   Diluted                                                            13,024,857                    12,932,202
                                                                     -----------                    ----------
                                                                     -----------                    ----------
</TABLE>

       SEE ACCOMPANYING NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.

                                       3

<PAGE>

                                       
                         DOCUCORP INTERNATIONAL, INC.
                 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
                                                                     Six months ended
                                                                       January 31,
                                                                 -------------------------
                                                                    1997          1998
                                                                 ----------    -----------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                   $1,044,913    $ 1,487,108
    Adjustments to reconcile net income to
     net cash provided by operating activities:
      Stock option compensation expense                              24,499         10,515
      Depreciation                                                  196,483        732,710
      Amortization of capitalized software                          387,916        904,387
      Amortization of goodwill                                            0        385,253
      Tax benefit from utilization of net operating loss                  0        272,000
      Increase in allowance for doubtful accounts                         0        175,000
      Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                 1,185,387     (1,208,537)
       Increase in income tax refund receivable                           0        (27,040)
       Decrease in deferred tax assets                              100,101        139,040
       (Increase) decrease in other assets                           46,274       (885,560)
       Decrease in accounts payable                                (160,213)      (299,210)
       Increase (decrease) in accrued liabilities                  (274,147)     1,225,913
       Decrease in income taxes payable                            (476,748)      (121,022)
       Increase in deferred revenue                                 565,243      1,476,554
       Increase in deferred tax liabilities                         174,899              0
       Increase in other long-term liabilities                            0         27,042
                                                                 ----------    -----------
         Total adjustments                                        1,769,694      2,807,045
                                                                 ----------    -----------
         Net cash provided by operating activities                2,814,607      4,294,153
                                                                 ----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Sale of short-term investments, net                              2,333,924              0
 Purchase of fixed assets                                          (187,877)      (391,714)
 Development of software                                           (292,141)      (716,556)
                                                                 ----------    -----------
         Net cash provided by (used in) investing activities      1,853,906     (1,108,270)
                                                                 ----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Repayment of debt                                                        0     (3,567,460)
 Principal payments under capital lease obligations                 (45,967)      (268,058)
 Proceeds from exercise of stock options                                  0        174,678
                                                                 ----------    -----------
         Net cash used in financing activities                      (45,967)    (3,660,840)
                                                                 ----------    -----------
Net increase (decrease) in cash and cash equivalents              4,622,546       (474,957)
Cash and cash equivalents at beginning of period                  1,909,016      2,869,458
                                                                 ----------    -----------
Cash and cash equivalents at end of period                       $6,531,562    $ 2,394,501
                                                                 ----------    -----------
                                                                 ----------    -----------
</TABLE>

       SEE ACCOMPANYING NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS.

                                       4

<PAGE>
                                       
                         DOCUCORP INTERNATIONAL, INC.
              NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements include 
the accounts of DocuCorp International, Inc. and its subsidiaries 
(collectively, the "Company").

The financial information presented should be read in conjunction with the 
Company's annual consolidated financial statements for the year ended July 
31, 1997. The foregoing unaudited interim consolidated financial statements 
reflect all adjustments (all of which are of a normal recurring nature) which 
are, in the opinion of management, necessary for a fair presentation of the 
results of the interim periods. The results for interim periods are not 
necessarily indicative of results to be expected for the year.

NOTE 2 - MERGER OF IMAGE SCIENCES AND FORMMAKER

On January 15, 1997, Image Sciences, Inc. ("Image Sciences") entered into an 
Agreement and Plan of Merger (the "Merger") with FormMaker Software, Inc. 
("FormMaker"), pursuant to which the stockholders of Image Sciences and 
FormMaker agreed to exchange their shares for common stock of the Company. 
The Merger was completed on May 15, 1997.  Concurrent with the closing of the 
Merger, Image Sciences distributed approximately $8,000,000 via (i) a tender 
offer to its common stockholders and certain holders of options to purchase 
common stock and (ii) a dividend to its preferred stockholder.

The Merger was treated as an acquisition of FormMaker by Image Sciences; 
accordingly, the Merger transaction was recorded under the purchase method of 
accounting.  For historical accounting purposes, Image Sciences is considered 
to be the acquiror in the Merger and purchase accounting is not required 
related to the conversion of Image Sciences common stock and preferred stock 
into Company common stock.  The financial statements of Image Sciences are 
presented as the historical statements of the Company for periods prior to 
the Merger. The excess of the purchase price over the fair value of the net 
identifiable assets acquired of $7,705,057 has been recorded as goodwill and 
is being amortized on a straight-line basis over ten years.

The following unaudited pro forma information for the three and six month 
periods ended January 31, 1997 presents a summary of consolidated results of 
operations of Image Sciences and FormMaker as if the acquisition had occurred 
at the beginning of fiscal 1997.  Such unaudited pro forma amounts are not 
necessarily indicative of what the actual results might have been had the 
Merger occurred at the beginning of fiscal 1997.  The unaudited pro forma 
amounts exclude non-recurring charges recorded in the year ended July 31, 
1997 for acquired in-process technology, compensation charges, and other 
Merger-related costs of $13,500,000, $7,649,740, and $228,115, respectively.

<TABLE>
                                (UNAUDITED)            (UNAUDITED)
                             THREE MONTHS ENDED      SIX MONTHS ENDED
                              JANUARY 31, 1997       JANUARY 31, 1997
                             ------------------      ----------------
<S>                          <C>                     <C>
Revenues                         $9,739,000             $18,761,000
Net income                       $  386,000             $   700,000
Net income per share:
  Basic                          $      .04             $       .07
  Diluted                        $      .03             $       .05
</TABLE>

                                       5
<PAGE>

                         DOCUCORP INTERNATIONAL, INC.
        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)


NOTE 3 - LONG-TERM DEBT

In connection with the Merger, the Company assumed a $10,000,000 revolving 
credit facility with a bank which was guaranteed by Safeguard Scientifics, 
Inc. ("Safeguard"), FormMaker's largest stockholder.  Effective September 
1997, the revolving credit facility was renegotiated.  The maximum amount 
available under this credit facility is $10,000,000, and repayment of 
$3,500,000 is guaranteed by Safeguard.  Under the credit facility, the 
Company is required to maintain certain financial covenants.  Amounts 
outstanding under this credit facility bear interest at variable rates 
determined by various provisions of the credit facility. These rates 
generally approximate or equal the bank's prime rate or the London Interbank 
Rate ("LIBOR").

NOTE 4 - NET INCOME PER SHARE

The Company has adopted Statement of Financial Accounting Standards No. 128, 
"Earnings per Share" ("SFAS 128"). SFAS 128 simplifies the standards for 
computing earnings per share ("EPS") previously found in Accounting 
Principles Board No. 15, "Earnings per Share" ("APB 15"), and makes them 
comparable to international EPS standards. The provisions and disclosure 
requirements for SFAS 128 were required to be adopted for interim and annual 
periods ending after December 15, 1997, with restatement of EPS for prior 
periods. Accordingly, EPS data for all periods presented has been restated to 
reflect the computation of EPS in accordance with the provisions of SFAS 128.

The following table sets forth the basic and diluted net income per share 
computation for the three and six month periods ended January 31:

<TABLE>
                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                                  JANUARY 31,               JANUARY 31,
                                            -----------------------   -----------------------
                                               1997         1998         1997         1998
                                            ----------   ----------   ----------   ----------
<S>                                         <C>          <C>          <C>          <C>
Net income                                  $  467,973   $  767,903   $1,044,913   $1,487,108
                                            ----------   ----------   ----------   ----------
                                            ----------   ----------   ----------   ----------
BASIC
Weighted average shares outstanding
 used in the basic net income per
 share calculation                           6,472,359    5,142,241    6,472,359    5,137,797
                                            ----------   ----------   ----------   ----------
                                            ----------   ----------   ----------   ----------
Basic net income per share                  $     0.07   $     0.15   $     0.16   $     0.29
                                            ----------   ----------   ----------   ----------
                                            ----------   ----------   ----------   ----------
DILUTED
Weighted average shares outstanding          6,472,359    5,142,241    6,472,359    5,137,797
Additional weighted average shares
 from assumed exercise of diluted
 stock options and warrants, net of
 shares to be repurchased with
 exercise proceeds                           2,069,925    2,240,355    1,883,094    2,159,973
                                            ----------   ----------   ----------   ----------
Weighted average shares outstanding
 used in the diluted net income per
 share calculation                           8,542,284    7,382,596    8,355,453    7,297,770
                                            ----------   ----------   ----------   ----------
                                            ----------   ----------   ----------   ----------
Diluted net income per share                $     0.05   $     0.10   $     0.13   $     0.20
                                            ----------   ----------   ----------   ----------
                                            ----------   ----------   ----------   ----------
</TABLE>

                                       6
<PAGE>

                         DOCUCORP INTERNATIONAL, INC.
        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

NOTE 5 - PRO FORMA NET INCOME PER SHARE

Pro forma basic and diluted net income per share has been computed in 
accordance with SFAS 128 using the weighted average number of common shares 
outstanding assuming that all shares of Class B common stock have been 
converted to shares of Common Stock as of the date of issuance. Class B 
shares automatically convert to Common Stock shares upon consummation of 
the Company's initial public offering (see note 9). In addition, pro forma 
diluted net income per share gives effect to all dilutive potential common 
shares that were outstanding during the period.

The following table sets forth the pro forma basic and diluted net income per 
share computation for the three and six month periods ended January 31:

<TABLE>
                                                            THREE MONTHS     SIX MONTHS 
                                                                ENDED           ENDED
                                                             JANUARY 31,     JANUARY 31,
                                                                1998            1998
                                                             -----------     -----------
<S>                                                          <C>             <C>
Net income                                                   $   767,903     $ 1,487,108
                                                             -----------     -----------
                                                             -----------     -----------
BASIC
Weighted average shares outstanding used in 
  the pro forma basic net income per share calculation        10,784,503      10,772,228
                                                             -----------     -----------
                                                             -----------     -----------
Pro forma basic net income per share                         $      0.07     $      0.14
                                                             -----------     -----------
                                                             -----------     -----------
DILUTED
Weighted average shares outstanding                           10,784,503      10,772,228
Additional weighted average shares from assumed 
  exercise of diluted stock options and warrants, net 
  of shares to be repurchased with exercise proceeds           2,240,354       2,159,974
                                                             -----------     -----------
Pro forma weighted average shares outstanding used in the
  pro forma diluted net income per share calculation          13,024,857      12,932,202
                                                             -----------     -----------
                                                             -----------     -----------
Pro forma diluted net income per share                       $      0.06     $      0.11
                                                             -----------     -----------
                                                             -----------     -----------
</TABLE>

NOTE 6 - PRO FORMA BALANCE SHEET

All outstanding shares of Class B common stock will be converted on a 
one-for-one basis to Common Stock concurrent with the consummation of the 
Company's initial public offering. Accordingly, the pro forma balance sheet 
at January 31, 1998 gives effect to the conversion of the 5,661,376 shares of 
Class B common stock to 5,661,376 shares of Common Stock as if such 
conversion had occurred as of the balance sheet date.

NOTE 7 - MAJOR CUSTOMERS

For the three and six month periods ended January 31, 1998, one customer 
accounted for approximately $1.2 million and $2.7 million, respectively, of 
the Company's total revenues.

                                       7
<PAGE>

                         DOCUCORP INTERNATIONAL, INC.
        NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)


NOTE 8 - STOCK SPLIT

In December 1997, the Company approved the declaration of a six-for-five 
stock split of the outstanding Common Stock and Class B common stock effected 
in the form of a dividend to stockholders of record as of December 9, 1997. 
Concurrently, the number of shares of Common Stock the Company is authorized 
to issue was increased from 20 million to 50 million shares. The financial 
statements have been adjusted retroactively for the six-for-five split.

NOTE 9 - SUBSEQUENT EVENTS

In February 1998, the Company entered into definitive agreements to acquire 
all of the capital stock of EZPower Systems, Inc. ("EZPower") and Maitland 
Software, Inc. ("Maitland"). EZPower develops, markets and supports document 
management software products. The Company will issue 650,000 shares of Common 
Stock, repay $2.5 million of EZPower's indebtedness and pay certain 
contingent cash consideration based on future performance. For the year ended 
December 31, 1997, EZPower had revenues of approximately $500,000 and a net 
loss of $2.0 million. Maitland has developed and recently commenced marketing 
the TRANSIT software product. This product is a data acquisition and 
transmittal program which allows users the ability to more easily interface 
with document printing and publishing software. The Company will issue 
170,000 shares of Common Stock as consideration for the acquisition of 
Maitland, subject to certain repurchase options by the Company. As a 
development stage company, the historical results of Maitland and its 
tangible net assets are not significant. Both acquisitions are scheduled to 
close in March 1998 and will be accounted for under the purchase method of 
accounting.

The Company has initiated an initial public offering ("IPO") in the form of a 
rights offering to Safeguard stockholders.  The Company's Registration 
Statement on Form S-1 (File No. 333-44427) with respect to the IPO was 
declared effective on February 24, 1998.  The Company's when-issued Common 
Stock, and rights to purchase Common Stock, began trading on the NASDAQ 
National Market under the symbols DOCCV and DOCCR, respectively, on February 
25, 1998.  The Company is offering to sell 4,000,000 shares of Common Stock 
at a per share price of $5.00.  Net proceeds to the Company, after deduction 
of the underwriting discount and estimated IPO expenses, will be 
approximately $17.6 million.  Selling stockholders are also selling 2,820,000 
shares at a per share price of $5.00.  The Company will not receive any 
proceeds from the sale of shares by the selling stockholders. The offering is 
expected to close and funding to the Company is expected to occur in early 
April 1998.

                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CERTAIN INFORMATION CONTAINED HEREIN MAY INCLUDE "FORWARD-LOOKING STATEMENTS" 
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, 
AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL 
STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS FORM 
10-Q, ARE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO CERTAIN 
RISKS AND UNCERTAINTIES, WHICH INCLUDE BUT ARE NOT LIMITED TO THE RISK OF 
COMPETITIVE PRESSURES, FAILURE TO ADEQUATELY RESPOND TO TECHNOLOGICAL 
DEVELOPMENTS, LOSS OF SIGNIFICANT CUSTOMERS OR DISTRIBUTORS, AND THE OTHER 
RISK FACTORS AND CAUTIONARY STATEMENTS LISTED FROM TIME TO TIME IN THE 
COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, 
INCLUDING BUT NOT LIMITED TO, THE COMPANY'S REGISTRATION STATEMENT ON FORM 
S-1 (REGISTRATION NO. 333-44427). ALL FORWARD-LOOKING STATEMENTS INCLUDED IN 
THIS FORM 10-Q AND ALL SUBSEQUENT ORAL FORWARD-LOOKING STATEMENTS 
ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY 
QUALIFIED IN THEIR ENTIRETY BY THESE CAUTIONARY STATEMENTS.

OVERVIEW

The Company develops, markets and supports a portfolio of open-architecture, 
enterprise-wide document automation software products that enable its 
customers to produce complex, high volume, customized documents. In addition, 
the Company provides document automation consulting and systems integration 
services through a 145-person service organization. The Company also provides 
document processing and printing services which utilize the Company's 
software to provide solutions for handling high volume, complex print, finish 
and mailing for customers who outsource this activity.

The Company was formed in connection with the Merger. The Merger was treated 
as an acquisition of FormMaker by Image Sciences, and accordingly the Merger 
transaction was recorded under the purchase method of accounting. The 
accompanying interim consolidated financial statements include the accounts 
of the Company and its subsidiaries. Consolidated results of FormMaker and 
its subsidiary are included from the effective date of the Merger, May 15, 
1997. Due to the lack of comparability of the results of operations for 
periods prior to and subsequent to the Merger, supplemental analysis of 
unaudited pro forma combined statement of operations information of the 
Company has been included in the accompanying analysis.

The Company derives its revenues from license fees, recurring maintenance 
fees, and professional services fees related to its software products. 
License revenues are generally derived from perpetual and term licenses of 
software products. Maintenance and other recurring revenues consist primarily 
of recurring license fees and annual maintenance contracts. Professional 
services revenues include fees for consulting, implementation, print 
outsourcing, contract programming, and education services.

                                       9
<PAGE>

HISTORICAL OPERATING RESULTS OF THE COMPANY

The following table sets forth selected data of the Company expressed as a 
percentage of total revenues for the periods indicated:

<TABLE>
                                           (unaudited)           (unaudited)
                                       Three months ended     Six months ended
                                           January 31,           January 31,
                                       -------------------   ------------------
                                         1997       1998       1997      1998
                                       --------   --------   --------  --------
<S>                                    <C>        <C>        <C>       <C>
REVENUES
 Professional services                     7%        56%         7%       59%
 License                                  31         20         34        17
 Maintenance and other recurring          62         24         59        24
                                        ----       ----       ----      ----
   Total revenues                        100        100        100       100
                                        ----       ----       ----      ----

EXPENSES
 Professional services                     6         44          6        45
 Product development and support          45         19         40        18
 Selling and marketing                    13         13         14        13
 General and administrative               12         12         14        12
                                        ----       ----       ----      ----
   Total expenses                         76         88         74        88
                                        ----       ----       ----      ----
   Operating income                       24         12         26        12
 Other income (expense), net               4         (1)         4        (1)
                                        ----       ----       ----      ----
   Income before income taxes             28         11         30        11
 Provision for income taxes               10          4         11         4
                                        ----       ----       ----      ----
   Net income                             18%         7%        19%        7%
                                        ----       ----       ----      ----
                                        ----       ----       ----      ----
</TABLE>

THREE AND SIX MONTHS ENDED JANUARY 31, 1997 COMPARED TO THREE AND SIX MONTHS 
ENDED JANUARY 31, 1998

REVENUES

The inclusion of FormMaker's results for the three and six months ended 
January 31, 1998 was primarily responsible for the 330% and 306% increase in 
total revenues, respectively.  Professional services revenues increased 
significantly due to the inclusion of FormMaker services in the three and six 
months ended January 31, 1998.  License revenues increased 175% and 105% due 
to the inclusion of FormMaker's license revenues. For the three and six 
months ended January 31, 1998, maintenance and other recurring revenues 
increased 65% and 64%, respectively, as a result of an increased customer 
base for DocuFlex and inclusion of the customer base of the Document 
Automation Platform ("DAP") product line.

Backlog for the Company's products and services of approximately $28.9 
million as of January 31, 1998, of which approximately $20.7 million is 
scheduled to be satisfied within one year, is primarily comprised of 
recurring software license and maintenance revenues for ongoing maintenance 
and support, software implementation and consulting services, and print 
outsourcing services. Software agreements for recurring license fees 
generally have non-cancelable terms of up to five years. Annual maintenance 
contracts may generally be terminated upon 30 days' notice; however, the 
Company has not historically experienced material cancellations of such 
contracts. Software implementation and consulting services backlog is 
principally performed under time and material agreements of which some have 
cancellation provisions. Print outsourcing services agreements generally 
provide that fees are charged on a per transaction basis. 

                                      10
<PAGE>

The estimated future revenue with respect to software implementation and 
print outsourcing services are based on management's estimate of revenues 
over the remaining life of the respective contracts.

A subsidiary of the Company distributes the line of DAP software products, 
which was acquired by the Company in connection with the Merger, to the 
insurance industry in North America through Policy Management Systems 
Corporation ("PMSC"). A substantial portion of the subsidiary's revenues are 
generated from a marketing agreement with PMSC under which the subsidiary has 
granted PMSC the exclusive third-party right to market the DAP software in 
the property/casualty and life insurance industries. Pro forma revenues from 
PMSC under this agreement for the year ended July 31, 1997, and revenues for 
the three and six months ended January 31, 1998 were approximately $10.3 
million, $1.4 million, and $3.2 million, respectively. PMSC can terminate the 
marketing agreement by providing 90 days' prior written notice. Unless 
terminated at an earlier date, the Company intends to allow the marketing 
agreement to expire on December 31, 1999. Upon expiration or termination of 
the marketing agreement, the Company will receive no revenues from new 
licenses sold through PMSC, and maintenance revenues from PMSC-sourced 
licensees will be eliminated over a two-year period.

In addition, PMSC has provided notice of termination of a print outsourcing 
agreement, effective June 1998. Revenues from PMSC on a pro forma basis under 
this agreement for the year ended July 31, 1997, and revenues for the three 
and six months ended January 31, 1998 were approximately $5.3 million, $1.3 
million, and $3.0 million, respectively. Although print outsourcing revenues 
will experience a short-term decline, the Company does not anticipate any 
meaningful reduction in operating income as a result of such termination.

The Company is unable to predict the impact, if any, on the Company's 
revenues as a result of its customers being distracted from their document 
automation needs as their attention is re-directed, or customer resources are 
diverted, to becoming Year 2000 compliant.

PROFESSIONAL SERVICES EXPENSE

Professional services expense is composed primarily of personnel expenses 
related to both consulting and print outsourcing services. The majority of 
the $4.8 and $9.5 million increase for the three and six months ended January 
31, 1998, respectively, from the comparable prior year period, is due to the 
inclusion of FormMaker personnel and related expenses. For the three and six 
months ended January 31, 1998, postage and supplies expense of approximately 
$1.2 million and $2.5 million, respectively, for print outsourcing services 
also contributed to the increase. For the three months ended January 31, 1997 
and 1998, professional services expense represented 92% and 78% of 
professional services revenues, respectively, and 83% and 75% of professional 
services revenues for the six months ended January 31, 1997 and 1998, 
respectively. The decrease in cost as a percentage of professional services 
revenues is primarily due to economies of scale of the expanded services 
operations, higher profit margins earned under a short-term print outsourcing 
agreement, and improved margins due to a smaller percentage of services 
business being generated through third-party distributors. The Company 
expects professional services expense to increase, in order to meet 
additional resource requirements as professional services revenues increase.

PRODUCT DEVELOPMENT AND SUPPORT EXPENSE

Product development and support expense consists primarily of research and 
development efforts, amortization of capitalized software costs, customer 
support, and other product support costs. For the three and six months ended 
January 31, 1998, product development and support expense increased 81% and 
84%, respectively, from the comparable prior year period, largely due to 
development efforts related to operations acquired in the Merger. The Company 
intends to accelerate development efforts, including the 

                                      11
<PAGE>

integration of existing products with the Internet to provide an 
enterprise-wide Internet solution, further development of systems for use in 
industries such as utility and financial services, and development of new 
software products utilizing object-oriented technology, and with respect to 
support of its existing product lines. Accordingly, expenditures in this area 
are expected to increase.

Current versions of the Company's products are designed to be "Year 2000" 
compliant. The Company is in the process of determining the extent to which 
the customized implementations of its software products are Year 2000 
compliant, as well as the impact of any non-compliance on the Company and its 
customers. The Company does not currently believe that the effects of any 
Year 2000 non-compliance in the Company's installed base of software will 
result in any material adverse impact on the Company's business or financial 
condition. No assurance can be given that the Company will not be exposed to 
potential claims resulting from system problems associated with the century 
change.

SELLING AND MARKETING EXPENSE

Selling and marketing expense increased 330% and 284% for the three and six 
months ended January 31, 1998, respectively, from the comparable prior year 
period. The increase in selling and marketing expense is primarily the result 
of inclusion of operations acquired in the Merger and increased commissions. 
Sales commissions increased due to additional revenues and a new fiscal 1998 
sales compensation plan that has been expanded to provide compensation on all 
revenue types.

GENERAL AND ADMINISTRATIVE EXPENSE

For the three and six months ended January 31, 1998, general and 
administrative expense increased 330% and 248%, respectively, from the 
comparable prior year period. The increased expense for the fiscal 1998 
period resulted from inclusion of operations acquired in the Merger and 
goodwill amortization as a result of the Merger.

OTHER INCOME (EXPENSE), NET

Other income (expense), net decreased 214% and 237%, respectively, for the 
three and six months ended January 31, 1998, from the comparable prior year 
period, due to a decrease in interest income and a significant increase in 
interest expense. Interest income decreased as a result of an $8.0 million 
cash distribution to stockholders and certain option holders in connection 
with the Merger. Interest expense increased significantly due to the 
assumption of debt and capitalized leases in connection with the Merger.

PROVISION FOR INCOME TAXES

Effective tax rates for the three months ended January 31, 1997 and 1998 were 
approximately 37% and 39%, respectively, and 37% and 40%, for the six months 
ended January 31, 1997 and 1998, respectively. The increase was due to the 
non-deductibility of goodwill amortization related to the Merger. The Company 
used a portion of its net operating loss carryforwards and outstanding tax 
credits to offset its current tax liability for the three and six months 
ended January 31, 1997 and 1998.

NET INCOME

Net income increased 64% and 42%, respectively, for the three and six months 
ended January 31, 1998 from the comparable prior year period. The increase in 
net income for these periods was primarily the result of significant increase 
in revenues.

                                      12
<PAGE>

UNAUDITED INTERIM PRO FORMA COMBINED OPERATING RESULTS OF THE COMPANY

The following is a supplemental comparison of the unaudited interim pro forma 
combined operating results of the Company assuming the acquisition of 
FormMaker occurred on August 1, 1996. The supplemental information presented 
below, expressed in dollars and as a percentage of total revenues for the 
periods indicated, has been derived from the interim consolidated financial 
statements of the Company and the interim consolidated financial statements 
of FormMaker. For periods prior to May 15, 1997, the Company, Image Sciences, 
and FormMaker were not under common control or management and, as a result, 
the selected unaudited interim pro forma combined financial information is 
not necessarily indicative of or comparable to the operating results that 
would have occurred had the Merger occurred as of or at the beginning of the 
period presented or that will occur in the future.

<TABLE>
                                            Three months ended          Six months ended
                                                January 31,                January 31,
                                          ---------------------      ---------------------
                                            1997         1998          1997         1998
                                          Pro Forma     Actual       Pro Forma     Actual
                                          ---------    --------      ---------    --------
                                                           (IN THOUSANDS)
<S>                                       <C>           <C>          <C>          <C>
REVENUES
 Professional services                     $4,935       $ 6,297       $ 9,457      $12,985
 License                                    2,541         2,245         4,868        3,821
 Maintenance and other recurring            2,263         2,662         4,436        5,244
                                           ------       -------       -------      -------
   Total revenues                           9,739        11,204        18,761       22,050
                                           ------       -------       -------      -------

EXPENSES
 Professional services                      4,448         4,941         7,928        9,782
 Product development and support            1,605         2,114         3,231        3,993
 Selling, general and administrative        2,909         2,765         6,000        5,532
                                           ------       -------       -------      -------
   Total expenses                           8,962         9,820        17,159       19,307
                                           ------       -------       -------      -------
   Operating income                           777         1,384         1,602        2,743
 Other expense, net                          (169)         (126)         (301)        (282)
                                           ------       -------       -------      -------
   Income before income taxes                 608         1,258         1,301        2,461
 Provision for income taxes                   222           490           601          974
                                           ------       -------       -------      -------
   Net income                              $  386       $   768       $   700      $ 1,487
                                           ------       -------       -------      -------
                                           ------       -------       -------      -------
</TABLE>

                                      13
<PAGE>

<TABLE>
                                          Three months ended      Six months ended
                                              January 31,            January 31,
                                          ------------------     ------------------
                                             1997      1998         1997      1998
                                          Pro Forma   Actual     Pro Forma   Actual
                                          ---------   ------     ---------   ------
                                               (AS A PERCENT OF TOTAL REVENUES)
<S>                                       <C>         <C>        <C>         <C>
REVENUES
  Professional services                       51%       56%          50%       59%
  License                                     26        20           26        17
  Maintenance and other recurring             23        24           24        24
                                             ---       ---          ---       ---
    Total revenues                           100       100          100       100
                                             ---       ---          ---       ---
EXPENSES
  Professional services                       46        44           42        45
  Product development and support             16        19           17        18
  Selling, general and administrative         30        25           32        25
                                             ---       ---          ---       ---
    Total expenses                            92        88           91        88
                                             ---       ---          ---       ---
    Operating income                           8        12            9        12
  Other expense, net                          (2)       (1)          (2)       (1)
                                             ---       ---          ---       ---
    Income before income taxes                 6        11            7        11
                                             ---       ---          ---       ---
  Provision for income taxes                   2         4            3         4
                                             ---       ---          ---       ---
    Net income                                 4%        7%           4%        7%
                                             ---       ---          ---       ---
                                             ---       ---          ---       ---
</TABLE>

THREE AND SIX MONTHS ENDED JANUARY 31, 1997 (ON A PRO FORMA BASIS) COMPARED TO
THREE AND SIX  MONTHS ENDED JANUARY 31, 1998

REVENUES

Total revenues for the three and six months ended January 31, 1998 increased
15% and 18%, respectively, compared to pro forma total revenues for the three
and six months ended January 31, 1997. Professional services revenues 
increased primarily due to several print outsourcing contracts and 
penetration into the utility industry during fiscal 1998. License revenues 
decreased 12% and 22%, respectively, in the three and six months ended 
January 31, 1998 due to a decrease in license revenues generated through 
PMSC, which was partially offset by an increase in license revenues from the 
utility industry. Maintenance and other recurring revenues increased 18% in 
both these periods due to an increase in the Company's installed base of 
customers.

PROFESSIONAL SERVICES EXPENSE

Professional services expense increased 11% and 23% for the three and six
months ended January 31, 1998, respectively, compared to pro forma expense for
the prior year periods. The majority of the increase is due to additional
costs, mainly personnel, travel, and direct costs related to the print
outsourcing business, associated with the increase in professional services
revenues. Professional services expense, on a pro forma basis, represented 90%
and 84% of the pro forma professional services revenues for the three and six
months ended January 31, 1997, respectively, and 78% and 75% for the three and
six months ended January 31, 1998, respectively. The decrease in cost as a
percentage of pro forma professional services revenues was primarily due to
economies of scale of the expanded operations, the generation of a smaller
percentage of business through third-party distributors, and higher profit
margins earned under a short-term print outsourcing contract.

                                     14
<PAGE>

PRODUCT DEVELOPMENT AND SUPPORT EXPENSE

For the three and six months ended January 31, 1998, product development and
support expense increased 32% and 24%, respectively, from the pro forma expense
of the prior year periods. As a percent of pro forma revenues, product
development and support expense increased from 16% to 19% for the three months
ended January 31, 1998, and increased from 17% to 18% for the six months ended
January 31, 1998, as the combined companies continued to commit significant
resources to development efforts, including the integration of existing
products with the Internet to provide an enterprise-wide Internet solution,
further development of systems for use in industries such as utility and
financial services, and development of new software products utilizing object-
oriented technology, and to support their existing product lines.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

For the three and six months ended January 31, 1998, selling, general and
administrative expense decreased 5% and 8%, respectively, compared to pro forma
expense of the prior year periods. As a percentage of pro forma revenues, these
expenses decreased from 30% to 25% for the three months ended January 31, 1997
and 1998, respectively, and from 32% to 25% for the six months ended January
31, 1997 and 1998, respectively. The majority of the decrease is due to the
elimination of certain financial and executive level personnel as a result of
the Merger and decreased commissions due to third parties because a smaller
percentage of revenues were generated through third party distributors.

PROVISION FOR INCOME TAXES

The pro forma effective tax rates for the three and six months ended January
31, 1997, were 37% and 46%, respectively, and 39% and 40% for the three and six
months ended January 31, 1998, respectively. These rates differ from the
federal statutory rate because a portion of goodwill amortization is not
deductible for federal income tax purposes.

NET INCOME

For the three and six months ended January 31, 1998, net income increased 99%
and 112%, respectively, compared to prior year pro forma net income due to the
increase in revenue, partially offset with an increase in expense.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 1998, the Company's principal sources of liquidity consisted of
cash and cash equivalents of $2.4 million. The Company has initiated an IPO 
in the form of a rights offering to Safeguard stockholders. Net proceeds to 
the Company from this offering, after deduction of the underwriting discount 
and estimated IPO expenses, will be approximately $17.6 million. $8.0 million 
was available under the Company's $10.0 million revolving credit facility at 
January 31, 1998.

Cash and cash equivalents for the six months ended January 31, 1998 decreased
$475,000 due primarily to repayment of debt and continued development and
enhancement efforts of the Company's product offerings.  Cash flows from
operating activities were $4.3 million as the result of profitable operations
and various other cash and non-cash operating activities. Cash flows from
investing activities used $1.1 million in cash for development of software and
purchase of fixed assets.  Cash flows from financing activities used $3.7
million in cash principally for repayment of debt.

                                     15
<PAGE>

Working capital was $1.3 million at January 31, 1998, compared with $1.6
million at July 31, 1997. The decrease in working capital is primarily due to
repayments made on the Company's long-term revolving credit facility.

In connection with the Merger, the Company assumed a $10.0 million revolving
credit facility from FormMaker.  At January 31, 1998, borrowings under this
credit facility totaled $2.0 million bearing interest at a rate of 8.5%.

The credit facility was renegotiated in September 1997. Under the new
agreement, $3.5 million bears interest at the bank's prime rate less 0.25%, or
8.25% as of January 31, 1998. The remaining $6.5 million bears interest at the
bank's prime rate of 8.50% as of January 31, 1998 and is collateralized by
substantially all of the Company's assets. Approximately $6.5 million of the
credit facility may be converted in September 1998 into a term loan provided
that the Company has given the bank thirty days' written notice and is not in
default. The principal balance of the term loan is payable in twenty-four
monthly installments. The $3.5 million portion of the credit facility is due
and payable in March 1999. Borrowings under the credit facility are utilized
primarily for working capital.

In addition, stockholders loaned the Company $3.0 million in the form of
subordinated notes concurrent with the Merger.  The notes bear interest at
prime plus 1.0%, or 9.5% as of January 31, 1998, and are due in full at the
earlier of the closing of a public offering yielding net proceeds to the
Company in excess of $13.0 million and May 15, 2000.  The notes are unsecured
obligations of the Company and are subordinated to all senior debt.

In connection with the Merger, the Company assumed two notes payable to
Safeguard, in the original amounts of $350,000 and $275,000. Monthly principal
payments aggregating approximately $16,000 plus accrued interest are due for
thirty-six months commencing February 1, 1997. These notes bear interest at
prime plus 1.0%, or 9.5% as of January 31, 1998.

The Company's liquidity needs will arise primarily from funding the continued
development, enhancement, and support of its software offerings, and the
selling and marketing costs associated principally with continued entry into
new vertical and international markets. The Company's business is not capital
intensive and capital expenditures in any given year are ordinarily not
significant.

The Company currently anticipates that amounts available under its existing 
credit facility, cash generated from operations and existing cash balances 
together with proceeds received by the Company from its current offering will 
be sufficient to satisfy its operating cash needs for at least twelve months.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

During 1997, the FASB issued pronouncements relating to the presentation and
disclosure of information related to the Company's capital structure,
comprehensive income and segment data. The Company is required to adopt the
provisions relating to capital structure for the year ending July 31, 1998, if
applicable, and the provisions of the other pronouncements, if applicable, for
the year ending July 31, 1999. The adoption of these pronouncements will not
have an impact on the Company's financial position and results of operations
but may change the presentation of certain of the Company's financial
statements and related notes and data thereto.

In October 1997, the Accounting Standards Executive Committee issued Statement
of Position No. 97-2, "Software Revenue Recognition" ("SOP 97-2") that 
supersedes Statement of Position No. 91-1, "Software Revenue Recognition." 
SOP 97-2 is effective for transactions entered into in fiscal years beginning 
after

                                     16
<PAGE>

December 15, 1997. The Company believes the adoption of this statement will not
have a material effect on the Company's financial position or results of
operations.






                                     17
<PAGE>

                          PART II - OTHER INFORMATION

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

By written consent of the holders of a majority of the shares of the Company's
common stock, on January 15 and 16, 1998, the Company amended its certificate
of incorporation to (i) change the Company's name from DocuCorp, Inc. to
DocuCorp International, Inc., (ii) change the name of the "Class A Common
Stock" to "Common Stock", (iii) increase the authorized Common Stock to 50
million shares and (iv) eliminate the right of stockholders in the future to
take action by written consent.

ITEM 5. OTHER INFORMATION

On March 4, 1998, Policy Management Systems Corp. ("PMSC") brought a lawsuit in
the United States District Court, District of South Carolina, against the 
Company and its FormMaker subsidiary. The lawsuit alleges that FormMaker has 
breached the marketing agreement pursuant to which PMSC distributes 
FormMaker's software product to the insurance industry. The lawsuit further 
alleges that the Company has engaged in unfair trade practices, tortious 
interference with PMSC's contractual relations, breach of contract and other 
forms of alleged misconduct relating to PMSC's contract with FormMaker. PMSC 
seeks unspecified damages, including punitive damages and to enjoin certain 
marketing of the DAP product by the Company and FormMaker. The Company 
believes the claims are without merit, intends to vigorously contest such 
claims, and believes that the resolution of such claims shall not have a 
material adverse affect on its financial condition or results of operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

         11. Computation of Earnings Per Share.

         27. Financial Data Schedule (for EDGAR filing purposes only).

     (b) Reports on Form 8-K.

         No reports on Form 8-K have been filed by the Registrant during the
          three months ended January 31, 1998.




                                     18
<PAGE>

                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


   DocuCorp International, Inc.
-----------------------------------
         (Registrant)


/s/  Todd Rognes                                  Date: March 11, 1998
-----------------------------------                    ----------------------
Senior Vice President, Finance
(Duly Authorized Officer and
Principal Financial Officer)


                                     19