<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                                  FORM 10-K/A

                               (Amendment No. 1)

    


  [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 [No fee required, effective October 7, 1996]

                    For the fiscal year ended March 31, 1998

  [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE     
           SECURITIES EXCHANGE ACT OF 1934 [No fee required]
               For transition period from __________ to __________

                         Commission File Number: 0-16753

                 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)



                Delaware                                 58-1722085
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)



130 Cedar Street, Fourth Floor, New York, NY             10006
 (Address of Principal Executive Offices)              (Zip Code)



                                 (212) 306-6100
              (Registrant's Telephone Number, Including Area Code)



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



         Securities registered under Section 12(g) of the Exchange Act:
                                 Title of Class

                      Class A Common Stock, $.04 par value
                           Redeemable Class A Warrants
                           Redeemable Class B Warrants


         Indicate by checkmark whether the registrant: (1) has filed all reports
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 checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X]

         The aggregate market value of the voting common equity by
non-affiliates computed by reference to the average of the bid and asked prices
of the Registrant's Class A Common Stock on the NASDAQ National Market on June
25, 1998, was approximately $5,066,115.

         At June 25, 1998, the Registrant had outstanding 5,789,846 shares of
Class A Common Stock.

         Part III incorporates information by reference to the registrant's
definitive proxy statement for its 1998 Annual Meeting of stockholders to be
filed with the Commission within 120 days following March 31, 1998.


<PAGE>


                                                                          IMTECH
================================================================================



                                      INDEX


<TABLE>
<CAPTION>

                                                                                                             PAGE
   

<S>            <C>           <C>                                                                             <C>
PART  I

               ITEM  1       BUSINESS                                                                              1



               ITEM  2       PROPERTIES                                                                            6

    

               ITEM  3       LEGAL PROCEEDINGS                                                                     6

               ITEM  4       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   6


PART  II

   

               ITEM  5       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             8

               ITEM  6       SELECTED FINANCIAL DATA                                                               9

               ITEM  7       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF            10
                             OPERATIONS

               ITEM  8       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          18

               ITEM  9       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL            18
                             DISCLOSURES


PART  III

               ITEM  10      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                   19

               ITEM  11      EXECUTIVE COMPENSATION                                                               19

               ITEM  12      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                       19

               ITEM 13       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                       19


PART  IV

               ITEM 14       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                      20

                             SIGNATURES                                                                           21

                             TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND SCHEDULES                              22

    


</TABLE>


<PAGE>


                                                                          IMTECH
================================================================================


                                     PART I


ITEM  1. BUSINESS


INTRODUCTION
------------

         Information Management Technologies Corporation ("IMTECH" or the
"Company") provides graphic communications to financial institutions such as
banks and brokerage firms, as well as to medium and large service organizations
within such industries as accounting, law and finance. The Company's core
business is the production and subsequent distribution of time sensitive printed
financial research, financial reports and marketing materials. In addition, the
Company provides facility management services which include mail room and copy
center management.

         The Company's graphic communications services include digital
communications, two and four color digital printing, intelligent inserting, high
volume duplication, graphic design, electronic publishing, document fulfillment,
micrographics, data processing, as well as bindery and distribution services.
The Company's printing and distribution services are generally performed at its
Regional Service Center ("RSC") located in downtown New York City. The
facilities management services include independent management of client systems
for providing document duplication, distribution and mail room management.

         The Company currently holds an 8% ownership interest in INSCI Corp.
("INSCI"), its former majority-owned subsidiary (a NASDAQ small cap company).


SERVICES
--------

                         GRAPHIC COMMUNICATIONS SERVICES

         The Company provides printing, distribution and support services from
its RSC in New York City primarily to financial, legal, institutional and
commercial clients. In addition, the Company provides corporate service bureau
services that have historically been outsourced or produced "in-house". The
following specifies the types of printing, distribution and support services
traditionally outsourced to IMTECH's RSC for clients in the New York City
metropolitan area:

Graphic Design and Electronic Publishing Services - IMTECH's Electronic
Publishing ("EPU") department has the ability to create and enhance electronic
documents on demand through the use of state-of-the-art desktop publishing
software in both MAC and PC versions. The EPU department is networked and has
multiple electronic data processing capabilities. IMTECH provides a variety of
services related to EPU such as file intervention, file data conversion and
manipulation, developing corporate identities, graphic design and lay out,
typesetting and image storaging. The EPU department also has the ability to scan
images and output printed proofs. The EPU department serves as the control
center for the digital printing and the electronic file transfer to film
processes. As a result of the EPU department's technological capabilities,
IMTECH is equipped to produce or receive electronic data files to accommodate
almost every need.

Digital Printing Services - In March 1997, the Company purchased a networked
Heidelberg Quickmaster DI 46 ("Heidelberg") digital printing press to meet the
growing demand for short run, high quality four color process and spot color
digital printing. The Heidelberg has the ability to print directly from
electronic data files, recognize various data formats and adjust color on the
press electronically. The Heidelberg also has image storage and data processing
image adjustment capabilities.


                                       1
<PAGE>




                                                                          IMTECH
================================================================================


ITEM  1. BUSINESS (Continued)


                   GRAPHIC COMMUNICATIONS SERVICES (Continued)

The Heidelberg press is perfectly suited for printing mailers, covers, marketing
brochures, inserts, seasonal reports, catalogues and a variety of other products
at a lower cost with superior quality and quicker turn around time than
traditional offset printing. The Heidelberg is the most technologically advanced
sheetfed press available in the printing industry today. The press is ideal for
meeting the increase in demand for the use of more color in financial research
reports and gives clients increased options of communicating their messages to
their clients.


Offset Printing Services - The Company operates a traditional offset printing
facility that comprises both web and sheetfed presses in a variety of format
sizes. The printing facility includes a technologically advanced pre- press
department which allows the Company to receive electronic data files in various
formats and output the electronic data files to film. The pre-press department
is networked and has multiple electronic data platform capabilities. The
versatility of the Company's offset printing presses and technological
advancement of its pre-press department gives IMTECH the ability to service its
clients' traditional offset printing and on demand needs efficiently.


Duplication Services - The Duplication department employs the use of three
networked hi-speed Xerographic Docutech document duplicators ("Docutechs"),
which have the ability to receive and duplicate electronic data files. The speed
at which the Docutechs produce duplicated documents allows the Company to
service its clients' print-on-demand needs for time sensitive documents in a
timely and efficient manner. The Duplication department also employs the use of
state-of-the-art "Docucolor" digital color copying equipment.


Financial Research Report Production Services - The Company utilizes a variety
of methods for producing high quality, time sensitive financial research printed
material published by medium to large financial institutions and brokerage
firms. Those methods are dedicated to producing and distributing the time
sensitive research reports and other financial reports in a timely fashion with
superior quality. IMTECH is able to do so primarily through maintaining a
strategic alliance with two New York based service providers, Blitz Systems,
Inc. and Research Distribution Services, Inc. (See "Marketing and Sales"). As a
result, IMTECH offers its clients a "one-stop-shop" solution to their printing
needs.


Outsourcing Services - The Company provides document production and distribution
services traditionally performed in-house to organizations that do not have the
resources to do so within. These services allow IMTECH's clients to concentrate
on operating their business while enjoying significant cost savings and high
quality service.


Bindery and Finishing Services - The Company provides several types of document
binding and finishing services such as saddle stitching, folding, perfect
binding, velo binding, tape binding, plastikoiling, GBC binding and padding.


Fulfillment and Distribution Services - The Company provides fulfillment and
distribution services which includes intelligent and selective inserting of
multi-page documents into envelopes, traditional inserting, ink-jet labeling,
mail merging, packaging, branch distributing and shipping.


                                       2
<PAGE>



                                                                          IMTECH
================================================================================



ITEM  1. BUSINESS (Continued)


                         FACILITIES MANAGEMENT SERVICES

         The Company's facility management division, which provides its services
on-site at a customer's facility or at IMTECH's RSC, serves as an outsourcing
option to many organizations who do not have the resources to maintain and
operate mail rooms or copy centers from within. More specifically, the
facilities services can include:

Mail Room Operations - includes sorting and delivery of both incoming and
outgoing mail, administration and tracking of overnight and same day deliveries,
etc.

Airline Ticket Distribution - includes processing, packaging and standard
delivery of airline tickets, as well as distribution of tickets to and from host
companies and their clients.

Copy Center, Warehousing and Reception Services

         Under a typical facilities management contract, IMTECH assumes complete
management and operating responsibility for a customer's in-house duplication,
distribution and/or other administrative functions located or performed on the
client's premises. The fees established for the facilities management services
are generally agreed upon in advance and set forth in a facility management
contract.

         The Company generally provides the personnel, equipment and systems
required to perform the agreed-upon services on-site at the customer's
facilities. In many instances, upon commencement of a facility management
contract, IMTECH will assume from its customer, responsibility for the
employment of the existing personnel. In addition, the Company provides all of
the necessary equipment and bears the related expenditures. In many cases, the
Company assumes ownership of the customer's existing equipment, and when
economically feasible, IMTECH will assume the customer's existing lease
obligations. Backup resources are maintained at IMTECH's RSC to handle unusual
work loads, or for disaster recovery purposes occurring at the facility
management sites within the region.

         During the year ended March 31, 1998, IMTECH realized revenues of
approximately $744,000 generated from four facility management contracts. During
April and May of 1998, the Company executed two new facilities contracts which
will generate an estimated $300,000 in annual revenues for the fiscal year ended
March 31, 1999.


MANAGEMENT INFORMATION SYSTEMS
------------------------------

         The Company's production facilities, client service department and
corporate administration department have the ability to share work flow
information through the use of customized proprietary networked software. The
software includes a Work Order Tracking System ("WOTS") and various other
management information systems modules. WOTS is a production work flow
information database which records and maintains historical information about
the Company's print jobs. While logged into the WOTS (via the Company's hosted
internet web-site), users and clients can track the production status of a
particular print job. In addition, WOTS provides the Company with the ability to
ear mark specialized project requirements on a job-by-job basis. One of the more
valuable reporting features of the WOTS is the ability to track raw material
inventory usage and machine man hours by print job. Reports can be generated to
inform management about production capacity and machine utilization issues.


                                       3
<PAGE>


                                                                          IMTECH
================================================================================


ITEM  1. BUSINESS (Continued)


MANAGEMENT INFORMATION SYSTEMS (Continued)
------------------------------------------

         The WOTS can be accessed by users by logging into the Company's
web-site, located at http:\www.imtech@imtka.com. Besides the WOTS, the IMTECH
web-site hosts a variety of different sub-sites which allow customers/clients
to: obtain price quotes for print jobs; access corporate and financial
information of the Company; respond to open job position postings; etc.


MARKETING AND SALES
-------------------

         The Company employs a sales force that is currently located at its RSC
in New York City. Together and as a whole, members of management who are
involved with sales, facilities management, graphic communications and
outsourcing services continually increase their marketing efforts on behalf of
IMTECH directed toward major financial, legal, accounting and other medium to
large service companies located in New York City and the surrounding
metropolitan area (New Jersey, Southeast Connecticut and Westchester County).
Supported by a major investment in recent years in advanced infrastructure
technology, IMTECH has been able to expand its client base beyond the New York
City Metropolitan area, and as a result, currently services clients in
Philadelphia, PA, Washington, DC, Denver, CO, and internationally in such places
as London, Asia, Mexico, Hong Kong and South America.

         The Company's advertising and promotional efforts include participation
in selected trade shows, general advertising, articles in pertinent trade
publications, direct mailings and the publication and wide distribution of a
Company newsletter called "24/7". The newsletter is distributed as a no cost
service to existing and potential IMTECH clients and broad based investor
groups. Produced and published completely in-house utilizing the newly acquired
Heidelberg digital printing press, the newsletter is devoted to maintaining a
channel of communication that keeps clients and investors aware of developments
within the Company.

         To further broaden its abilities to provide superior and complete
service and pursue clients beyond its primary metropolitan area marketplace
IMTECH maintains strategic alliances with Blitz Systems, Inc. ("Blitz") and
Research Distribution Services, Inc. ("RDS"). Blitz, through its versatility of
services, is instrumental in assisting the Company in introducing
technologically advanced concepts to research print production and distribution.
RDS employs the use of an "intelligent" distribution process that physically
consolidates multiple subscriptions by a single subscriber into a single
envelope. The strategic alliance among IMTECH, Blitz and RDS offers clients a
seamless process of receiving and managing data for print production and
subsequent distribution. Each company in the alliance is a specialist, and
depends on the others to maintain a high level of client satisfaction. Working
together, the three companies offer clients reliable, expedient and cost
effective services from the point of production to final destination.


BUSINESS STRATEGY
-----------------

         The Company recognizes that the landscape of the graphics communication
industry is constantly changing, and so is the competitiveness within. In
response to the changing environment, the Company has embarked on a three tiered
strategic plan to achieve and sustain growth and remain competitive within the
financial research and commercial printing industry. Management believes that in
order to survive the deep discounting by competitors and address the increasing
frequency of mergers by clients, the Company must grow in size by: 1) acquiring
other companies; 2) establishing and maintaining strategic business alliances;
and 3) taking advantage of outsourcing opportunities.


                                       4
<PAGE>


                                                                          IMTECH
================================================================================


ITEM  1. BUSINESS (Continued)


BUSINESS STRATEGY (Continued)
----------------------------

   

         On July 24, 1998 IMTECH acquired all of the issued and outstanding
common stock of KRL Litho, Inc., d/b/a The Skillcraft Group ("Skillcraft") from
its principals for a purchase price of $9,000,000. Skillcraft provides graphic
communications services including financial research report printing, commercial
printing, graphics arts design and various fulfillment services to financial and
commercial organizations located primarily in the New York Metropolitan area.
Both IMTECH and Skillcraft will operate as separate divisions under a new
consolidated entity known as Skilltech Global Graphics and Communications, Inc.
("SKILLTECH").
    

   
         In addition, the Company signed a letter of intent to purchase Research
Distribution Services, Inc. ("RDS"), a provider of intelligent fulfillment and
distribution services to the research report production industry. The Company is
currently negotiating with RDS to finalize the terms of the proposed
acquisition. However, IMTECH is continuing its search to acquire additional
potential companies which will conform to management's growth strategy.
    

         Management believes that the Skillcraft acquisition is the most vital
piece to the overall growth strategy for IMTECH. Skillcraft's production
equipment configuration is complementary to that of IMTECH's. The result of
combining the varied equipment configurations and exploiting IMTECH's investment
in technology and infrastructure will expand production capabilities and provide
economies of scale and efficiencies that will allow the combined companies to
maximize profits while offering clients a variety of solutions to their research
report production requirements.

         Along with IMTECH's strategic business alliance with Blitz Systems,
Inc., Skillcraft maintains an alliance with a London based financial research
printer, which will broaden the industry presence of the combined companies into
the global market and provide opportunities to increase the client base.


   
    

COMPETITION
-----------

         Management is aware that the Company operates in a market that is
highly competitive and contains several large direct competitors, as well as
many smaller regionally based companies that provide services similar to IMTECH.
Two key competitors that management believes have substantially greater
financial resources and facilities than the Company are Bowne & Co. and Xerox
Business Centers, both of whom provide facility management and/or outsourcing
services. IMTECH competes with these companies primarily on the basis of price
and quality of performance.

         Management's efforts are directed toward maintaining strong employee
training and competitive compensation programs to enable the Company to continue
to provide its customers with the high quality service and personnel necessary
to maintain a competitive advantage.


   
    

EMPLOYEES
---------

         As of March 31, 1998, the Company employed approximately 100 personnel
as compared to 125 as of March 31, 1997. The Company has no collective
bargaining agreements with any personnel and considers its relationships with
all of its employees to be in good standing.


                                       5
<PAGE>



                                                                          IMTECH
================================================================================


ITEM  2. PROPERTIES

         The Company leases its executive offices and RSC facilities
(approximately 32,000 square feet), located at 130 Cedar Street, New York, NY,
under a lease expiring in July 2003. The rental payments under the lease
agreement are subject to annual cost of living and maintenance increases.

   
    

ITEM  3. LEGAL PROCEEDINGS

         In January 1994, IMTECH received correspondence from the U.S.
Department of Labor ("DOL") stating its intent to penalize the Company in
connection with its investigation of past IMTECH employee benefit plans. The DOL
determined that for certain plan years in question, the Company did not file the
proper financial information required. In October 1997, the DOL and the Company
reached a settlement for $25,000, which is payable in twelve monthly
installments of $2,083 through November 1998.

         In November 1995, the Company entered into a three year service
agreement with Corporate Relations Group, Inc. ("CRG"), whereby CRG was to
provide IMTECH with promotional and brokerage communication services. As
consideration for its services, IMTECH was to pay CRG the sum of $300,000 or
171,000 shares of the Company's free trading Class A Common Stock plus 500,000
options to purchase 500,000 shares of Class A Common Stock at exercise prices
ranging from $1.75 to $3.06 per share for a period of five years. The Company
elected to pay CRG by issuing 171,000 shares of Class A Common Stock. Initially,
the Company delivered to CRG 92,250 shares of the freely traded Class A Common
Stock which IMTECH borrowed from a number of shareholders. The Company repaid
the shareholders by making cash interest payments at a rate of 10% per annum, in
addition to making cash payments for the borrowed shares. The balance of the
78,750 shares was not remitted to CRG. CRG has asserted a claim for the balance
of the shares. The Company has disputed the claim based upon the position that
CRG did not perform under the provisions of the service contract. The Company is
currently considering instituting legal action to recover the stock and to seek
punitive damages from CRG.

         The Company has agreed to use its best efforts to file a registration
statement for certain convertible security holders for their underlying shares
of Class A Common Stock. While the Company has filed a registration statement on
Form S-3 with the Securities and Exchange Commission ("SEC") as was required
under various agreements with convertible security holders, it is possible the
holders of these securities may assert a claim against the Company based on the
Company's failure to timely comply with the registration requirements for
certain convertible security holders.

         The Company is currently negotiating with its landlord to reduce its
rent covering the RSC facility. The landlord has claimed certain defaults by the
Company in its lease. In addition, the landlord has requested that the Company
post a letter of credit in the amount of $100,000 with a financial institution
for additional rent security. There are no assurances that the Company will be
successful in its attempts to re-negotiate its lease and reduce its monthly rent
obligation.

   

         The Company has been advised by the NASDAQ Stock Market, Inc.
("NASDAQ-SM-") that the Company no longer meets the current NASDAQ-SM- listing
requirements for continued listing on the NASDAQ-SM- SmallCap Stock Market.
Continued inclusion on the NASDAQ-SM- SmallCap Stock Market generally requires
that (i) the Company maintains at least $2,000,000 in tangible net assets; or
(ii) $35,000,000 in market capitalization; or (iii) net income of at least
$500,000 in two of the three prior years. Additionally, the Company must
maintain at least 500,000 shares in the public float valued at $1,000,000 or
more, a minimum common stock bid price of $1.00, at least two active market
makers, and at least 300 shareholders of its stock.

    



                                       6
<PAGE>


                                                                          IMTECH
================================================================================

   

ITEM  3. LEGAL PROCEEDINGS (Continued)



If the Company is unable to satisfy NASDAQ-SM-'s maintenance requirements, its
securities may be de-listed from the NASDAQ Stock Market. In such an event,
trading, if any, in the Company's common stock would thereafter be conducted in
the over-the-counter market on the so-called "pink sheets" or the NASD's
"Electronic Bulletin Board". Consequently, the liquidity of the Company's
securities could be impaired, not only in the number of securities which could
be bought and sold, but also through delays in the timing of transactions,
reduction in security analysis and the news media's coverage of the Company and
lower prices for the Company's securities than might otherwise be attained.

         The Company has provided to NASDAQ-SM- documentation in support of its
position that it does qualify under the NASDAQ-SM- listing requirements, and is
currently continuing to provide information to the NASDAQ-SM- to assure that it
maintains its NASDAQ-SM- Stock Market listing.

         In the event that it is unable to satisfy the staff of NASDAQ-SM- 
that it qualifies for continued listing, the Company will proceed with an 
appeal of the NASDAQ-SM- decision.

    

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


         Not applicable.


                                       7
<PAGE>


                                                                          IMTECH
================================================================================

                                     PART II


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


         The Company's Class A common stock is traded in the over-the-counter
market and included in the National Association of Securities Dealers Automated
Quotation ("NASDAQ") system. Also traded in the over-the-counter market and
quoted on NASDAQ are the Company's Redeemable Class A Warrants. The symbols in
the NASDAQ system for the Class A common stock and Class A Warrants are "IMTKA"
and "IMTKW", respectively. The following table sets forth the range of the high
and low closing bid prices for the Company's Class A common stock and Class A
Warrants for the three most recently completed years ended March 31, 1998, 1997
and 1996, as reported in the NASDAQ stock market reports. The prices listed in
the following table represent prices between dealers, and do not include
provisions for retail markups, markdowns or commissions. Consequently, they may
not represent actual transactions.


<TABLE>
<CAPTION>

                                               Class A             Class A
                                                Common             Warrants
                                                Stock
                                             High     Low       High       Low

<S>                                        <C>       <C>        <C>        <C>
   Year ended March 31, 1998:
       First quarter                       1 3/8      17/32      11/32      1/8
       Second quarter                      2 11/16    1          19/32      1/8
       Third quarter                       2 3/8      9/16       11/32      1/32
       Fourth quarter                      1 3/8      9/16       7/32       1/16


   Year ended March 31, 1997:
       First quarter                       2 15/16    1 3/8      1/2        9/32
       Second quarter                      2 7/8      1 7/16     9/16       3/16
       Third quarter                       1 13/16    3/4        17/64      1/8
       Fourth quarter                      1 21/32    3/4        5/16       1/8


   Year ended March 31, 1996:[1]
       First quarter                       3 1/16     1 3/4      5/16       3/16
       Second quarter                      3 9/16     2 3/16     15/32      3/16
       Third quarter                       3 1/8      2          11/16      3/8
       Fourth quarter                      2 7/8      2          7/16       3/16


</TABLE>

At June 26, 1998, there were approximately 1,515 holders of record of the
Company's Class A common stock, not including individuals with beneficial
ownership interest.


[1] The stock prices have been adjusted to give effect to the four-for-one
reverse stock split which occurred in June 1995.


                                       8
<PAGE>




ITEM  6. SELECTED FINANCIAL DATA


         The selected financial data set forth below has been derived from the
Company's audited financial statements. It should be read in conjunction with,
and is qualified by reference to, the financial statements and accompanying
notes included elsewhere in this report. The selected financial data for the
fiscal year ended March 31, 1994 include the consolidated results of the
Company's former majority-owned subsidiary, INSCI Corp.

<TABLE>
<CAPTION>

                                                           For the Years Ended March 31,
                                            1998          1997           1996         1995         1994

Income Statement (,000):
<S>                                      <C>           <C>            <C>          <C>          <C>
Revenues                                 $     9,488   $    10,715    $   11,806   $   14,048   $    27,507

Operating loss                                (1,873)       (1,262)       (1,808)      (1,220)       (2,723)

Income (loss)  from continuing
    operations                                (2,313)          446        (5,188)      (3,891)       (3,813)

Loss from discontinued operations                 -             -              (391)      (1,773)       -   

Net income (loss)                             (2,313)          446        (5,579)      (5,664)       (3,813)

Preferred stock dividends                        270           258          -            -              -   

Net income (loss) applicable to common
    stockholders                              (2,583)          189        (5,579)      (5,664)       (3,813)

Basic and diluted earnings (loss) per
    share from continuing operations            (.46)          .04         (1.65)       (2.05)        (1.91)

Basic and diluted loss per  share
    from discontinued operations                  -             -           (.12)        (.64)          -   
    

</TABLE>




<TABLE>
<CAPTION>


                                                                  As of March 31,
                                            1998          1997           1996         1995         1994

Balance Sheet (,000):
<S>                                      <C>           <C>            <C>          <C>          <C>
Total assets                             $     6,502   $     8,430    $    7,767   $    9,593   $    12,868

Long-term obligations                          2,812         1,496         3,524        4,497         5,512

Stockholders' equity (deficiency)  (1)           384         3,664          (858)       1,169           441

</TABLE>




(1)      The Company has not paid dividends since its inception.


                                       9
<PAGE>


                                                                          IMTECH
================================================================================


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



COMPARISON OF RESULTS OF OPERATIONS

         The following schedule sets forth the percentage relationship of
significant items of the Company's results of operations to revenues:

<TABLE>
<CAPTION>

                                                                     For the Years Ended March 31,
                                                                    1998          1997           1996

<S>                                                                  <C>           <C>            <C>   
          Revenues                                                   100  %        100  %         100  %

          Cost of sales                                               77            79             77
                                                                     ------        ------         ------

          Gross profit                                                23            21             23

          Operating expenses:
                Selling, general and administrative                   43            28             34

                Termination of facility contract                       -             -              1

                Lease agreement buyout                                 -             -              3

                Other costs                                            -             5              -
                                                                     ------        ------         ------

          Loss from operations                                       (20)          (12)           (15)

          Other (income) expenses:
                Interest expense, net                                  3             1              5

                (Gain) loss from sale of INSCI stock                  (3)          (19)             1

                Interest amortization of beneficial
                   conversion feature attached to 12%
                   secured promissory notes                            4             1              8

                Equity in net loss of INSCI Corp.                      -             2             12

                Credit facility buyout                                 -             -              3
                                                                     ------        ------         ------

          Income (loss) from continuing operations                   (24)            3            (44)

          Loss from discontinued operations                            -             -             (3)

          Net income (loss)                                          (24)            3            (47)
                                                                     ------        ------         ------

          Preferred stock dividends                                    3             2              -

          Net income (loss) applicable to common
              stockholders                                           (27) %          1  %         (47) %
                                                                     ------        ------         ------
                                                                     ------        ------         ------

</TABLE>


                                       10
<PAGE>


                                                                          IMTECH
================================================================================


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)



FISCAL YEAR 1998 AS COMPARED TO FISCAL YEAR 1997
------------------------------------------------

         During the fiscal year ended March 31, 1998, the Company reported
revenues of approximately $9,488,000, a decrease of $1,227,000 (or 11%) from
revenues of approximately $10,715,000 generated for the fiscal year ended March
31, 1997.

         The decrease in revenues is attributable in part to management's
decision not to renew certain Facility Management agreements as they became due,
since competitive pricing of the contracts reduced operating margins below
management's requirements. In addition, the Company decided to strategically
eliminate certain ancillary production services which required the expenditure
of both resources and capital which management believed could be deployed more
efficiently in IMTECH's core business. The decrease in revenues was offset by an
increase in the Company's core financial research printing client base. As of
March 31, 1998, there were four (4) facility management agreements in effect, a
decrease of one (1) from five (5) facility management agreements in place at
March 31, 1997.

         Revenues generated from the Company's Regional Service Center ("RSC")
operations decreased by $465,000 (or 5%) to approximately $8,581,000, (which
represents 90% of total 1998 revenues) when compared to revenues of
approximately $9,046,000, (84% of total 1997 revenues) reported for the year
ended March 31, 1997. Revenues generated from the Company's' Facility Management
division for the fiscal year ended March 31, 1998 amounted to approximately
$744,000 (8% of total 1998 revenues); a decrease of $149,000, (or 17%) from
revenues of approximately $893,000 (8% of total 1997 revenues) generated for the
fiscal year 1997. Revenues from the Company's Litigation Duplication division,
which wound down during 1998, totaled approximately $163,000, which represents
2% of total revenues reported for fiscal year 1998; a decrease of approximately
$613,000 (or 79%) from revenues reported during 1997 of approximately $776,000
(7% of total 1997 revenues) . The Litigation Duplication division was
effectively shut down as of the end of fiscal year 1998.

         The Company's cost of sales decreased by $1,165,000 (or 14%) to
approximately $7,324,000 (which represents 77% of total 1998 revenues), as
compared to cost of sales of approximately $8,489,000 (79% of total 1997
revenues) reported for the fiscal year ended March 31, 1997. The decrease in
costs to produce and resulting improvement of operating margins is directly
attributable to management's continuing effort to stream line the Company's
production process. Consequently, during 1998, management instituted programs to
reduce production staff and gain cost efficiencies through investments in the
Company's production infrastructure.

         For the fiscal year ended March 31, 1998, the Company reported selling,
general and administrative ("SG&A") expenses of approximately $4,037,000 (which
represents 43% of total 1998 revenues); an increase of $1,099,000 (or 37%) from
SG&A expenses reported during fiscal year 1997 of approximately $2,938,000,
which represented 27% of total revenues reported for fiscal year 1997. The
increase in SG&A expenses for fiscal year 1998 when compared to the prior period
is a result of increases in professional costs such as legal fees, accounting
and compliance fees and consulting fees, which totaled approximately $582,000.
In addition, charges of approximately $271,000 were incurred which were directly
related to the termination of various contracts and resulting related severance
payments, project completion costs and a loss on sale of production equipment.

         Operating expenses, in total, for fiscal year 1997 included a charge of
$550,000, (5% of 1997 revenues) to reflect expenses incurred in connection with
management's plan to restructure its work force and redeploy various operating
assets.


                                       11
<PAGE>


                                                                          IMTECH
================================================================================


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        POSITION AND RESULTS OF OPERATIONS (Continued)


FISCAL YEAR 1998 AS COMPARED TO FISCAL YEAR 1997 (Continued)
------------------------------------------------------------

         Interest expense charged to operations for the year ended March 31,
1998 amounted to approximately $273,000 (3% of total revenues); an increase of
$139,000 from interest expense of approximately $134,000 (1% of 1997 revenues)
reported for the fiscal year ended March 31, 1997. The increase is primarily
attributable to finance and interest costs incurred to establish and maintain
the new credit arrangement with MTB Bank.

         During fiscal year 1998, the Company sold and exchanged 200,435 shares
of stock in INSCI Corp., its former majority-owned subsidiary, resulting in a
realized gain of approximately $278,000. During the prior year period, the
Company recorded a gain of $2,089,000 from the sale of shares of INSCI Corp.
stock.

         In accordance with the Securities and Exchange Commission ("SEC")
position announced in March 1997 of accounting for the beneficial conversion
feature of debt instruments, the Company recorded an interest charge of
approximately $444,000 and $89,000 for fiscal years ended March 31, 1998 and
1997, respectively.


FISCAL YEAR 1997 AS COMPARED TO FISCAL YEAR 1996
------------------------------------------------

         During the fiscal year ended March 31, 1997, the Company reported
revenues of approximately $10,715,000, a decrease of $1,091,000 from revenues of
$11,806,000 reported during the fiscal year ended March 31, 1996.

         The decrease in revenues was primarily attributable to management's
decision not to renew certain Facility Management contracts as they became due.
Competitive pricing of the contracts reduced operating margins below
management's expectations. At March 31, 1997, there were five (5) Facility
Management contracts in effect as compared to seven (7) in effect at March 31,
1996. Revenues from Facility Management contracts amounted to approximately
$893,000 (or 8% of total revenues) for the fiscal year ended March 31, 1997; a
decrease of approximately $2,319,000, or 72%, from revenues of Facility
Management contracts of approximately $3,212,000 (27% of total 1996 revenues)
generated for the fiscal year ended March 31, 1996. The decrease was total
revenues from 1996 to 1997 is also attributable in part to a decrease in the
revenues generated by the Company's Litigation Duplication division, which
decreased approximately $375,000, or 33%, to revenues of $776,000 (7% of total
revenues), as compared to revenues of $1,151,000 (10% of total 1996 revenues)
reported for the fiscal year ended March 31, 1996.

         Revenues from the Company's Regional Service Center ("RSC") operations
increased $1,604,000, or 22%, to approximately $9,046,000 (84% of total
revenues) for the fiscal year ended March 31, 1997; compared to revenues of
$7,443,000 (63% of total 1996 revenues) reported for the fiscal year ended March
31, 1996. The Company deployed the majority of its financial and human resources
towards expanding the Company's market share in its core research printing
market, the main product of the RSC division.

         Cost of sales decreased by $569,000, or 6%, to approximately
$8,489,000, (or 79% of total revenues) for the fiscal year ended March 31, 1997,
as compared to cost of sales of approximately $9,058,000 (or 77% of total
revenues) reported for the fiscal year ended March 31, 1996. The decrease was
attributable to a reduction in personnel costs, equipment leases and various
other production expenses.


                                       12
<PAGE>


                                                                          IMTECH
================================================================================


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)


FISCAL YEAR 1997 AS COMPARED TO FISCAL YEAR 1996 (Continued)
------------------------------------------------------------

         Selling, general and administrative costs ("SG&A") for the year ended
March 31, 1997 amounted to approximately $2,938,000 (or 27% of total revenues),
a decrease of approximately $1,167,000, or 28%, from SG&A of $4,105,000 (34% of
total 1996 revenues) reported during fiscal year ended March 31, 1996. The cost
reductions were primarily attributable to a decrease in overhead, (specifically,
personnel costs), and service charges related to the Company's terminated
revolving credit facility, as well as decreases in consulting fees and other
professional costs.

         During the fiscal year ended March 31, 1997, the Company recorded a
charge of $550,000 to account for costs incurred in connection with management's
plan to restructure its work force and redeploy various operating assets which
it believes will enable the Company to become more competitive and efficient.

         Interest expense for the year ended March 31, 1997 was approximately
$134,000 (or 1% of total revenues), a decrease of $426,000, or 76%, from
interest expense of approximately $560,000 (which represented 5% of total 1996
revenues) reported for the year ended March 31, 1996. In accordance with the
Securities and Exchange Commission's ("SEC") position, announced in March 1997,
of accounting for the beneficial conversion feature of debt instruments, the
Company recorded an additional interest charge of approximately $89,000. The
statement of operations for the year ended March 31, 1996 includes a charge of
$900,000 of additional interest. The additional interest charge represents the
amortization of the conversion feature which is calculated as the difference
between the conversion price and the fair value of the common stock into which
the debt instruments are convertible.

         During the fiscal year ended March 31, 1997, the Company realized a net
gain of approximately $2,089,000 from the sale of INSCI Corp. stock, its former
majority-owned subsidiary as compared to a loss of $73,500 reported in 1996.
As of March 31, 1997, the Company held a 16% ownership interest in INSCI Corp.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The schedule below sets forth the Company's cash flow activities for the fiscal
years ended March 31, 1998, 1997 and 1996:

<TABLE>
<CAPTION>

                                                          For the Years Ended March 31,
                                                    1998               1997               1996

<S>                                         <C>                <C>                <C>
       Operating activities                 $     (402,000)    $    (1,352,000)   $      (926,000)

       Investing activities                       (224,000)           1,469,000          1,275,000

       Financing activities                       (603,000)           (900,000)          1,663,000
                                            --------------     ---------------    ----------------

       Increase (decrease) in cash
           and cash equivalents             $   (1,229,000)    $      (783,000)   $      2,012,000
                                            --------------     ---------------    ----------------
                                            --------------     ---------------    ----------------


</TABLE>


                                       13
<PAGE>


                                                                          IMTECH
================================================================================


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)


LIQUIDITY AND CAPITAL RESOURCES (Continued)
-------------------------------------------

                                   OPERATIONS

         During the fiscal year ended March 31, 1998, the Company used net cash
of approximately $402,000 for operating activities, which was attributable in
part to the following:

*    A decrease in revenues of approximately  $1,227,000  coupled with a 
     decrease in accounts  receivable of approximately $39,000;

*    A decrease in total cost of sales of approximately $1,165,000 together with
     an increase in accounts payable and other accrued liabilities of
     approximately $244,000, which in the aggregate, resulted in a cash savings
     of approximately $1,409,000; and

*    An increase in operating expenses of approximately $549,000 coupled with an
     increase in interest expense of approximately $139,000, of which resulted
     in a use of cash of approximately $688,000.


                              INVESTING ACTIVITIES

         Net cash used as a result of investing activities amounted to
approximately $224,000, and is primarily attributable to cash used for capital
expenditures of approximately $542,000, offset by a decrease in amounts due from
affiliates of approximately $146,000. In addition, proceeds of approximately
$130,000 were generated from the sale of INSCI Corp. stock.


                              FINANCING ACTIVITIES

         During the fiscal year ended March 31, 1998 the Company used net cash
for financing activities of approximately $603,000, which was a direct result
of: 1) the Company borrowing net proceeds of approximately $926,000 from MTB
Bank under a credit agreement entered into in November 1997; 2) the utilization
of a bank overdraft of approximately $90,000; and 3) the net issuance of
long-term debt of $90,000. In addition, cash in the aggregate of approximately
$1,074,000 was used for the repayment of capital lease obligations of
approximately $382,000 and other long-term debt obligations of approximately
$692,000. The Company also incurred costs of securing equity placements during
1998 of approximately $130,000, and deposited approximately $504,000 into a
certificate of deposit account with Atlantic Bank of NY to secure obligations
under a certain lease agreement for production equipment.


                                CAPITAL RESOURCES

         As of March 31, 1998 the Company had a working capital deficiency of
approximately $1,086,000 as compared to working capital of approximately
$412,000 at March 31, 1997.


                                       14
<PAGE>


                                                                          IMTECH
================================================================================


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)


LIQUIDITY AND CAPITAL RESOURCES (Continued)
-------------------------------------------

                          CAPITAL RESOURCES (Continued)

         In November 1997, the Company entered into a two year secured credit
arrangement with MTB Bank (the "Bank"). Under the credit arrangement, IMTECH is
allowed to borrow up to 80% of eligible accounts receivable and 35% of eligible
paper inventory (up to a maximum of $50,000), both of which in the aggregate
cannot exceed a total of $1,500,000 (including $250,000 in outstanding letters
of credit) at any one time. The credit facility has provided a key source of
working capital to the Company.

         In January 1998, the Company generated working capital through sources
such as individual loans and the sale of INSCI Corp. common stock. In addition,
the Company filed a form S-3 Registration Statement in accordance with the
Securities Act of 1933 on December 23, 1997 (amended on January 14, 1998 and May
14, 1998). The registration statement covers the subsequent resale or offer for
sale of all of the Company's outstanding Class A Common Stock and certain shares
issuable upon exercise or conversion of certain options, warrants, convertible
debt and preferred stock. When the registration statement is declared effective,
the Company will only receive proceeds upon exercise or conversion of the
convertible securities for the underlying shares of Class A Common Stock
included in the registration. In the event the Company receives proceeds, they
will be used for working capital purposes.

         During the fiscal year ended March 31, 1998, the Company's management
focused on investing its capital and human resources in the Company's production
infrastructure, introducing cutting edge technology in conjunction with
investments in state-of-the-art production equipment, such as the Heidelberg
Quickmaster DI 46, 4-color digital printing press. These efforts were designed
to streamline the Company's operations and enable it to service its clients
economically and more efficiently, as well as to broaden the scope of services
the Company offered. In addition, the Company embarked on an extensive marketing
campaign to create a greater awareness in the financial research community.

         However, the changing environment of the financial research printing
industry requires that the Company take certain measures to ensure its ability
to stay competitive and continue to build a business platform for future growth.
Over the last year, the Company has been witness to the merger of many of its
clients. These mergers have created a perception in the financial research
printing industry that a larger printer is needed to meet the resulting printing
demand.

         The creation of these larger combined entities, along with the
emergence of the presence of European banks in the U.S. brokerage industry, has
created a need to establish a global presence to remain competitive. In
addition, price cutting by competitors who failed to invest in technology and
new equipment, and efforts of competitors to try to garner more market share
through deep discounting, have recently put pressure on operating margins and
have forced companies in the industry to seek every possible efficiency to stay
competitive.

   

         In response to these evolving market conditions, the Company on July
24, 1998, acquired all of the issued and outstanding common stock of KRL Litho,
Inc., d/b/a The Skillcraft Group ("Skillcraft") from its principals for a
purchase price of $9,000,000. Skillcraft provides graphic communications
services including financial research report printing, commercial printing,
graphics arts design and various fulfillment services to financial and
commercial organizations located primarily in the New York Metropolitan area.
Both IMTECH and Skillcraft will operate as separate divisions under a new
consolidated entity known as Skilltech Global Graphics and Communications, Inc.
("SKILLTECH").

    

                                       15
<PAGE>


                                                                          IMTECH
================================================================================


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)


LIQUIDITY AND CAPITAL RESOURCES (Continued)

                          CAPITAL RESOURCES (Continued)

         In addition, Skillcraft's affiliation with a London based printer
assists the Company in establishing a global presence. The addition of RDS to
the combination of IMTECH and Skillcraft creates a company that is poised to
compete efficiently in this evolving market and offer clients a one-stop-shop
for their research report production needs.

   

         The Company obtained $5,300,000 as a result of issuing 12% subordinated
convertible debentures (the "Debentures") for the aggregate amount of
$4,000,000, and executing a secured promissory note for $1,300,000 borrowed from
General Electric Capital Corporation ("GE"). The Debentures are convertible into
shares of IMTECH Class "A" Common Stock and bear interest at a rate of 12% per
annum in addition to providing debenture holders 10% of Skillcraft's profits for
a period of (5) years commencing from the date of closing of the acquisition.
The Debentures will automatically be converted into Class "A" Common Stock at
the end of the five (5) year term unless the Company elects to redeem them for
cash. The debenture holders can elect to convert the Debentures into shares of
Class "A" Common stock at any time during the five (5) year term subject to
certain conversion provisions. Upon conversion, or redemption on the due date of
the Debentures, the debenture holders will be entitled to receive 10% of the
Company's then outstanding Class "A" Common Stock with anti-dilution protection.
The Debentures are collateralized by a subordinated lien on the assets of
Skillcraft.

    

         The Company is also in the process of identifying and pursuing
additional potential acquisition candidates to respond to the changing
environment of the financial research printing industry, which over the past
year, has witnessed the merger of many of its clients. The mergers have created
a perception in the financial research printing industry that larger printers
are needed to meet the resulting printing demands. The creation of the combined
entities coupled with price cutting by competitors to garner more market share
has contributed toward IMTECH's operating difficulties. Management believes that
its plans to perform key acquisitions as discussed above will help IMTECH
survive the changing market conditions, respond to the client mergers and remain
competitive within the industry. (See "Business Strategy" under ITEM 1.)

   

         In August 1998, MTB Bank amended their credit arrangement with the
Company to include the eligible receivables of Skillcraft and increase the
borrowing line of credit to $2,500,000.

    

NEW ACCOUNTING STANDARDS
------------------------

         During the year ended March 31, 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("EPS").
Under SFAS No. 128 public companies and entities with complex capital structures
are required to present basic and diluted EPS on the face of the income
statement. SFAS No. 128 replaces the presentation of primary EPS with a
presentation of basic EPS and, if applicable, diluted EPS. Basic EPS excludes
dilution and is computed by dividing income available to common stockholders by
the weighted-average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock are exercised or converted and the resulting
additional common shares are dilutive (their inclusion decreases the amount of
EPS).


                                       16
<PAGE>


                                                                          IMTECH
================================================================================


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         POSITION AND RESULTS OF OPERATIONS (Continued)


NEW ACCOUNTING STANDARDS (Continued)
------------------------------------

         In June 1997, Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income" was issued. SFAS No. 130 establishes new
standards for reporting comprehensive income and its components. The Company
will adopt SFAS No. 130 in the first quarter of fiscal year ending March 31,
1999. The Company expects that the comprehensive income will not differ
materially from net income (loss) applicable to common stockholders.


INFLATION
---------

         The Company has not experienced significant increases in the prices of
materials or in the payment of operating expenses as a result of inflation.
Although inflation has not been a significant factor to date, there can be no
assurances that it will not be in the future.


YEAR 2000 COMPUTER SOFTWARE CONVERSION
---------------------------------------

         The Company relies on numerous computer programs in its day to day
business. Older computer programs use only two digits to identify a year in its
date field. As a result, when the Company has to identify the year 2000, the
computer will think it means the year 1900 and the operation attempting to be
performed may fail or crash resulting in the potential interference in the
operations of the Company's business. The Company has formulated plans to
safeguard against the Year 2000 conversion problem. The cost of the
implementation of the Year 2000 safeguards will not be material to the Company.

         In addition, the Company has had communications with all of its major
customers and suppliers to determine the extent to which the Company's interface
systems are vulnerable to any failure by third parties to upgrade their own
software. The Company believes that its large customers and suppliers are
addressing the issues and will timely adjust their systems. However, if such
modifications are not made by its vendors or customers, or are not completed in
a timely manner, the Company's operations could adversely be affected.


FORWARD LOOKING INFORMATION
---------------------------

         This Form 10-K report contains "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements are based on management's expectations, estimates,
projections and assumptions. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," and variations of such words and similar
expressions are intended to identify such forward looking statements which
include, but are not limited to, projections of revenues, earnings and cash
flows. These forward looking statements are subject to risks and uncertainties
which could cause the Company's actual results or performance to differ
materially from those expressed or implied in such statements. These risks and
uncertainties include, but are not limited to, the following: the Company's
successful execution of internal performance plans; performance issues with key
suppliers; subcontractors and business partners; legal proceedings; product
demand and market acceptance risks; the effect of economic conditions; the
impact of competitive products and pricing; product development;
commercialization and technological difficulties; and capacity and supply
constraints or difficulties.


                                       17
<PAGE>


                                                                          IMTECH
================================================================================


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


         The information required by this Item is incorporated by reference to
the Table of Contents to the Financial Statements and Schedules which appear on
page 18 hereof.


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


         None.













           [ The Remainder of This Page is Intentionally Left Blank ]


                                       18
<PAGE>


                                                                          IMTECH
================================================================================

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this Item will be included in the Company's
proxy statement with respect to its 1998 annual meeting of stockholders to be
filed with the Commission within 120 days following March 31, 1998 under the
captions "Election of Directors," and "Directors and Executive Officers of the
Registrant" and is incorporated herein by this reference as if set forth in full
herein.


ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item will be included in the Company's
proxy statement with respect to its 1998 annual meeting of stockholders to be
filed with the Commission within 120 days following March 31, 1998 under the
captions "Summary Compensation Table," "Option Grants in Last Fiscal Year,"
"Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values" and "Directors' Compensation" and is incorporated herein by this
reference as if set forth in full herein.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


         The information required by this Item will be included in the Company's
proxy statement with respect to its 1998 annual meeting of stockholders to be
filed with the Commission within 120 days following March 31, 1998 under the
caption "Security Ownership of Certain Beneficial Owners" and is incorporated
herein by this reference as if set forth in full herein.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item will be included in the Company's
proxy statement with respect to its 1998 annual meeting of stockholders to be
filed with the Commission within 120 days following March 31, 1998 under the
caption "Certain Relationships and Related Transactions" and is incorporated
herein by this reference as if set forth in full herein.


                                       19
<PAGE>



                                     PART IV


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


[a] (1)  Financial Statements
         Incorporated by reference to the Table of Contents to Financial
         Statements and Schedules on page 21 of this report Form 10-K.

[a] (2)  Financial Statement Schedules
         Incorporated by reference to the Table of Contents to Financial
         Statements and Schedules on page 21 of this report Form 10-K.

[a] (3)  Exhibits
         Incorporated by reference to the Index of Exhibits appearing at the end
         of this report on Form 10-K.

[b]      Reports on Form 8-K
         During the period between April 1, 1997 and June 29, 1998, the Company
         filed with the Commission reports on Form 8-K as follows:

         1) A report on Form 8-K, dated April 21, 1997, reporting the
            resignation of Mr. Robert Oxenberg as the Chairman of the
            Board of Directors of the Company.

         2) A report on Form 8-K, dated April 22, 1997, was filed with the
            Commission extending the expiration date and exercise price of
            the issued and outstanding Class A and Class B Warrants of the
            Company.

         3) A report on Form 8-K, dated June 9, 1997, reporting the
            resignation of Mr. Bruce Arnstein from the Board of Directors
            of the Company.

         4) A report on Form 8-K, dated June 18, 1997, was filed with the
            Commission appointing Mr. Harry Markovits as a member of the
            Board of the Directors of the Company.

         5) A report on Form 8-K , dated November 13, 1997, was filed with
            the Commission reporting the execution of an accounts
            receivable credit arrangement between the Company and MTB
            Bank.

         6) A report on Form 8-K, dated February 2, 1998, was filed with
            the Commission announcing the appointment of Ms. Dale L.
            Hirschman and Mr. Kenneth J. Buettner as members to the Board
            of Directors of the Company.

         7) A report on Form 8-K, dated March 5, 1998, was filed with the
            Commission announcing the resignation of Mr. Harry Markovits
            as a member of the Board of Directors of the Company.

         8) A report on Form 8-K/A, dated June 18 , 1998, was filed with
            the Commission supplementing the Form 8-K, dated March 20,
            1997 reporting the terms of the 12% Secured Convertible
            Promissory Notes issued by the Company.


                                       20
<PAGE>



                                   SIGNATURES
                                   ----------

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

                                   INFORMATION MANAGEMENT TECHNOLOGIES
                                       CORPORATION

                                   By: /S/ JOSEPH A. GITTO, JR.
                                      -------------------------
                                       Joseph A. Gitto, Jr.,
                                       President and  Chief Financial Officer
Dated:    New York, New York

   
          October 2, 1998

    

                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph Gitto, as his attorney-in-fact,
with the power of substitution, for him in any attached and all capacities, to
sign any amendments to this report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities and 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                                       Title                             Date



<S>                                              <C>                                     <C>

   

/S/ MATTI KON                                    Chairman, Chief Executive Officer,       October 2, 1998
------------------------------------------------
Matti Kon                                        Director

/S/JOSEPH A. GITTO, JR.                          President, Chief Financial Officer,      October 2, 1998
------------------------------------------------
Joseph A. Gitto                                  Director

/S/ DALE L. HIRSCHMAN                            Director                                 October 2, 1998
------------------------------------------------
Dale L. Hirschman

/S/ KENNETH J. BUETTNER                          Director                                 October 2, 1998
------------------------------------------------
Kenneth J. Buettner

    


</TABLE>




                                       21
<PAGE>


                                                                          IMTECH
================================================================================


             TABLE OF CONTENTS TO FINANCIAL STATEMENTS AND SCHEDULES



<TABLE>
<CAPTION>

                                                                           PAGE
<S>                                                                       <C>
FINANCIAL STATEMENTS:

           Report of Independent Accountants                               F-1

           Balance Sheets as of March 31, 1998 and 1997                    F-2

           Statements of Operations for the Years Ended
                 March 31, 1998, 1997 and 1996                             F-4

           Statements of Stockholders' Equity (Deficiency)
                 for the Years Ended March 31, 1998, 1997 and 1996         F-5

           Statements of Cash Flows for the Years Ended
                 March 31, 1998, 1997 and 1996                             F-8

           Notes to Financial Statements                                  F-11



FINANCIAL STATEMENT SCHEDULES:

   

           Schedule II - Valuation and Qualifying Accounts                F-31

    

</TABLE>




 Schedules not listed in the above table of contents have been omitted because
  they do not apply or are not required or the information required to be set
           forth therein is included in the financial statements and
                           accompanying notes thereto.



                                       22
<PAGE>

   
    

                        REPORT OF INDEPENDENT ACCOUNTANTS

The Stockholders and
Board of Directors of
INFORMATION MANAGEMENT TECHNOLOGIES
  CORPORATION

         We have audited the accompanying balance sheets of INFORMATION 
MANAGEMENT TECHNOLOGIES CORPORATION as of March 31, 1998 and 1997, and the 
related statements of operations, stockholders' equity (deficiency), and cash 
flows for each of the three years in the period ended March 31, 1998. These 
financial statements are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

         We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and perform the 
audits to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test 
basis, the 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 financial position of INFORMATION 
MANAGEMENT TECHNOLOGIES CORPORATION as of March 31, 1998 and 1997, and the 
results of its operations and its cash flows for each of the three years in 
the period ended March 31, 1998, in conformity with generally accepted 
accounting principles.

         We have also audited Schedule II for the years ended March 31, 1998, 
1997 and 1996. In our opinion, this schedule presents fairly the information 
required to be set forth therein.

   
         This report amends our previously issued report on the financial 
statements of INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION as of March 31, 
1998 and 1997 and for each of the three years in the period ended March 31, 
1998, which expressed substantial doubt about the Company's ability to 
continue as a going concern. As more fully discussed in Note A (2), the 
Company consummated a significant business acquisition and amended its credit 
line with its principal lender. Accordingly, our present report does not 
include such a reference to the Company's ability to continue as a going 
concern.
    

                                       /S/MAHONEY COHEN & COMPANY, CPA, P.C.
                                          Mahoney Cohen & Company, CPA, P.C.

   
New York, New York 
June 8, 1998, except for 
Note A (2), as to which 
the date is September 23, 1998
    


                                       F-1
<PAGE>

                 Information Management Technologies Corporation
                                   ("IMTECH")
                                 Balance Sheets
                             March 31, 1998 and 1997

                                     ASSETS
                                    (Note D)


<TABLE>
<CAPTION>

                                                               1998          1997
                                                           ------------   -----------
<S>                                                        <C>            <C>       
Current assets:
      Cash and cash equivalents (Notes  B-2 and  B-6)       $     --      $1,228,819
      Cash - restricted (Note H)                               126,068          --
      Accounts receivable, net of allowance for doubtful
            accounts of $99,200 at March 31, 1998 and
            $36,800 at March 31, 1997 (Notes  B-6 and N)     1,302,212     1,331,428
      Inventory (Note  B-3)                                    230,144       281,729
      Due from affiliate (Note  G)                             329,088       250,000
      Prepaid expenses and other current assets                231,615       590,224
                                                            ----------    ----------
                 Total current assets                        2,219,127     3,682,200
                                                            ----------    ----------

Property and equipment - at cost (Notes B-4 and H):
      Production equipment                                   3,314,525     2,548,699
      Computer software applications                           439,676       242,932
      Furniture and fixtures                                   359,490       459,696
      Leasehold improvements                                   679,975       609,888
      Computer equipment                                       713,871       806,066
                                                            ----------    ----------
                                                             5,507,537     4,667,281
      Less:  Accumulated depreciation and amortization       2,395,999     2,065,833
                                                            ----------    ----------
                 Net property and equipment                  3,111,538     2,601,448
                                                            ----------    ----------

Other assets:
      Deposits and other (Note  B-5)                           356,689       364,405
      Cash - restricted (Note H)                               378,202          --
      Investment in INSCI Corp. (Note  C)                      436,032     1,782,108
                                                            ----------    ----------
                 Total other assets                          1,170,923     2,146,513
                                                            ----------    ----------
                                                            $6,501,588    $8,430,161
                                                            ----------    ----------
                                                            ----------    ----------
</TABLE>

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

                                       F-2

<PAGE>

                 Information Management Technologies Corporation
                                   ("IMTECH")
                                 Balance Sheets
                                   (Concluded)
                             March 31, 1998 and 1997

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                        1998            1997
                                                                                  --------------   -------------
<S>                                                                               <C>              <C>       
Current liabilities:
      Cash overdraft                                                              $     90,417     $       --
      Convertible debt (Note  E)                                                          --            380,000
      Current maturities of long-term debt (Note  F)                                   266,925          288,329
      Current maturities of long-term capital lease obligations
           (Note  H)                                                                   363,795          280,878
      Accounts payable                                                               1,606,549        1,449,241
      Due to affiliate (Note  G)                                                       255,213           29,925
      Accrued salaries                                                                 138,865          157,820
      Accrued expenses and other current liabilities                                   583,586          684,221
                                                                                  ------------     ------------
                 Total current liabilities                                           3,305,350        3,270,414
                                                                                  ------------     ------------

Loan payable - bank (Note  D)                                                          925,975             --

Long-term debt, less current maturities (Note  F)                                      906,407          900,000

Capital lease obligations, less current maturities (Note  H)                           614,354          213,002

Deferred rent (Note  I)                                                                365,351          382,677
                                                                                  ------------     ------------
                 Total long-term obligations                                         2,812,087        1,495,679
                                                                                  ------------     ------------

Commitments and contingencies (Notes D through K and O)

Stockholders' equity (Notes  F,  K and M):
      12% Convertible preferred stock (Note L):
           Authorized - 3,000,000 shares at $1.00 par value; 2,660,733 and
           2,534,100 shares issued and outstanding at March 31, 1998 and 1997,
           respectively ($2,660,733 and $2,534,100 of aggregate liquidation
           value as of March 31,
           1998 and 1997, respectively)                                              2,660,733        2,534,100
      Class "A" common stock:
           Authorized - 100,000,000 shares at $.04 par value;
           5,789,846 and 5,579,552 shares issued and outstanding
           at March 31, 1998 and 1997, respectively                                    231,594          223,182
      Additional paid-in capital                                                    32,040,227       31,528,477
      Unrealized gain from investment in securities available for sale
           (Note  C)                                                                   430,831        1,774,515
      Accumulated deficit                                                          (34,979,234)     (32,396,206)
                                                                                  ------------     ------------
                 Total stockholders' equity                                            384,151        3,664,068
                                                                                  ------------     ------------
                                                                                  $  6,501,588     $  8,430,161
                                                                                  ------------     ------------
                                                                                  ------------     ------------
</TABLE>


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


                                       F-3
<PAGE>

                 Information Management Technologies Corporation
                                   ("IMTECH")
                            Statements of Operations
                For the Years Ended March 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                                                     1998             1997             1996
                                                                                --------------    ------------    -------------
<S>                                                                              <C>              <C>              <C>         
Revenues (Note  N)                                                               $  9,488,340     $ 10,714,711     $ 11,805,891

Cost of sales                                                                       7,323,641        8,488,716        9,057,533
                                                                                 ------------     ------------     ------------

Gross profit                                                                        2,164,699        2,225,995        2,748,358

Operating expenses:
      Selling, general and administrative                                           4,037,474        2,937,712        4,104,526
      Termination of facility contract                                                   --               --             75,000
      Lease agreement buy-out (Note  I)                                                  --               --            376,826
      Other costs (Note  R)                                                              --            550,000             --
                                                                                 ------------     ------------     ------------
                 Total operating expenses                                           4,037,474        3,487,712        4,556,352
                                                                                 ------------     ------------     ------------

Loss from operations                                                               (1,872,775)      (1,261,717)      (1,807,994)

Other (income) expenses:
      Interest expense, net                                                           273,435          134,247          559,710
      (Gain) loss from sale of INSCI Corp. stock (Note  C)                           (277,785)      (2,089,020)          73,500
      Interest amortization of beneficial conversion
            feature attached to 12% convertible secured
            promissory notes (Notes  B-10  and  F-3)                                  444,444           88,889          900,000
      Equity in net loss of INSCI Corp.                                                  --            158,030        1,452,000
      Credit facility buy-out                                                            --               --            394,614
                                                                                 ------------     ------------     ------------
                 Net other (income) expenses                                          440,094       (1,707,854)       3,379,824
                                                                                 ------------     ------------     ------------

Income (loss) from continuing operations                                           (2,312,869)         446,137       (5,187,818)

Loss from discontinued operations (Note  Q)                                              --               --           (390,696)
                                                                                 ------------     ------------     ------------

Net income (loss)                                                                  (2,312,869)         446,137       (5,578,514)

Preferred stock dividends                                                             270,159          257,520             --
                                                                                 ------------     ------------     ------------

Net income (loss) applicable to common stockholders                              $ (2,583,028)    $    188,617     $ (5,578,514)
                                                                                 ------------     ------------     ------------
                                                                                 ------------     ------------     ------------

Basic and diluted earnings (loss) per share applicable to common stockholders
      (Note P):
            From continuing operations                                           $      (0.46)    $       0.04     $      (1.65)
                                                                                 ------------     ------------     ------------
                                                                                 ------------     ------------     ------------
            From discontinued operations                                         $       --       $       --       $      (0.12)
                                                                                 ------------     ------------     ------------
                                                                                 ------------     ------------     ------------
Weighted average number of shares outstanding
      (Note P)                                                                      5,589,483        5,129,143        3,139,758
                                                                                 ------------     ------------     ------------
                                                                                 ------------     ------------     ------------
</TABLE>


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


                                       F-4
<PAGE>


                 Information Management Technologies Corporation
                                   ("IMTECH")
                 Statements of Stockholders' Equity (Deficiency)
                For the Years Ended March 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                                        Class A Common Stock          Preferred Stock       
                                                                    --------------------------------------------------------
                                                                        Shares       Amount        Shares          Amount   
                                                                    -----------  ------------  -------------   -------------
<S>              <C>                                                 <C>         <C>           <C>             <C>
Balance at April 1, 1995                                             2,778,132   $    111,125           --     $       --   
    Exercise of stock options                                          125,000          5,000           --             --   
    Transfer agent administration error                                144,196          5,768           --             --   
    Issuance of common stock under Regulation "S" - Fondo              287,750         11,510           --             --   
    Issuance of common stock under Regulation "S" - Oportunidad        200,000          8,000           --             --   
    Issuance of preferred stock from debenture conversion                 --             --        2,026,580      2,026,580
    Amortization of beneficial conversion feature related
        to convertible debt                                               --             --             --             --   
    Net loss                                                              --             --             --             --   
                                                                  ------------   ------------   ------------   ------------
Balance at March 31, 1996 (carried forward)                          3,535,078   $    141,403      2,026,580   $  2,026,580
                                                                  ------------   ------------   ------------   ------------
</TABLE>


<TABLE>
<CAPTION>

                                                                                                    Total
                                                                    Additional                   Stockholders'
                                                                      Paid-in      Accumulated      Equity
                                                                      Capital        Deficit      (Deficiency)
                                                                  -------------  -------------   --------------
<S>              <C>                                              <C>            <C>             <C>         
Balance at April 1, 1995                                          $ 28,064,680   $(27,006,309)   $  1,169,496
    Exercise of stock options                                          113,360           --           118,360
    Transfer agent administration error                                   --             --             5,768
    Issuance of common stock under Regulation "S" - Fondo              238,490           --           250,000
    Issuance of common stock under Regulation "S" - Oportunidad        242,000           --           250,000
    Issuance of preferred stock from debenture conversion                 --             --         2,026,580
    Amortization of beneficial conversion feature related
        to convertible debt                                            900,000           --           900,000
    Net loss                                                              --       (5,578,514)     (5,578,514)
                                                                  ------------   ------------    ------------
Balance at March 31, 1996 (carried forward)                       $ 29,558,530   $(32,584,823)   $   (858,310)
                                                                  ------------   ------------    ------------
</TABLE>


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


                                       F-5
<PAGE>


                 Information Management Technologies Corporation
                                   ("IMTECH")
                 Statements of Stockholders' Equity (Deficiency)
                                   (Continued)
                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                                   Class A Common Stock               Preferred Stock    
                                                                ----------------------------------------------------------
                                                                    Shares       Amount           Shares        Amount       
                                                                -------------  -------------    ----------  --------------   

<S>                                                              <C>           <C>               <C>         <C>         
Balance at March 31, 1996 (brought forward)                        3,535,078   $    141,403      2,026,580   $  2,026,580

    Preferred stock dividends                                           --             --          257,520        257,520
    Issuance of common stock for services                             60,000          2,400           --             --   
    Issuance of common stock from debenture conversion -
       Infinity Investors                                          1,883,643         73,346           --             --   
    Issuance of preferred stock from debenture conversion               --             --          250,000        250,000
    Transfer agent administration error                              100,831          6,033           --             --   
    Costs associated with various registrations and private
       placements                                                       --             --             --             --   
    Valuation of investment in securities available for sale            --             --             --             --   
    Amortization of beneficial conversion feature attached to
       12% convertible secured promissory notes                         --             --             --             --   
    Net income                                                          --             --             --             --   
                                                                ------------   ------------   ------------   ------------

Balance at March 31, 1997 (carried forward)                        5,579,552   $    223,182      2,534,100   $  2,534,100
                                                                ------------   ------------   ------------   ------------
</TABLE>


<TABLE>
<CAPTION>


                                                                                                                  Total 
                                                                                Additional                     Stockholders'
                                                                 Unrealized      Paid-in        Accumulated       Equity
                                                                    Gain         Capital          Deficit      (Deficiency)
                                                                ------------   ------------    ------------    ------------
<S>                                                             <C>            <C>             <C>             <C>          
Balance at March 31, 1996 (brought forward)                     $       --     $ 29,558,530    $(32,584,823)   $   (858,310)
    Preferred stock dividends                                           --             --          (257,520)           --
    Issuance of common stock for services                               --           48,000            --            50,400
    Issuance of common stock from debenture conversion -
       Infinity Investors                                               --        2,026,654            --         2,100,000
    Issuance of preferred stock from debenture conversion               --             --              --           250,000
    Transfer agent administration error                                 --           (6,033)           --              --
    Costs associated with various registrations and private
       placements                                                       --         (187,563)           --          (187,563)
    Valuation of investment in securities available for sale       1,774,515           --              --         1,774,515
    Amortization of beneficial conversion feature attached to
       12% convertible secured promissory notes                         --           88,889            --            88,889
    Net income                                                          --             --           446,137         446,137
                                                                ------------   ------------    ------------    ------------
Balance at March 31, 1997 (carried forward)                     $  1,774,515   $ 31,528,477    $(32,396,206)   $  3,664,068
                                                                ------------   ------------    ------------    ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-6
<PAGE>


                 Information Management Technologies Corporation
                                   ("IMTECH")
                 Statements of Stockholders' Equity (Deficiency)
                                   (Concluded)
                For the Years Ended March 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>
                                                                    Class A Common Stock            Preferred Stock    
                                                                ----------------------------------------------------------
                                                                    Shares        Amount         Shares           Amount       
                                                                ------------   ------------   ------------    ------------
<S>                                                             <C>            <C>            <C>             <C>         
Balance at March 31, 1997 (brought forward)                        5,579,552   $    223,182      2,534,100    $  2,534,100
    Preferred stock dividends                                           --             --          270,159         270,159
    Issuance of common stock from preferred stock
       conversion                                                    210,294          8,412       (143,526)       (143,526)
    Costs associated with various registrations                         --             --             --              --   
    Valuation of investment in securities available for sale            --             --             --              --   
    Non-employee compensation expense from stock options

       granted during the year                                          --             --             --              --   
    Amortization of beneficial conversion feature attached to
       12% convertible secured promissory notes                         --             --             --              --   
    Net loss                                                            --             --             --              --   
                                                                ------------   ------------   ------------    ------------
Balance at March 31, 1998                                          5,789,846   $    231,594      2,660,733    $  2,660,733
                                                                ------------   ------------   ------------    ------------
                                                                ------------   ------------   ------------    ------------
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                   Total
                                                                                 Additional                      Stockholders'
                                                                 Unrealized       Paid-in        Accumulated       Equity
                                                                 Gain (Loss)      Capital          Deficit       (Deficiency)
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>         
Balance at March 31, 1997 (brought forward)                     $  1,774,515    $ 31,528,477    $(32,396,206)   $  3,664,068
    Preferred stock dividends                                           --              --          (270,159)           --
    Issuance of common stock from preferred stock
       conversion                                                       --           135,114            --              --
    Costs associated with various registrations                         --          (130,210)           --          (130,210)
    Valuation of investment in securities available for sale      (1,343,684)           --              --        (1,343,684)
    Non-employee compensation expense from stock options
       granted during the year                                          --            62,402            --            62,402
    Amortization of beneficial conversion feature attached to
       12% convertible secured promissory notes                         --           444,444            --           444,444
    Net loss                                                            --              --        (2,312,869)     (2,312,869)
                                                                ------------    ------------    ------------    ------------
Balance at March 31, 1998                                       $    430,831    $ 32,040,227    $(34,979,234)   $    384,151
                                                                ------------    ------------    ------------    ------------
                                                                ------------    ------------    ------------    ------------
</TABLE>


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


                                       F-7
<PAGE>


                 Information Management Technologies Corporation
                                   ("IMTECH")
                            Statements of Cash Flows
                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                          1998            1997         1996
                                                                                      -----------    -----------    ----------- 
<S>                                                                                   <C>            <C>            <C>         
Cash flows from operating activities:

        Net income (loss)                                                             $(2,312,869)   $   446,137    $(5,578,514)

        Adjustments to reconcile net income (loss) to net cash used
            in operating activities:
                Depreciation and amortization                                             865,408        456,579        458,741
                Amortization of consulting fees                                            72,500        183,628         69,000
                Non-employee compensation expense from stock options
                        granted during the year                                            62,402           --             --
                Amortization of beneficial conversion feature related to
                        convertible debt                                                  444,444         88,889        900,000
                Property-in-kind interest paid on 12% convertible
                        secured promissory notes                                           94,800          9,000           --
                Equity in net loss of INSCI Corp.                                            --          158,030      1,452,000
                (Gain) loss from sale of INSCI Corp. stock                               (277,785)    (2,089,020)        73,500
                Provision for doubtful accounts                                            68,143           --           48,115
                Deferred rent                                                             (17,326)        14,183       (200,954)
                Loss from the sale of property and equipment                               47,740           --             --
                Write-off of net assets of discontinued operations                           --             --          185,331
                Changes in assets and liabilities:
                        Accounts receivable                                               (38,927)        75,303      1,177,813
                        Inventory                                                          51,585         21,405         75,390
                        Prepaid expenses and other current assets                         286,109         63,562       (300,873)
                        Deposits and other assets                                           7,716        (16,769)       231,143
                        Accounts payable                                                  413,050         (5,774)       692,673
                        Accrued salaries                                                  (18,955)         1,813        (58,993)
                        Deferred revenue                                                     --         (129,090)      (424,933)
                        Other accrued expenses and current liabilities                   (150,391)      (629,972)       274,327
                                                                                      -----------    -----------    ----------- 
                                Net cash used in operating activities                    (402,356)    (1,352,096)      (926,234)
                                                                                      -----------    -----------    ----------- 

Cash flows from investing activities:
        Capital expenditures                                                             (541,704)      (568,390)       (56,456)
        Net increase in due from affiliate                                                (79,088)      (250,000)          --
        Net increase in due to affiliate                                                  225,288         29,925           --
        Proceeds from the sale of INSCI Corp. stock                                       129,933      2,258,072        331,129
        Proceeds from the sale of property and equipment                                   42,000           --             --
        Repayments by INSCI Corp.                                                            --             --        1,000,000
                                                                                      -----------    -----------    ----------- 
                                Net cash provided by (used in) investing activities      (223,571)     1,469,607      1,274,673
                                                                                      -----------    -----------    ----------- 
Totals carried forward                                                                $  (625,927)   $   117,511    $   348,439
                                                                                      -----------    -----------    ----------- 
</TABLE>


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


                                       F-8
<PAGE>


                 Information Management Technologies Corporation
                                   ("IMTECH")
                            Statements of Cash Flows
                                   (Continued)
                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                              1998            1997            1996
                                                                           -----------    -----------    -----------

<S>                                                                        <C>            <C>            <C>        
Totals brought forward                                                     $  (625,927)   $   117,511    $   348,439
                                                                           -----------    -----------    -----------

Cash flows from financing activities:
        Net borrowings (repayments) under bank credit facility                 925,975       (640,056)      (479,442)
        Financing from bank overdraft                                           90,417           --         (268,881)
        Proceeds from bank issuance of short-term debt
                and options                                                       --             --          176,852
        Net proceeds from issuance of long-term debt                            90,000        900,000      2,340,185
        Repayments of convertible debt                                        (380,000)          --             --
        Repayments of long-term debt                                          (312,457)      (627,328)          --
        Payments of capital lease obligations                                 (382,347)      (345,305)      (529,721)
        Repayment of BNY warrant                                                  --             --         (200,000)
        Cash deposited into a restricted Certificate of
                Deposit account with a bank                                   (504,270)          --             --
        Proceeds from equity placements and the exercise of
                options and warrants                                              --             --          624,128
        Costs associated with equity placements
                and registrations                                             (130,210)      (187,563)          --
                                                                           -----------    -----------    -----------
                             Net cash provided by (used in) financing
                                         activities                           (602,892)      (900,252)     1,663,121
                                                                           -----------    -----------    -----------
Net increase (decrease) in cash and cash equivalents                        (1,228,819)      (782,741)     2,011,560

Cash and cash equivalents, beginning of year                                 1,228,819      2,011,560           --
                                                                           -----------    -----------    -----------
Cash and cash equivalents, end of year                                     $      --      $ 1,228,819    $ 2,011,560
                                                                           -----------    -----------    -----------
                                                                           -----------    -----------    -----------
</TABLE>


                Supplemental Disclosures of Cash Flow Information


<TABLE>

Cash paid during the year for:

<S>                              <C>        <C>        <C>     
        Interest                 $303,717   $ 94,450   $355,852
                                 --------   --------   --------
                                 --------   --------   --------
        Income taxes             $   --     $   --     $ 11,592
                                 --------   --------   --------
                                 --------   --------   --------
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-9
<PAGE>

                 Information Management Technologies Corporation
                                   ("IMTECH")
                            Statements of Cash Flows
                                   (Concluded)
                For the Years Ended March 31, 1998, 1997 and 1996

     Supplemental Disclosures of Non-Cash Investing and Financing Activities

During the fiscal year ended March 31, 1998:

     One holder of the Company's 12% convertible preferred stock elected to
         convert his 143,526 shares of preferred stock into 210,294 shares of
         the Company's Class A Common Stock.

     The Company exchanged 117,000 shares of INSCI Corp. stock for the
         repayment of $200,000 of principal plus interest of the 12%
         convertible secured promissory notes issued in connection with a
         February 1997 private placement.

     The Company negotiated with two of its key vendors to convert $312,660 of
         trade payables into interest bearing installment promissory notes.

     The Company issued stock dividends on its 12% convertible preferred stock
         in the amount of $270,159.

     The Company paid property-in-kind interest of $94,800 on the outstanding
         12% convertible secured promissory notes.

     The Company incurred capital lease obligations of $947,312.

During the fiscal year ended March 31, 1997:

     The holder of the Company's $2,100,000 6% convertible debenture issued in
         March 1996 elected to convert the debt into 1,883,643 shares of Class
         A common stock.

     Holders of the Company's 12% subordinated convertible debentures elected to
         convert $250,000 of debentures into shares of the Company's 12%
         preferred stock.

     The Company repaid a short-term note valued at $51,975 by issuing INSCI
         Corp. stock.

     The Company issued stock dividends on its 12% convertible preferred stock
         in the amount of $257,520.

     The Company paid property-in-kind interest of $9,000 on the outstanding
         12% convertible secured promissory notes.

     The Company incurred capital lease obligations of approximately $144,000.

During the fiscal year ended March 31, 1996:

     The Company issued 171,000 shares of Class A common stock valued at
         $502,000 for services rendered over a three year period.

     The Company negotiated with one of its primary suppliers to convert
         $545,000 of trade payables into a two year interest bearing note.

     Holders of the Company's 12% subordinated convertible debentures elected to
         convert $1,896,000 in debentures into shares of the Company's 12%
         preferred stock.

     The Company incurred capital lease obligations of approximately $405,000.

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

                                      F-10

<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE A  - THE COMPANY

   
(1)      OPERATIONS

    

   
         Information  Management   Technologies   Corporation  (referred  to  as
"IMTECH" or the  "Company") was  incorporated  in 1986 in the State of Delaware.
IMTECH provides graphic  communications to financial  institutions such as banks
and brokerage firms, as well as to medium and large service organizations within
such industries as accounting,  law and finance.  The Company's core business is
the production and subsequent  distribution of time sensitive  printed financial
research,  financial reports and marketing materials.  In addition,  the Company
provides  facility  management  services which include mail room and copy center
management.  The Company's customer base is principally located in New York City
and the surrounding metropolitan area, such as New Jersey, Southeast Connecticut
and Westchester  County. The Company also services clients in Pennsylvania,  the
Midwest,  and as a result of strategic alliances with two New York based service
providers,  in Europe as well (See Note G). The alliances  allow IMTECH to offer
its clients a smooth process of receiving and managing data for print production
and subsequent distribution.

    

         The Company holds an 8% ownership interest in INSCI Corp.  ("INSCI") at
March 31,  1998.  At March 31,  1997 and 1996,  the  Company  held a 16% and 38%
ownership interest in INSCI, respectively. The investment in INSCI was accounted
for under the equity method  through the period when the Company owned more than
20% of the  common  stock in  INSCI.  When  the  Company's  investment  in INSCI
decreased  below  20% the  investment  in INSCI  was  accounted  for  under  the
"Securities  Available For Sale" method as promulgated by Statement of Financial
Accounting Standards ("SFAS") No. 115.


   
(2)      BASIS OF PRESENTATION AND MANAGEMENT'S PLANS
    

   

         The accompanying  financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate the continuation
of  the  Company  as  a  going  concern.  However,  the  Company  has  sustained
substantial losses in two out of the three most recent years (including the year
ended  March 31,  1998) and has  experienced  a  deficiency  in cash  flows from
operations  in each of its last three years.  The Company had a working  capital
deficiency  of  approximately  $1,086,000 as of March 31, 1998.  Management  has
implemented  plans to  perform  strategic  acquisitions  and  obtain  additional
financing  to provide  sufficient  working  capital and other  resources to meet
current obligations as they come due.

         On July 24, 1998,  IMTECH  acquired  all of the issued and  outstanding
common stock of KRL Litho, Inc., d/b/a The Skillcraft Group  ("Skillcraft") from
its principals for an purchase price of $9,000,000.  Skillcraft provides graphic
communications services including financial research report printing, commercial
printing, graphics arts design and various fulfillment services to financial and
commercial  organizations  located primarily in the New York Metropolitan  area.
The  business  combination  will be accounted  for under the Purchase  Method of
accounting as  promulgated  by Accounting  Principles  Bulletin  Opinion No. 16.
"Business  Combinations".  Both IMTECH and  Skillcraft  will operate as separate
divisions under a new consolidated entity known as Skilltech Global Graphics and
Communications, Inc.
("SKILLTECH").


         The Company paid $5,000,000 at closing and issued  promissory  notes to
the sellers in the aggregate  amount of  $4,000,000  payable in forty (40) equal
monthly  installments  of  $100,000,  commencing  in the  fourth  month from the
closing date.
    


                                      F-11

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



NOTE A  - THE COMPANY (Continued)


   
(2)      BASIS OF PRESENTATION AND MANAGEMENT'S PLANS (Continued)

         In  connection  with the purchase of  Skillcraft,  IMTECH  entered into
employment agreements with two key employees of Skillcraft;  Mr. Harold Russell,
former  principal  and  president of  Skillcraft,  who will remain active as the
president of the  Skillcraft  Division of  SKILLTECH,  and Mr.  Jeffrey  Craugh,
Senior Vice  President  of Sales with the  Skillcraft  Division.  Each  contract
extends for a period of  forty-three  (43) months,  and awarded both Mr. Russell
and Mr. Craugh 100,000 and 300,000  options,  respectively,  to purchase Class A
Common Stock of IMTECH at $.9625 per share for a period of five years.

         The Company obtained $5,300,000 as a result of issuing 12% subordinated
convertible   debentures  (the   "Debentures")   for  the  aggregate  amount  of
$4,000,000, and executing a secured promissory note for $1,300,000 borrowed from
General Electric Capital Corporation ("GE"). The Debentures are convertible into
shares of IMTECH Class "A" Common  Stock and bear  interest at a rate of 12% per
annum in addition to providing debenture holders 10% of Skillcraft's profits for
a period of (5) years  commencing  from the date of closing of the  acquisition.
The Debentures  will  automatically  be converted into Class "A" Common Stock at
the end of the five (5) year term unless the  Company  elects to redeem them for
cash. The debenture  holders can elect to convert the Debentures  into shares of
Class "A"  Common  stock at any time  during  the five (5) year term  subject to
certain conversion provisions. Upon conversion, or redemption on the due date of
the  Debentures,  the  debenture  holders will be entitled to receive 10% of the
Company's then outstanding Class "A" Common Stock with anti-dilution protection.
The  Debentures  are  collateralized  by a  subordinated  lien on the  assets of
Skillcraft.

         The  $1,300,000  promissory  note is  payable to GE in sixty (60) equal
monthly  installments of approximately  $28,000 including  interest at a rate of
10.86% through June 2003,  and is secured by a first lien and security  interest
in  certain  production  equipment  of  both  companies,  and a  cross-corporate
guaranty by both IMTECH and Skillcraft.

         Management  believes  that as a result of the  measures  taken to date,
which include the Skillcraft acquisition described above, as well as an increase
in IMTECH's credit line with MTB Bank to $2,500,000, the Company will be able to
generate   sufficient  working  capital  and  cash  flow  to  meet  its  current
obligations  as they become due through the  remainder of the fiscal year ending
March 31, 1999.

    

         The  Company  is  also  in the  process  of  identifying  and  pursuing
additional  potential   acquisition   candidates  to  respond  to  the  changing
environment of the financial  research  printing  industry,  which over the past
year, has witnessed the merger of many of its clients.  The mergers have created
a perception in the financial  research  printing  industry that larger printers
are needed to meet the resulting printing demands.  The creation of the combined
entities  coupled with price cutting by  competitors to garner more market share
has contributed toward IMTECH's operating difficulties. Management believes that
its plans to perform  key  acquisitions  as  discussed  above  will help  IMTECH
survive the changing  market  conditions,  respond to client  mergers and remain
competitive within the industry.



                                      F-12

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The following is a summary of the significant  accounting policies that
have been applied on a consistent  basis in the preparation of the  accompanying
financial statements:

1.   Revenue Recognition

     Revenue is recorded  when  services are  performed or upon  delivery of the
product.

2.   Cash and Cash Equivalents

     The Company  considers all highly  liquid  investments  with  insignificant
     interest  rate risk and an original  maturity of three months or less to be
     cash   equivalents.   The  cash  equivalents  are  carried  at  cost  which
     approximates  fair value.  Cash  equivalents  includes funds deposited in a
     money market account at a financial institution.

   

3.   Inventory

    

     Inventory consists primarily of paper, toner and inks, and is stated at the
     lower of cost (determined by the first-in, first-out method) or market.

4.   Property and Equipment

     Expenditures  for  capital  assets are  recorded at cost.  Depreciation  of
     capital assets is provided to relate the cost of the depreciable  assets to
     operations over their estimated  useful service lives. In that  connection,
     production  equipment,  computer  hardware and software and  furniture  and
     fixtures are depreciated by the straight-line  method over estimated useful
     lives  ranging  from  five  to  seven  years.  Leasehold  improvements  are
     amortized by the straight-line  method over the lesser of the lease term or
     estimated useful lives of the improvements. Major additions and betterments
     are  capitalized  and repairs and  maintenance are charged to operations in
     the period incurred. At the time of disposal of any property and equipment,
     the cost and accumulated  depreciation or amortization are removed from the
     accounts  and any  resulting  gain or loss  is  recognized  in the  current
     period's operations.

5.   Deferred Financing Costs

     Costs incurred to secure  financing  arrangements  are included in deposits
     and other  assets in the  balance  sheets.  The costs,  which  amounted  to
     approximately  $194,000 and $98,000,  net of  accumulated  amortization  of
     approximately   $49,500  and  $38,000  as  of  March  31,  1998  and  1997,
     respectively, are amortized over the life of the related credit facilities,
     which range from 24 to 110 months.

6.   Concentration of Credit Risk

   
     Financial   instruments   which   potentially   expose   the   Company   to
     concentrations  of  credit  risk  consist  primarily  of cash and  accounts
     receivable. The Company maintains cash balances at various banks and places
     its temporary  cash  investments in a liquid asset fund (See Note B-2) with
     one financial institution.  Accounts at the banks and financial institution
     are insured by the Federal  Deposit  Insurance  Corporation  (FDIC) and the
     Securities  Investor  Protection  Corporation  (SIPC)  up to  $100,000  and
     $500,000, respectively.
    

                                      F-13

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
    

     The Company  performs  ongoing  credit  evaluations  of its  customers  and
     records reserves for potentially  uncollectible  accounts  receivable which
     are deemed credit risks as determined by management.  The Company generally
     does  not  require  collateral  for  its  accounts   receivable.   Accounts
     receivable consist of geographically and industry dispersed customers.

7.   Use of Estimates

     The preparation of the financial  statements,  in conformity with generally
     accepted accounting  principles,  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 period. Actual results could differ from those estimates.

   

8.   Fair Value of Financial Instruments
    

     The Company's financial  instruments consist of cash, trade receivables and
     payables and debt  instruments.  The carrying amount of cash and short-term
     instruments  approximates their fair values because of the relatively short
     period  of time  between  the  origination  of the  instruments  and  their
     expected  realization.  The  carrying  amount  of the  debt is based on the
     current market interest rates being paid, and as a result,  it approximates
     fair value.

9.   Impairment of Long-Lived Assets

     In the event  that  facts and  circumstances  indicate  that the cost of an
     asset may be impaired,  an evaluation of recoverability would be performed.
     If an evaluation is required,  the estimated future undiscounted cash flows
     associated with the asset would be compared to the asset's  carrying amount
     to  determine if a write-down  to market or  discounted  cash flow value is
     required.

10.  Convertible Debt

     The beneficial  conversion feature of the outstanding  convertible  secured
     promissory  notes  payable  (See Note F-3) is accounted  for as  additional
     interest  to the  holders  and  amortized  over the period from the date of
     issue through the date the securities first become convertible. This policy
     conforms  to  the  accounting  for  these  transactions  announced  by  the
     Securities and Exchange Commission (`SEC") Staff in March 1997.

11.  Reclassification

     Certain 1996 and 1997 amounts have been reclassified to conform to the 1998
     presentation. Accordingly, preferred stock dividends of $257,520 issued for
     the year ended March 31, 1997 have been reclassified separately on the face
     of the statement of operations.  The  reclassification has no effect on the
     presentation of the Company's financial position or income (loss) per share
     applicable to common stockholders for the period presented.


                                      F-14
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
    

12.  New Financial Accounting Standards

     In June 1997, Statement of Financial Accounting Standards ("SFAS") No. 130,
     "Reporting  Comprehensive  Income" was issued. SFAS No. 130 establishes new
     standards  for  reporting  comprehensive  income  and its  components.  The
     Company  will adopt SFAS No. 130 in the first  quarter of fiscal year ended
     March 31, 1999. The Company expects that the comprehensive  income will not
     differ materially from net income (loss) applicable to common stockholders.


NOTE C - INVESTMENT IN INSCI CORP.

         The Company holds an 8% ownership  interest  (investment) in INSCI, its
former  majority-owned  subsidiary.  The  investment  is accounted for under the
"Securities  Available  For Sale"  method as  promulgated  by SFAS No. 115. As a
result, the investment is carried at fair market value.

   
    

         During the second quarter of fiscal year 1997, the Company sold 703,000
shares of INSCI Corp. stock.  Prior to that sale, IMTECH owned a 38% interest in
INSCI,  whose results were accounted for under the equity  method.  At March 31,
1997 and 1996,  the  Company  had a 16% and a 38%  ownership  interest in INSCI,
respectively.  For the  year  ended  March  31,  1996  INSCI  had net  sales  of
approximately $7,913,000 and a net loss of approximately $1,452,000.

         At March 31, 1998 and 1997,  the carrying  value and estimated  fair 
market value of the Company's  investment in INSCI is as follows:

<TABLE>
<CAPTION>


                                          -----------    -------------
                                             1998            1997
                                          -----------    -------------
           <S>                         <C>            <C>
           Shares                            436,032          636,467
                                          -----------    -------------
           Cost basis                  $       5,201  $         7,593
                                          -----------    -------------
           Market value                $     436,032  $     1,782,108
                                          -----------    -------------
           Unrealized gain             $     430,831  $     1,774,515
                                          -----------    -------------
</TABLE>

   
    


NOTE D - LOAN PAYABLE - BANK

   
         In  November  1997,  IMTECH  (the  "Company")  entered  into a two year
secured credit  arrangement,  which expires in October 1999,  with MTB Bank (the
"Bank").
    

                                      F-15

<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE D - LOAN PAYABLE - BANK (Continued)
    

Under the credit  arrangement,  the  Company  can  borrow up to 80% of  eligible
accounts  receivable  and 35% of eligible  paper  inventory  (up to a maximum of
$50,000),  both of which in the  aggregate  cannot  exceed a total of $1,500,000
(including  $250,000  in  outstanding  letters of  credit) at any one time.  All
outstanding  obligations under the arrangement bear interest at the bank's prime
rate (8.5% at March 31,  1998) plus two percent  (2%).  At March 31,  1998,  the
Company  was  indebted  to  the  Bank  for  outstanding   obligations   totaling
approximately  $926,000.  In  conjunction  with  the  execution  of  the  credit
arrangement, the Company entered into a security agreement which grants the Bank
a security  interest in substantially  all of the assets of IMTECH as collateral
for all indebtedness outstanding under the arrangement.

         In  addition  to  the  collateral  secured  as  part  of  the  security
agreement, the Company also pledged 66,535 shares of INSCI Corp. common stock to
secure payment of all outstanding  obligations under the credit arrangement.  In
connection  with the closing of the credit  arrangement,  the  Company  issued a
warrant to the Bank which  entitles  MTB to  purchase  25,000  shares of Class A
Common  stock at $1.81 per share (the market price of the  underlying  shares on
the date of closing), exercisable until November 2000. Interest paid to the bank
for outstanding  obligations under the credit arrangement during the fiscal year
ended March 31, 1998 amounted to approximately $36,000.

         The credit  arrangement  contains a minimum  tangible  net worth  ("net
worth") covenant of $2,000,000. At March 31, 1998, the Company was in default of
the net worth covenant.  In June 1998, the Bank waived the net worth requirement
as of March 31, 1998.

   
    


NOTE E - CONVERTIBLE DEBT

         At March 31,  1997,  convertible  debt  consisted  of  $380,000  of 12%
subordinated  debentures issued in connection with a private placement which was
completed in January 1996. The debentures  accrued  interest at a per annum rate
of 12% and entitled the holders to convert the debentures plus accrued  interest
into shares of the Company's Class A common stock at a price per share of $1.50.
In January 1998, the Company redeemed the debentures,  and as a result,  none of
the debentures  were converted  into Class A common stock.  Interest  charged to
operations  for the  years  ended  March 31,  1998,  1997 and 1996  amounted  to
approximately $37,000, $46,000 and $9,000, respectively.


   
            [The Remainder of This Page Is Intentionally Left Blank]
    


                                      F-16

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
    

NOTE F - LONG-TERM DEBT


         At March 31, 1998 and 1997, long-term debt obligations consisted of the
following:


<TABLE>
<CAPTION>
                                                          --------------------------------
                                                                     March 31,
                                                          --------------------------------
                                                                 1998            1997

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

           <S>                                            <C>              <C>
           Trade payable conversion notes [1]             $       288,532  $      288,329
           12% convertible secured notes  [2], [3]                884,800         900,000
                                                              ------------    ------------
                                                                1,173,332       1,188,329
           Less:  Current maturities                              266,925         288,329
                                                              ------------    ------------

           Total long-term debt                           $       906,407  $      900,000
                                                              ------------    ------------
</TABLE>


   
    

[1]  In March 1996,  the Company  negotiated  with one of its key  suppliers  to
     convert $545,472 of payables to a two year unsecured installment promissory
     note. The note was payable in twenty-four  monthly  installments of $25,550
     including  interest  at a per annum  rate of  11.5%.  Interest  charged  to
     operations  for the year ended  March 31,  1997  amounted  to  $49,456.  In
     October  1997,  at the request of the  Company,  the terms of the note were
     revised to include additional  outstanding  payables,  and as a result, the
     note became payable in eighteen  installments of $21,892 including interest
     at 16% per annum through April 1999. Interest charged to operations for the
     year ended March 31, 1998 amounted to approximately $34,000.

     In addition,  in July 1997, the Company  negotiated with another of its key
     vendors to convert  approximately  $112,000 of  outstanding  trade payables
     into a one year unsecured installment  promissory note. The note is payable
     in twelve monthly  installments of $9,742 including interest at a per annum
     rate of 8.5%  through June 1998.  The note was  satisfied on June 15, 1998.
     Interest  charged to  operations  for the fiscal  year ended March 31, 1998
     amounted to $4,800.

   
    

   
[2]  In connection with a February 1997 private  placement,  the Company issued 
     convertible secured promissory notes in exchange for proceeds of $1,000,000
     (of which $900,000 was received during fiscal year ended March 31, 1997 and
     the balance of $100,000 was received in May 1997). The notes bear interest
     at a per annum rate of 12%, which at the option of IMTECH, can either be
     paid in cash or in the Company's Class A common stock. The notes are
     secured by a pledge of 500,000 shares of INSCI Corp. stock. The Company had
     the right, under the pledge agreement, to receive the return of 100,000
     shares of the pledged stock in the event it became required in order for
     IMTECH to obtain a credit line or enter into a lease/purchase agreement for
     equipment. In November 1997, the Company exercised that right and received
     the return of 66,535 shares of INSCI Corp. stock which were used to pledge
     as collateral for the outstanding obligations under the credit arrangement
     with MTB Bank (See Note D). In addition, in November 1997, the Company
     received the return of 33,435 shares of INSCI Corp. stock which were sold
     pursuant to Rule 144, and the proceeds were used to purchase equipment.
     Therefore, at March 31, 1998, 369,497 shares of INSCI Corp. stock remain as
     collateral pledged against the notes.
    


                                      F-17

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------




   
NOTE F - LONG-TERM DEBT (Continued)


[2]  (Continued)


The  notes can be  converted  into Class A common  stock of the Company at a 40%
     discount  to  the  previous  five  day  average  closing  price,  prior  to
     conversion,  subject to certain conversion  limitations as set forth in the
     placement  memorandum.  The right of  conversion  permits  the  holders  to
     convert up to a maximum of 10% of their  note  holdings  in any month for a
     period of three  years  from the  effective  date of  registration  for the
     shares of Class A common stock  underlying the notes. In December 1997, the
     Company  filed a Form S-3  Registration  Statement in  accordance  with the
     Securities Act of 1933,  which was amended in January 1998 and again on May
     14, 1998 (See Note O). The notes will be automatically converted at the end
     of the three year  conversion  period.  In addition,  each $1.00  principal
     amount of the notes  entitles  the holders to one  warrant to purchase  one
     share of IMTECH's  Class A common  stock at a 40%  discount to the previous
     five day average  closing  price prior to the  conversion  of the warrants.
     Paid-in-kind  interest  charged to operations  for the year ended March 31,
     1998 and 1997 amounted to $94,800 and $9,000, respectively.  In August 1997
     the Company exchanged 117,000 shares of INSCI Corp. stock for the repayment
     of  $200,000  of  principal,  plus  interest,  of the  convertible  secured
     promissory notes.

[3]  In an Emerging Issues Task Force ("EITF") meeting  sponsored by the 
     Financial Accounting Standards Board, held on March 13, 1997, the
     Securities and Exchange Commission ("SEC") announced their position on the
     accounting for the issuance of convertible debt securities with a
     nondetachable conversion feature that is "in-the-money" at the date of
     issue. Those securities are usually convertible into common stock at the
     lower of a conversion rate fixed at the date of issue or a fixed discount
     to the common stock's market price at the date of conversion, creating a
     "beneficial conversion feature". The SEC's position is that the beneficial
     conversion feature should be recognized and measured by allocating a
     portion of the proceeds equal to the intrinsic value of that feature to
     additional paid-in capital. The amount is calculated at the date of issue
     as the difference between the conversion price and the fair value of the
     common stock into which the security is convertible. The discount resulting
     from the allocation of the proceeds, in effect, increases the interest rate
     of the security and should therefore be amortized as a charge to interest
     expense over the period from the date the security is issued to the date it
     first becomes convertible. The beneficial conversion feature of the
     convertible secured promissory notes above is accounted for as additional
     interest expense, and as a result, such interest charged to operations for
     the years ended March 31, 1998 and 1997 amounted to approximately $444,000
     and $89,000, respectively.


         As of March 31, 1998, maturities of long-term debt are as follows:
    

<TABLE>
<CAPTION>
           ------------------
              Year Ending
               March 31,
           ------------------   
                 <S>             <C>
                 1999            $       266,925
                 2000                     21,607
                 2001                     -
                 2002                    884,800
                                     ------------
                                 $     1,173,332
                                     ------------
</TABLE>

                                      F-18

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



NOTE G - RELATED PARTY TRANSACTIONS

   
    


DUE FROM (TO) AFFILIATES

         IMTECH is party to a  consulting  agreement  with Blitz  Systems,  Inc.
("Blitz"),  a company owned 100% by the Chief Executive Officer of IMTECH. Blitz
is a computer systems  consulting firm specializing in developing total business
solutions for all business management  systems.  During the year ended March 31,
1998, the Company renewed the agreement for an additional year (November 1, 1997
through  October 31,  1998),  at a cost to IMTECH of $40,000 per month.  Blitz's
responsibilities  under the contract are to  reengineer,  reorganize and run the
day-to-day  operations of IMTECH's  data  processing  department.  Specifically,
Blitz provides extensive  technical support for many of IMTECH's clients on-site
and is responsible for analyzing,  designing and developing  customized database
systems as required by the  management  of IMTECH.  Fees paid to Blitz under the
contract,  which include costs for systems hardware and software,  for the years
ended March 31, 1998 and 1997 amounted to  approximately  $602,000 and $489,000,
respectively.

         In December  1996,  IMTECH  provided Blitz with a loan in the amount of
$250,000.  On  April  30,  1997,  Blitz  commenced  payment  of the  loan  on an
installment  basis over a forty-eight month period at $6,162 per month including
interest at 8.5%, through March 2001.

         During the fiscal year ended March 31, 1998, IMTECH performed  printing
services for Blitz which  amounted to  approximately  $101,000 of  revenues.  At
March 31, 1998, the $101,000 remains unpaid.

         The Company is party to a service agreement with Research  Distribution
Services,  Inc.  ("RDS"),  a company in which the CEO of IMTECH is the  majority
stockholder with controlling  interest.  Under the agreement,  RDS is to provide
mailing list database management,  fulfillment,  mailing and related services to
IMTECH for a period of one year (January 1, 1998 through December 31, 1998) at a
monthly minimum cost of $22,500 (based on minimum average  fulfillment levels as
stipulated  in the  agreement).  Total  fees  under  the  agreement  charged  to
operations  for the years ended March 31, 1998 and 1997 amounted to $270,288 and
$67,500,  respectively.  At March 31, 1998, total fees unpaid and owed to RDS by
IMTECH amounted to $255,213.

   
    


OTHER

         In  September  1997,  the  Company  received  proceeds of $125,000 as a
result  of a loan from an  individual  who  performed  consulting  services  for
IMTECH,  and was also a member of the Board of  Directors.  The loan,  which was
paid in full in November 1997 plus accrued interest of $2,792, was unsecured and
bore interest at a per annum rate of 12%.

         The same individual, in January 1998, loaned IMTECH the sum of $200,000
for working capital purposes.  The loan is evidenced by an unsecured  promissory
note which bears interest at 12% per annum.  In addition,  the Company sold this
individual 50,000 shares of INSCI Corp. stock for proceeds of $50,000, also used
for  working  capital  purposes.  In March 1998,  the  individual  resigned  his
position as a member of the Board of Directors.

                                      F-19

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE H - CAPITAL LEASE OBLIGATIONS

         The Company is the lessee of various high speed  duplicating  equipment
under noncancellable  capital leases expiring in various years through 2002. The
assets and liabilities under the capital leases are recorded at the lower of the
present value of the minimum  lease  payments  (based on interest  rates ranging
from 9% to 26%) or the fair value of the assets. The assets are depreciated over
the lower of their related lease terms or their estimated  productive lives (See
Note B-4).  At March 31, 1998 and 1997,  the book value of the  equipment  under
capital leases was approximately $1,309,000 and $901,000, respectively.

         Minimum future lease payments under capital leases as of March 31, 1998
and for each of the next five years and in the aggregate are as follows:

<TABLE>
<CAPTION>
           ----------------------------
                   Year Ending
                    March 31,
           ---------------------------- 
                      <S>                                                 <C>
                      1999                                                $       469,251
                      2000                                                        360,911
                      2001                                                        243,274
                      2002                                                         96,675
                      2003                                                         22,501
                                                                              ------------
           Total minimum lease payments                                         1,192,612
           Less:  Amount representing interest                                    214,463
           Less:  Current portion                                                 363,795
                                                                              ------------
           Present value of long-term capital lease obligations           $       614,354
                                                                              ------------
</TABLE>

   
    


         During the fiscal year ended March 31,  1998,  the Company  deposited a
sum of $504,270 into a Certificate of Deposit account ("CD") with a bank. The CD
is  maintained  as collateral  for the  Company's  obligation  under a lease for
production  equipment.  According to the terms of the CD, the funds may be drawn
by the Company in accordance with the following schedule:

   

<TABLE>
           ---------------------------------- --- ------------
                                                   Available
                     Maturity Date                    for
                                                    Release
           ---------------------------------- --- ------------

           <S>                                <C>
           September 30, 1999                 $       126,068
           September 30, 2000                         378,202
                                                  ------------
           Total cash - restricted                    504,270
           Less:  Current portion                     126,068
                                                  ------------
           Cash - restricted - long-term      $       378,202
                                                  ------------
</TABLE>

    
                                      F-20
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------




NOTE I - OPERATING LEASE

         The Company leases its executive and regional service center facilities
(approximately  32,000 square feet) in a building located at 130 Cedar Street in
New York City,  under a  noncancellable  lease expiring in July 2003. The rental
payments  under the lease are subject to annual  cost of living and  maintenance
increases.  Rent  expense  charged to  operations  for the years ended March 31,
1998, 1997 and 1996 amounted to approximately  $500,000,  $494,000 and $629,000,
respectively.  In June 1995, the Company renegotiated the terms of the lease for
130 Cedar  Street to reflect  the  return of 20,000  square  feet of  previously
occupied  space. A lease buyout  agreement was executed which required IMTECH to
pay a fixed fee of approximately $377,000 in full satisfaction of the previously
leased space.

         Generally accepted  accounting  principles require that rental payments
under a  noncancellable  lease with  scheduled rent increases be recognized on a
straight-line  basis over the lease  term.  As a result,  rent  expense has been
increased  or  decreased  for the years ended March 31,  1998,  1997 and 1996 to
reflect the  difference  between  the actual  rent paid versus the rent  expense
adjusted  for  the   straight-lined   rent.   Consequently,   deferred  rent  of
approximately  $365,000 and $383,000  representing  pro-rata  future payments is
reflected  in the  accompanying  balance  sheets as of March 31,  1998 and 1997,
respectively.

   
    

         Minimum future rental payments under the noncancellable operating lease
as of March 31, 1998 are as follows:

<TABLE>
<CAPTION>
           -------------------------
             For the Year Ending
                  March 31,
           -------------------------
                     <S>                <C>
                     1999               $      512,000
                     2000                      528,000
                     2001                      544,600
                     2002                      561,800
                     2003                      579,800
                     2004                      195,300
                                           ------------
                                        $    2,921,500
                                           ------------
</TABLE>



   

NOTE J - INCOME TAXES

    

         Deferred  income  tax  assets  and  liabilities  are  computed  as  the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  that will  result in  taxable or  deductible  amounts in the future
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to be realized.


                                      F-21
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE J - INCOME TAXES (Continued)
    

         At March 31, 1998,  the Company has net  operating  loss  carryforwards
("N.O.L.'s")  totaling $16,111,000  available to offset future federal and state
taxable income through 2013 as follows:

<TABLE>
<CAPTION>

                                        ---------------     ------------
                                           N.O.L.'s          Expiring
                                        ---------------     ------------
               March 31,
                 <S>                 <C>                       <C>
                 1989                $       2,398,000         2004
                 1990                        2,405,000         2005
                 1991                        1,407,000         2006
                 1992                        1,628,000         2007
                 1995                        1,188,000         2010
                 1996                        4,502,000         2011
                 1998                        2,583,000         2013
                                        ---------------
                                     $      16,111,000
                                        ---------------
                                        ---------------
</TABLE>


   
    


         The Tax  Reform  Act of  1986  enacted  a  complex  set of  regulations
limiting the  utilization of net operating loss  carryforwards  to offset future
taxable income following a corporate  "ownership  change." The Company's ability
to utilize its net operating loss carryforwards would, in general, be limited if
there is a change in ownership in excess of fifty  percent  (50%).  Although the
Company  has not  performed  a  detailed  study,  it does  not  believe  that an
ownership change has taken place.

         In 1997 the  Company  utilized  approximately  $446,000  of N.O.L.'s to
reduce  taxable  income  to zero.  Accordingly,  the  Company  did not  record a
provision  for income taxes for the year ended March 31, 1997.  The tax benefits
resulting from the N.O.L.'s have been fully  reserved  because the likelihood of
their realization could not be determined.

   

NOTE K - COMMON STOCK

    

         In May  1995,  with  the  approval  of its  shareholders,  the  Company
recorded a four-for-one reverse stock split of IMTECH's Class A common stock. In
addition,  the shareholders approved an increase in the par value of the Class A
common  stock  from $.01 to $.04.  The  number of  shares  authorized  under the
Company's stock option plans, as stated in Note M, decreased.  Accordingly,  all
references to the number of shares outstanding have been adjusted for all of the
periods presented to give effect to the aforementioned reverse stock split.

         In November 1995, the Company  entered into a loan  arrangement  with a
foreign entity known as Fondo De Adquisciones E Inversiones  Internationales XL,
S.A.  ("Fondo"),  whereby  Fondo loaned  IMTECH the sum of $250,000,  which bore
interest at a per annum rate of 15%, in exchange for a convertible  subordinated
debenture. In December 1995, in accordance with the terms of the loan agreement,
Fondo  converted the debenture into shares of the Company's Class A common stock
at a per share price of $.875. As a result of the conversion,  285,750 shares of
IMTECH Class A common stock were issued under  Regulation  "S" of the Securities
Act.


                                      F-22

<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE K - COMMON STOCK (Continued)
    

         In January  1996,  holders  of options  issued as a result of a January
1995 loan-option  agreement exercised 125,000 options to purchase 125,000 shares
of the Company's Class A common stock at an exercise price of $.04 per share.

         In January 1996,  the Company sold 200,000 shares of its Class A common
stock for total proceeds of $250,000 ($1.25 per share price), to a company known
as C.A.  Opportunidad  S.A.  under the rules of Regulation "S" of the Securities
Act.

         In March 1996, the Company  issued a two year 6% convertible  debenture
in  exchange  for  $2,100,000.  The  debenture  was  issued to a company  called
Infinity  Investors Ltd.  ("Infinity"),  under  Regulation "S" of the Securities
Act, and it entitled  Infinity to convert the debenture  principal  plus accrued
interest  into  Class A common  stock of the  Company at a 30%  discount  to the
market  based on a five day  average  trading  price at the time of  conversion.
During the fiscal  year ended  March 31,  1997,  the  debenture  was  completely
converted,  and as a result,  the  Company  issued  1,833,643  shares of Class A
common stock at an average per share price of $1.15.

         During the fiscal year ended March 31,  1997,  the Company  issued  
60,000  shares of its Class A common stock in exchange for promotional services 
valued at $50,400.

   
    

         In March 1998,  one holder of the Company's 12%  convertible  preferred
stock elected to convert his shares of preferred stock. As a result, the Company
issued  210,294  shares of Class A common stock at a conversion  price of $.6825
per  share  (which  according  to the  terms of the  preferred  stock  offering,
represents 70% of the average  closing price of the Class A common stock for the
twenty days prior to the date of conversion).


NOTE L - 12% CONVERTIBLE PREFERRED STOCK

         During 1992, the Company issued  $2,301,000 in subordinated  debentures
(the  "debentures")  to a group of debenture  holders  with  interest at 10% per
annum.  The debentures  were due and payable in 1995.  Thereafter,  in 1995, the
Company entered into an exchange offering with the debenture holders wherein the
Company  issued 12%  Convertible  Preferred  Stock  ("Preferred  Stock") to each
debenture holder for an aggregate of 2,301,000 shares of Preferred Stock.

         The terms of the  Preferred  Stock were approved by  shareholders.  The
Preferred  Stock  received  by  debenture  holders  provided  for the payment of
interest  at 12% per  annum  in  addition  to the  right to  convert  a share of
Preferred  Stock into a share of Class A common  stock of the  Company at 70% of
the 20-day average trading market price of the Company's Class A common stock at
the time of the conversion.  Additionally,  preferred  stockholders were granted
cost-free  registration  rights with respect to the underlying shares of Class A
common stock.

   
         The terms of the Preferred  Stock  further  provided that holders could
only convert a percentage of the aggregate of their  Preferred Stock until April
20,  1998 and,  thereafter,  for a period of 180 days until  October  31,  1998,
holders of the Preferred  Stock have a right to convert 100% of their  Preferred
Stock that was not as yet converted into shares of Class A common stock.
    

                                      F-23


<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE L - 12% CONVERTIBLE PREFERRED STOCK (Continued)
    

As of  March  31,  1998,  the  shares  of Class A common  stock  underlying  the
Preferred Stock were not registered in accordance with the terms of the exchange
offering.  As a result,  the holders of the Preferred  Stock have been unable to
exercise their conversion  rights and obtain registered shares of Class A common
stock of the Company.

         On  December  23,  1997,  the  Company  filed with the  Securities  and
Exchange  Commission a Form S-3  Registration  Statement in accordance  with the
Securities Act of 1933 for the purpose of registering all of the Company's Class
A common stock which will be offered for sale or resale (not eligible under Rule
144) and all other  shares  issuable  upon  exercise  or  conversion  of certain
options,  warrants,  convertible debt and the conversion of the Preferred Stock.
Amendments to the Form S-3  Registration  have been filed  subsequently  on both
January 14, 1998 and May 14, 1998;  however,  the  registration has not yet been
declared effective.

         Additionally,  as a result  of the  change  in the Rule 144 and  144(k)
exemption regulations,  the preferred stockholders may qualify for the exemption
under Rule 144 depending upon each preferred shareholder's  qualification status
with  respect  to an  exemption  under  either  of  these  rules.  One of the 23
preferred  stockholders  qualified  for the  exemption  under Rule 144(k) and on
March 15, 1998, that holder elected to convert his shares of preferred stock.

   
    

NOTE M - STOCK OPTIONS

NON-QUALIFIED STOCK OPTION PLAN

         In  August  1987,  the  Board  of  Directors  approved  and  adopted  a
Non-Qualified  Stock  Option  ("NQSO")  Plan.  Under the NQSO Plan,  individuals
determined  to be key  persons on whom the  Company  relies  for the  successful
conduct of its  business,  as  determined  by the  Compensation  Committee  (the
"Committee"),  are granted  options to purchase  IMTECH's  Class A Common Stock.
There are 4,000,000 shares reserved for grant under the NQSO Plan.

         The exercise prices of the options  granted under the NQSO Plan,  which
are determined by the Committee in its sole discretion, may not be less than the
par value of the shares, or fifty percent of the fair market value of the shares
on the dates of grant.  The Committee  also  determines  the time periods during
which the NQSO's may be exercised, although in no event shall any NQSO's have an
expiration  date later  than ten (10)  years  from the date of its grant.  As of
March 31, 1998, options to acquire a total of 2,331,933 shares of Class A Common
Stock were  outstanding  or approved for grant under the NQSO Plan,  at exercise
prices ranging from $.74 to $9.88 per share.

INCENTIVE STOCK OPTION PLAN

   
         In  August  of 1987,  the  Board of  Directors  adopted  the  Company's
Incentive Stock Option ("ISO") Plan. The ISO Plan allows the Company to grant to
employees determined to be key personnel by management,  incentive stock options
under the  guidelines of Section 422 of the Internal  Revenue Code.  The Plan is
available to all of the  Company's  employees,  including  officers and employee
directors,  and is intended to be used by  management  to attract and retain key
employees.
    


                                      F-24

<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


   
NOTE M - STOCK OPTIONS (Continued)

INCENTIVE STOCK OPTION PLAN (Continued)
    

The ISO Plan is administered by the Committee,  who establishes the terms of the
options granted  including their exercise prices,  the dates of grant and number
of shares subject to options.  The exercise prices of all of the options granted
under the ISO Plan must be equal to no less  than the fair  market  value of the
Class A Common Stock on the date of grant,  and the terms of the options may not
exceed ten years.  3,000,000  shares of IMTECH Class A Common Stock are reserved
under the ISO Plan for grant.

         For any employee/stockholder who may own more than 10% of the Company's
outstanding  voting shares, the exercise price of options received under the ISO
Plan  must be at least  equal to 110% of the fair  market  value of the  Class A
Common  Stock on the date of grant,  and the term of the options must not exceed
ten  years.  As of March 31,  1998,  options  to  purchase  2,333,750  shares of
IMTECH's Class A common stock were  outstanding and approved for grant under the
ISO Plan at exercise prices ranging from $1.18 to $6.75 per share.

DIRECTORS OPTION PLAN

         In October 1988,  the Board of Directors  adopted the Directors  Option
("DO") plan,  which was authorized by the stockholders on December 19, 1988, and
was subsequently  amended in October 1992. The purpose of the DO plan is to help
IMTECH retain the services of qualified  non-officer or non-employee  directors,
who are considered essential to the business progress of the Company.  Under the
DO  plan,  options  are  granted  only on the date of the  annual  stockholders'
meeting  held once  every  calendar  year.  A total of  1,500,000  shares of the
Company's Class A common stock has been reserved for grant under the DO plan. At
March 31, 1998, there were no options outstanding under the DO plan.


   
            [The Remainder of This Page Is Intentionally Left Blank]
    


                                      F-25
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

NOTE M - STOCK OPTIONS (Continued)

The following  summarizes  the activity of the stock options for the three years
ended March 31, 1998 (in ,000):

<TABLE>
<CAPTION>
                                      ------------------------ ------------------------- --------------------------
                                               NQSO                      ISO                        DO

                                      ------------------------ ------------------------- --------------------------
                                                   Weighted                  Weighted                  Weighted
                                       Number      Average       Number      Average       Number       Average
                                         of        Exercise        of        Exercise        of        Exercise
                                       Options    Price Per     Options     Price Per     Options      Price Per
                                                    Share                     Share                      Share
                                       (,000)        ($)         (,000)        ($)         (,000)         ($)
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
<S>                                   <C>        <C>           <C>         <C>           <C>         <C>
Outstanding at April 1, 1995                221          9.43         468          4.28          15           3.13
    Granted                               1,219          2.21         801          2.36           -              -
    Canceled                                -              -          -               -           -              -
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
Outstanding at March 31, 1996             1,440          3.32       1,269          3.07          15           3.13
    Granted                                 350          1.68       1,125          1.24           -              -
    Canceled                                -               -       (125)          1.88        (15)           3.13
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
Outstanding at March 31, 1997             1,790          3.00       2,269          2.23           -              -
    Granted                               1,255          1.12         500          1.18           -              -
    Canceled                              (713)          4.33       (435)          4.25           -              -
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------

Outstanding at March 31, 1998             2,332          1.58       2,334          1.63           -              -
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------

Exercisable at March 31, 1998             1,688          1.52       1,684          1.52           -              -
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------

Weighted average fair value of
    options granted during the            $ .17                     $ .03                         -
    year
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------
------------------------------------- ---------- ------------- ----------- ------------- ----------- --------------

Weighted average remaining
    life of options granted                   5 years                  2 years                       -
    during the year

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


STOCK-BASED COMPENSATION

         During the fiscal year ended March 31, 1997,  the Company  adopted SFAS
No. 123, "Accounting for Stock-Based  Compensation".  The pronouncement requires
entities to recognize as  compensation  expense over the vesting period the fair
value of  stock-based  awards on the date of grant.  Alternatively  SFAS No. 123
allows  entities to continue to apply the  provisions  of APB No. 25 and provide
pro forma net  income and pro forma  income  (loss)  per share  disclosures  for
employee stock option grants made from 1995 forward as if the  fair-valued-based
method defined in SFAS No. 123 had been applied.


                                      F-26
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE M - STOCK OPTIONS (Continued)

STOCK-BASED COMPENSATION (Continued)

The Company has elected to adopt the disclosure-only provisions of SFAS No. 123,
and as  described  above,  continues  to apply APB No. 25 to  account  for stock
options.  Accordingly,  compensation  expense is  recognized  for stock  options
granted only to the extent that the quoted market price of the Company's Class A
common  stock on the date of grant  exceeds the  exercise  price of the options.
During the fiscal year ended  March 31,  1998,  the  Company  granted a total of
1,255,000 of stock  options under the NQSO Plan to  non-employees.  As a result,
non-employee  compensation  expense  of  approximately  $62,000  was  charged to
operations during 1998. In addition, during 1998, the Company granted a total of
500,000 stock options under the ISO Plan, all granted with exercise prices equal
to the quoted market price of the Class A common stock on the date of grant.

         Had  compensation  expense been  determined as provided in SFAS No. 123
for stock options using the  Black-Scholes  option pricing model,  the pro forma
effect would have been:

<TABLE>
<CAPTION>
                                                                           ------------------------------------------------
                                                                                    For the Years Ended March 31,
                                                                           ------------------------------------------------
                                                                                1998            1997             1996
                                                                           --------------- ---------------- ---------------
           <S>                                                             <C>                <C>           <C>
           Net income (loss) applicable to common shares -  as reported    $ (2,583,028)      $ 188,617     $ (5,578,514)
           Net income (loss) applicable to common shares - pro forma          (2,740,613)      (560,483)       (6,059,414)
           Net income (loss) per common share - as reported                    (.46)             .04            (1.77)
           Net income (loss) per common share - pro forma                      (.49)            (.11)           (1.93)

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


         The fair value of each option grant is  calculated  using the following
weighted average assumptions:

<TABLE>
<CAPTION>
                                                                                -------------------------------------------
                                                                                      For the Years Ended March 31,
                                                                                -------------------------------------------
                                                                                    1998           1997          1996
                                                                                -------------- ------------- --------------
           <S>                                                                     <C>            <C>            <C>
           Expected life (in years)                                                   5             5              5
           Interest rate                                                            5.83%         6.01%          5.86%
           Volatility                                                              36.13%          287%          286%
           Dividend yield                                                             -             -              -

</TABLE>


NOTE N - MAJOR CUSTOMERS

         During the years ended March 31, 1998, 1997 and 1996,  sales to the two
largest customers of the Company accounted for approximately 40%, 38% and 39% of
total revenues,  respectively. At March 31, 1998, 1997 and 1996, the two largest
customers of the Company had accounts  receivable  balances in the  aggregate of
approximately $441,000, $156,000 and $120,000, respectively.


                                      F-27
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE O - COMMITMENTS AND CONTINGENCIES

EMPLOYEE BENEFIT PLANS

         The Company  sponsors a 401(k) plan  covering  all  eligible  employees
(personnel with twelve consecutive months of service). Employer contributions to
the plan are  based on the  discretion  of  management.  Employees  can elect to
contribute  up to a maximum  of 15% of their  salaries  to the  plan.  Since its
inception,  IMTECH  has not made any  contributions  to the  plan,  matching  or
otherwise.

REGISTRATION RIGHTS

         The  Company  has  granted,   without  cost,   demand  and  "piggyback"
registration  rights  with  respect  to  the  Company's  Class  A  common  stock
underlying certain warrants,  options,  notes and preferred stock  (collectively
known as  "convertible  securities")  issued or issuable  to certain  holders of
convertible securities of the Company.

EMPLOYMENT AGREEMENTS

         In December  1996,  the Board of Directors  appointed  Matti Kon as the
Company's Chief  Executive  Officer.  Consequently,  the Company entered into an
employment  agreement  with Mr. Kon which  provides for a base annual  salary of
$200,000  plus an  incentive  bonus equal to 20% of  operating  income,  up to a
maximum of $500,000.  The agreement had an initial one year term and awarded Mr.
Kon 500,000  options to purchase  500,000 shares of the Company's Class A common
stock at an exercise  price of $1.18 per share as a signing  bonus.  The options
vested  after one year of service and expire in  December  1998.  The  agreement
further  provides that Mr. Kon has the right to devote his time and attention to
his other business interests. In January 1998, the Board of Directors elected to
renew Mr. Kon's  contract for an  additional  two year period  through  December
1999.  Consequently,  Mr.  Kon was  awarded  an  additional  500,000  options to
purchase  500,000  shares  of the  Company's  Class A Common  stock at $1.18 per
share.  The  additional  500,000  options vest after the completion of Mr. Kon's
second year of service and are exercisable for one year following that date.

         The Company has entered into an  employment  agreement  with Mr. Joseph
Gitto, its President and Chief Financial Officer.  The agreement,  as amended in
July 1997,  expires in December  1999 and  provides for an annual base salary of
$180,000. In addition,  Mr. Gitto is entitled to an incentive bonus equal to 15%
of operating  income,  up to a maximum of $150,000.  At the time of the original
agreement,  Mr. Gitto was awarded 600,000 options to purchase  600,000 shares of
the  Company's  Class A Common  stock at exercise  prices  ranging from $1.25 to
$1.88 per share.  The options  vest over a three year period and expire in April
2000.

OTHER

         In  November  1995,  the  Company  entered  into a three  year  service
agreement with  Corporate  Relations  Group,  Inc.  ("CRG"),  whereby CRG was to
provide IMTECH with promotional and brokerage  communication services related to
the marketing of the Company's stock. As consideration for its services,  IMTECH
was to pay CRG the sum of  $300,000  or  171,000  shares of the  Company's  free
trading Class A common stock plus 500,000 options to purchase  500,000 shares of
Class A common  stock at exercise  prices  ranging from $1.75 to $3.06 per share
for a period of five years.


                                      F-28
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE O - COMMITMENTS AND CONTINGENCIES (Continued)


OTHER (Continued)

         The  Company  elected to pay CRG by issuing  171,000  shares of Class A
common  stock.  The Company made an initial  payment to CRG of 92,250  shares of
freely  traded  Class A common  stock  which  IMTECH  borrowed  from a number of
shareholders.

         The Company repaid the shareholders by making cash interest payments at
a rate of 10% per annum,  in addition to making cash  payments  for the borrowed
shares. The balance of the 78,750 shares was not remitted to CRG. CRG asserted a
claim for the balance of the shares.  The Company has  disputed  the claim based
upon the position that CRG did not perform  under the  provisions of the service
contract.  The Company is  currently  considering  instituting  legal  action to
recover the shares of stock and to seek punitive damages from CRG.

NOTE P - EARNINGS (LOSS) PER SHARE

         In December 1997, the Company adopted Statement of Financial Accounting
Standards  ("SFAS")  No. 128,  "Earnings  Per Share".  Under SFAS No. 128 public
companies and entities with complex  capital  structures are required to present
basic and diluted EPS on the face of the income statement. SFAS No. 128 replaces
the  presentation  of  primary  EPS with a  presentation  of basic  EPS and,  if
applicable, diluted EPS. Basic EPS excludes dilution and is computed by dividing
income available to Class A Common stockholders by the  weighted-average  number
of Class A Common shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
Class A Common stock are  exercised or converted  and the  resulting  additional
shares are dilutive (their inclusion decreases the amount of EPS). The effect on
earnings  (loss)  per  share of the  Company's  outstanding  stock  options  and
warrants,  convertible  debentures and notes and preferred stock is antidilutive
for all periods  presented and therefore not included in the  calculation of the
weighted-average number of Class A Common shares outstanding.

NOTE Q - DISCONTINUED OPERATIONS

         During the fiscal year ended March 31, 1995,  the Company  discontinued
its Litigation Support Services division, which generated sales of approximately
$1,563,000  and recorded a net loss of  approximately  $1,773,000 for that year.
The discontinued division wound down its operations during the fiscal year ended
March  31,  1996,  and as a  result,  the  Company  recorded  a final  charge of
approximately $391,000 to write off the remaining assets.

NOTE R - OTHER COSTS

         In the third  quarter of fiscal year ended March 31,  1997,  management
adopted a formal  plan to  restructure  IMTECH's  work  force and  redeploy  the
operating  assets  of the  Company.  Management's  intentions  were to make  the
Company operate more efficiently and remain competitive in the research printing
market. In accordance with the restructuring plan, the Company recorded a charge
of $550,000 for the year ended March 31, 1997 to account for the costs  incurred
to reorganize the work force and redeploy the production  equipment,  summarized
as follows:


                                      F-29
<PAGE>


                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                 Information Management Technologies Corporation
                                   ("IMTECH")
                          Notes to Financial Statements

                          March 31, 1998, 1997 and 1996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


NOTE R - OTHER COSTS (Continued)


<TABLE>
<CAPTION>

           ------------------------------------- -------------
           <S>                                   <C>
           Severance payments                    $    259,000
           Payroll taxes and benefits                  77,000
           Consulting fees                            131,000
           Asset redeployment costs                    83,000
                                                    ----------
                                                 $    550,000
                                                    ----------

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

NOTE S - PROPOSED ACQUISITION

   
         The Company has signed a letter of intent to purchase all of the issued
and outstanding common stock of Research Distribution Services,  Inc. ("RDS"), a
New York based provider of intelligent  fulfillment and distribution services to
the research report production industry.
    


                                      F-30
<PAGE>

                 Information Management Technologies Corporation

                                   ("IMTECH")

                                   Schedule II

                        Valuation and Qualifying Accounts

                For the Years Ended March 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>

               Column  A                      Column  B            Column  C          Column  D    Column  E
               ----------                     ---------            ---------          ---------    ---------
                                                                  Additions

                                                           -------------------------
                                                              [1]             [2]

                                              Balance at   Charged to     Charged to   Deductions-   Balance
           Description                        Beginning    Costs and        Other       Describe         at
                                              of  Year      Expenses       Accounts-                 End of Year

                                                                           Describe

------------------------------------          --------      --------      ----------   --------      --------
                                                                                         [a]
<S>                                            <C>           <C>           <C>          <C>           <C>     
Allowance for doubtful accounts:

        Year ended March 31, 1998              $ 36,800      $ 82,373      $  --        $ 20,009      $ 99,164
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------
        Year ended March 31, 1997              $104,500      $ 34,660      $  --        $102,360      $ 36,800
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------
        Year ended March 31, 1996              $ 56,385      $209,850      $  --        $161,735      $104,500
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------

Accumulated amortization of cost in excess of net assets acquired:

                Year ended March 31, 1998      $   --        $   --        $  --        $   --        $   --
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------
                Year ended March 31, 1997      $255,059      $   --        $  --        $255,059      $   --
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------
                Year ended March 31, 1996      $255,059      $   --        $  --        $   --        $255,059
                                               --------      --------      ---------    --------      --------
                                               --------      --------      ---------    --------      --------

</TABLE>

[a]  Represents amounts written off during the year.

                                      F-31

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS


         The following exhibits are filed as part of, or incorporated by
reference into, this report on Form 10-K, as indicated below (footnote
explanations are at end of index):

3.1      Certificate of Incorporation of the Company, as filed on December 24,
         1986, amended October 16, 1987, amended July 20, 1989 and as amended
         December 14, 1989.(11)

3.2      Certificate of Incorporation of the Company as amended June 13, 1995
         and amended June 28, 1995.(20)

3.3      Certificate of Incorporation of the Company as amended November 30,
         1995.(46)

3.4      Bylaws of the Company.(1)

4.1      Unit Purchase Option for 46,300 units, dated April 6, 1988, issued to
         D.H. Blair & Co., Inc.(8)

4.2      Unit Purchase Option for 32,000 units, dated April 5, 1988, issued to
         Parliament Hill Capital Corp.(8)

4.3      Unit Purchase Option for 500 units, dated April 6, 1988, issued to
         David Nachamie.(8)

4.4      Unit Purchase Option for 500 units, dated April 6, 1988, issued to
         Vincent Coakley.(8)

4.5      Unit Purchase Option for 500 units, dated April 6, 1988, issued to
         Michael Siciliano.(8)

4.6      Unit Purchase Option for 200 units, dated April 6, 1988, issued to
         Allison Brown.(8)

4.7      Warrant Agreement by and among the Company, D.H. Blair & Co., Inc. and
         the Warrant Agent, dated April 6, 1988.(8)

4.8      Warrant  Agreement by and among the Company,  D.H.  Blair & Co., Inc.
         and the Warrant  Agent,  dated February 23, 1989.(9)

4.9      Warrant Agreement by and among the Company, D.H. Blair & Co., Inc. and
         the Warrant Agent, dated May 22, 1990.(11)

4.10     Warrant  Agreement by and among the Company,  D.H.  Blair & Co.,  Inc.
         and the Warrant  Agent,  dated August 16, 1990.(12)

4.11     Warrant  Agreement by and among the  Company,  D.H.  Blair & Co.,  Inc.
         and the Warrant  Agent,  dated March 25, 1991.(16)

4.12     Form of Convertible Subordinated Debenture issued in connection with
         the Company's private placement completed in November 1991.(17)

4.13     Form of Convertible  Subordinated Note issued in connection with INSCI
         Corp. private placement  completed in June 1992.(17)

4.14     Warrant  Agreement by and among the Company,  D.H.  Blair & Co., Inc.
         and the Warrant  Agent,  dated  February 1, 1993 as amended by
         Supplemental Agreement to Amend Warrant Agreement, dated June 27,
         1993.(18)

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS

4.15     Loan Option Agreement, dated January 17, 1995, issued to Shor
         Yeshev.(20)

4.16     Loan Option Agreement, dated January 17, 1995, issued to Raquel
         Grunwald.(20)

4.17     Loan Option Agreement, dated January 17, 1995, issued to Lou 
         Gurman.(20)

4.18     Loan Option Agreement, dated January 17, 1995, issued to Dynamic
         Control.(20)

4.20     Extension of expiration date and repricing of Class A and Class B
         Warrants (65)

4.19     Loan Option Agreement, dated January 17, 1995, issued to Dr. Rona
         Krinick.(20)

9.1      Voting Agreement  between D.H. Blair & Co., Inc. and Pierce Lowrey,
         Jr. dated February 23, 1989 accompanied by a schedule of seven other
         substantially identical agreements reflecting parties' names and amount
         of securities subject to the agreements.(10)

9.2      Voting Agreement between D.H. Blair & Co., Inc. and Gerald E.
         Dorsey.(18)

9.3      Voting Agreement between the Company and Pierce Lowrey, Jr.(19)

10.1     Employment Agreement dated as of September 1, 1987 between the Company
         and Pierce Lowrey, Jr.(1)

10.2     Escrow Agreement by and among the Company, the existing stockholders,
         and the Escrow Agent.(8)

10.3     Amended and Restated 1987 Incentive Stock Option Plan.(10)

10.4     Amended and Restated 1987 Non-Qualified Stock Option Plan.(8)

10.5     Sublease dated September 7, 1988, between the Company and Kidder,
         Peabody & Co., Inc. for the Company's facilities at 130 Cedar Street,
         New York, NY with lease attached thereto.(10)

10.6     Lease dated November 2, 1988, between the Company and Carol Gaynor,
         Marguerite K. Lewis and William A. Goldstein, as Trustees for
         additional facilities at 130 Cedar Street, New York, N.Y.(10)

10.7     Lease dated August 19, 1987, between the Company and California State
         Teacher's Retirement System for the Company's facilities at Six
         Piedmont Center, Suite 100, Atlanta, Georgia.(1)

10.8     Form of Facilities Management Agreement.(1)

10.9     Form of Service Agreement.(1)

10.10    Employment Agreement dated January 1, 1988 between the Company and
         Ronald A. Bibbo.(3)

10.11    Non-Compete Agreement September 3, 1986 by and among Datacopi, Inc.,
         NCR Corporation, and Pierce L. Lowrey, Jr.(2)

10.12    Line of Credit for the Company with the Robinson-Humphrey Company,
         Inc.(2)

10.13    Agreement for sale of 150,000 shares of Class B Common Stock between
         the Company and Pierce Lowrey, Jr.(2)

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS


10.14    Subscription Agreement for Ronald A. Bibbo.(2)

10.15    Cease and Desist Agreement between the Company and Independent Printing
         Company, Inc.(3)

10.16    Settlement Agreement between the Company and Mathias & Carr, Inc.(3)

10.17    Line of Credit for the Company with the First National Bank of
         Atlanta.(3)

10.18    March 31, 1988 accrued salary waiver between Pierce Lowrey, Jr. and the
         Company.(7)

10.19    Letter  Agreement  between the Company and D.H. Blair & Co., Inc.
         regarding  merger and  acquisition  consulting services, dated April
         13, 1988.(8)

10.20    Consulting Agreement between the Company and D.H. Blair & Co., Inc.
         dated April 13, 1988.(8)

10.21    Facilities Management Agreement dated June 6, 1988 by and between the
         Company and Manufacturers Hanover Trust Company, with Addendum thereto,
         dated July 1988.(8)

10.22    Facilities Management Agreement, dated September 7, 1988, by and
         between the Company and Kidder, Peabody & Co., Inc., and related
         agreements and documents.(8)

10.23    Directors Option Plan.(10)

10.24    Employment Agreement, dated May 1, 1988, between the Company and Ray
         Miller, with attachments and exhibits.(10)

10.25    Stock Option Agreement, dated May 1, 1988, between the Company and Ray
         L. Miller.(10)

10.26    Agency Agreement, dated January 30, 1989, between the Company and D.H.
         Blair & Co., Inc.(10)

10.27    Unit Purchase Option for 2.55 Private Placement units, dated February
         23, 1989, issued to D.H. Blair & Co., Inc.(10)

10.28    May 1, 1989 letter regarding salary waiver from Pierce Lowrey, Jr. to
         the Company.(10)

10.29    Assignment Agreement, dated May 24, 1989 between the Company and Pierce
         Lowrey Jr. regarding assignment of claims against Ronald A.
         Bibbo.(10)

10.30    Asset Purchase Agreement, dated May 5, 1989, between Jon Rothenberg &
         Associates and the Company, with related documents and 
         agreements.(10)

10.31    Promissory Note in the original principal amount of $100,000 dated June
         9, 1989 payable by the Company to Pierce Lowrey, Jr.(10)

10.32    Commitment  Letter,  dated July 17, 1989, from Pierce Lowrey, Jr. to
         the Company with respect to additional loans to the Company.(10)

10.33    Employment Agreement, dated December 15, 1989, between the Company and
         John Hoffman.(11)


<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS

10.34    Credit Agreement, dated August 1, 1989, as amended, by and between the
         Company and State Street Bank and Trust Company.(11)

10.35    $750,000 Loan Commitment,  Master Note and Security  Agreement by and
         between Pierce Lowrey, Jr. and the Company, dated March 1, 1990.(11)

10.36    Asset Purchase  Agreement by and between Imtech  Optical  Systems, Inc.
         and Acctex  Information  Systems,  Inc., dated December 29, 1989.(11)

10.37    Distribution Agreement between the Company and the Vault Company dated,
         June 25, 1990.(13)

10.38    Letter  Agreement,  dated May 15, 1990 from D.H.  Blair & Co.,  Inc. to
         the Company  regarding  amendment to Unit Purchase Option ,dated
         February 23, 1989.(14)

10.39    Letter  Agreement  between the Company and D.H.  Blair & Co.,  Inc.
         regarding 1990 Bridge Loan, dated May 22, 1990.(14)

10.40    Form of 12% Subordinated Promissory Note issued in connection with 1990
         Bridge Loan.(1)

10.41    Asset Purchase Agreement between the Company and IMTECH Atlanta,
         Inc.(15)

10.42    Form of Subordinated Promissory Note issued in connection with the
         Company's private placement completed in February 1991.(16)

10.43    Accounts Financing Agreement [Security Agreement] (with Supplements)
         and $100,000 Term Notes between the Company and Congress Financial
         Corporation, dated May 3, 1991, and $500,000 Letter of Credit from the
         First National Bank of Atlanta, dated May 2, 1991.(16)

10.44    Warrant Agreements between the Company and Pierce Lowrey, Jr. dated
         February 1, 1991, February 5, 1991 and February 28, 1991 for 425,000
         shares, 125,000 shares and 153,000 shares, respectively.(16)

10.45    Share Purchase Option for 243,750 shares of Class A Common Stock,
         dated April 26, 1991,  between the Company and D.H. Blair & Co.,
         Inc.(16)

10.46    Form of Share Purchase Option issued in connection with INSCI Corp.
         private placement in July 1991.(17)

10.47    Form of Warrant issued in connection with INSCI Corp. private placement
         completed in January 1992.(17)

10.48    Form of Unit Exchange  Agreement  issued in connection with INSCI Corp.
         private  placement  completed in January 1992.(17)

10.49    Form of Warrant issued in connection with INSCI Corp. private placement
         completed in June 1992.(17)

10.50    Consulting Agreement, dated March 8, 1993, by and between INSCI Corp.
         and the Raymond Group, Inc.(18)

10.51    Lease  Agreement, dated May 31, 1993, by and between INSCI Corp. and
         Connecticut  General  Life  Insurance Company.(18)

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS


10.52    Settlement Agreement with the SEC, dated September 30, 1992.(18)

10.53    Consulting Agreement by and between the Company and Edward I. Rosen,
         dated April 1, 1993.(18)

10.54    First Amendment to Director's Stock Option Plan, dated October 20,
         1992.(18)

10.55    Lease Agreement between the Company and A.J. Goldstein & Co., Inc. for
         premises located at 130 Cedar Street, New York, New York 1006, dated
         October 7, 1993.(17)

10.56    Loan  Agreement  (and  supplemental  documentation)  between BNY
         Financial  Corp.,  the Company,  INSCI Corp. and Imtech Litigation
         Support Systems, Inc.(32)

10.57    INSCI Corp. 1992 Stock Option Plan.(28)

10.58    INSCI Corp. 1992 Directors Option Plan.(28)

10.59    INSCI Corp. 1992 Advisory Committee Plan.(28)

10.60    INSCI Corp. Accounts Financing Agreement between INSCI Corp. and
         Congress Financial Corporation, and related documents.(28)

10.61    INSCI Corp. Form of 1991 Option.(28)

10.62    INSCI Corp. Form of 1992 Warrants.(28)

10.63    INSCI Corp. Form of 1992 Convertible Subordinated Notes.(28)

10.64    INSCI Corp. Form of 1992 Contingent Warrants.(28)

10.75    INSCI Corp. Form of 1993 Warrant - Version A.(30)

10.76    INSCI Corp. Form of 1993 Release Agreement.(30)

10.77    INSCI Corp. Form of  Management Agreement between INSCI Corp. and
         IMTECH.(28)

10.78    INSCI Corp. Form of Tax Sharing Agreement between INSCI Corp. and
         IMTECH.(28)

10.79    Form of Indemnification Agreement with INSCI Corp.'s Directors.(28)

10.80    Marketing Associate Solution Alliance Agreement between UNISYS Corp.
         and INSCI Corp.(28)

10.81    Data General Value Added Reseller Discount Purchase Agreement.(28)

10.82    Data General Optical Systems and Software Agreement.(28)

10.83    Distribution Agreement between Fiserv CIR, Inc. and INSCI Corp.(28)

10.84    Lease Agreement relating to INSCI Corp.'s White Plains, NY
         headquarters.(29)


<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS

10.85    Forms of Customer License Agreements used by INSCI Corp.(29)

10.86    Forms of Employee Confidentiality Agreements used by INSCI Corp.(29)

10.87    Nondisclosure and Noncompetition Agreement between INSCI Corp., the
         Company and Mason Grisby.(29)

10.88    Form of 1993 Warrant; Version B.(30)

10.89    Employment Agreement between INSCI Corp. and John L. Gillis.(30)

10.90    Employment Agreement between INSCI Corp. and Kris Canekeratne.(30)

10.91    Form of 1993 Exchange Agreement and Investor Suitability
         Representations.(30)

10.92    Form of 1993 Conversion Agreement.(30)

10.93    Waivers by Congress Financial Corp.(30)

10.94    License Agreement between Bull HN Information Systems, Inc. and INSCI
         Corp.(30)

10.95    Preferred stock Subscription Agreement between INSCI Corp. and the
         Company relating to preferred stock.(19)

10.96    Business Partner Agreement between International Business Machines
         Corp. and INSCI Corp.(32)

10.97    Waiver by BNY Financial Corp.(31)

10.98    Stock Escrow  Agreement  between INSCI Corp.,  the Company and First
         Union  National  Bank of North  Carolina (as escrow agent).(32)

10.99    Promissory  Note and Security  Agreement in favor of INSCI Corp. from
         John L. Gillis and Sandra Gillis, in the original principal amount of
         $150,000.(19)

10.100   Stock Pledge Agreement by John L. Gillis and Sandra Gillis, in favor of
         INSCI Corp.(19)

10.101   April 1993 Private Placement term sheet and exhibits.(19)

10.102   December 1993 Litigation Support Systems, Inc. Private Placement
         documents.(19)

10.103   Consulting Agreement between the Company and Boulder Financial Group,
         Ltd.(19)

10.104   Amendment to loan Agreement between BNY Financial Corp. and
         Registrant.(19)

10.105   Amendment to Loan Agreement between NY Financial Corp. and
         Registrant.(19)

10.106   BNY Agreement with Registrant.(20)

10.107   Preferred Stock Redemption Agreement.(20)


<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS

10.108   Employment Agreement between IMTECH and Christopher D. Holbrook.(34)

10.109   Employment Agreement between IMTECH and Joseph A. Gitto, Jr.(34)

10.110   Lease Agreement relating to INSCI's Westborough, Massachusetts
         heaquarters.(44)

10.111   Employment Agreement with Jack Steinkrauss.(44)

10.112   Employment Agreement with John Gillis.(44)

10.113   Employment Agreement with Kris Canckeratne.44)

10.114   Agreement for system purchase by Northern Trust Company.(44)

10.115   Technology and Reseller Agreement with Elixir Technology.(20)

10.116   Private Placement term sheet for offering of 90 day 10% subordinated
         notes repayable in cash or shares of the Company's proposed 10%
         convertible preferred stock.(20)

10.117   First Amendments to Private Placement term sheet and exhibits.(20)

10.118   Copy of modification of lease executed by the Company and A.J.
         Goldstein & Co., Inc.(45)

10.119   Form of Subordinated Convertible Debenture Exchange Agreement for 12%
         convertible preferred stock.(51)

10.120   Agreement between the Company and the Corporate Relations Group for the
         Company's corporate and stockholder public relations.(52)

10.121   Form of Agreement by and between the Company and a shareholder with
         respect to a loan of stock.(53)

10.122   Form of Subscription Agreement for 12% subordinated convertible
         debentures.(54)

10.123   Offshore Convertible Debenture Subscription  Agreement  between the
         Company and Infinity Investors, Ltd. and related agreement between the
         Company and Alpine Capital Partners, Inc.(60)(62)

10.124   Termination of Asset-Based Financing Agreement with BNY Financial
         Corp.(56)

10.125   Form of Subscription Agreement with J. Michael Reisert, Inc.(63)

10.126   Employment Agreement with Mr. Matti Kon.(66)

10.127   12% Convertible Secured Promissory Note Private Placement Term Sheet
         with exhibits.(64)

10.128   Credit arrangement with MTB Bank.(70)

10.129   Amendment to employment agreement with Mr. Matti Kon

10.130   Amendment to employment agreement with Mr. Joseph A. Gitto

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS


13.1     The Company's Annual Report to Security Holders for the year ended
         March 31, 1993.(22)

13.2     Form 10-Q for the quarter ended June 30, 1993.(23)

13.3     Form 10-Q for the quarter ended September 30, 1993.(24)

13.4     Form 10-Q for the quarter ended December 31, 1993.(25)

13.5     Form 10-Q)A (Amendment No. 1) for the quarter ended December 31,
         1993.(26)

13.6     Proxy Statement for the Company's 1993 Annual Shareholders' 
         Meeting.(27)

13.7     Form 10-Q for the quarter ended June 30, 1994.(35)

13.8     Form 10-Q for the quarter ended September 30, 1994.(36)

13.9     Form 10-Q for the quarter ended December 31, 1994.(37)

13.10    Form 10-Q for the quarter ended June 30, 1995.(47)

13.11    Form 10-Q for the quarter ended September  30, 1995.(48)

13.12    Form 10-Q for the quarter ended December  31, 1995.(49)

13.13    Form 10-Q for the quarter ended June 30, 1996.(57)

13.14    Form 10-Q for the quarter ended September  30, 1996.(58)

13.15    Form 10-Q for the quarter ended December  31, 1996.(59)

13.16    Form 10-Q for the quarter ended June 30, 1997.(67)

13.17    Form 10-Q for the quarter ended September  30, 1997.(68)

13.18    Form 10-Q for the quarter ended December  31, 1997.(69)

16.1     Letter regarding dismissal of independent certified public
         accountant.(38)

16.2     Letter regarding engagement of new independent certified public
         accountant.(39)

16.3     Letter regarding resignation of independent certified public
         accountant.(38)

16.4     Letter regarding potential prior period adjustment.(41)

16.5     Letter regarding engagement of new independent certified public
         accountant.(42)

21.1     List of subsidiaries.(20)

22.1     Proxy Statement for the Company's 1994 Annual Shareholders' 
         Meeting.(43)

<PAGE>

                                                                          IMTECH
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                INDEX TO EXHIBITS


22.2     Proxy Statement for the Company's 1995 Annual Shareholders' 
         Meeting.(50)

24.1     Powers of Attorney.(20)

27.1     Financial data schedule

(1)      Incorporated herein by reference to the Exhibit with the same
         description to the Company's Registration Statement on Form S-1, File
         No. 33-18245, as filed with the Securities and Exchange Commission on
         October 30, 1987.

(2)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 1 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on February 29, 1988.

(3)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 2 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on March 15, 1988.

(4)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 3 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on March 23, 1988.

(5)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 4 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on March 24, 1988.

(6)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 5 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on March 25, 1988.

(7)      Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 6 to the Company's Registration Statement
         of Form S-1, File No. 33-18245, as filed with the Securities and
         Exchange Commission on April 5, 1988.

(8)      Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended July 31, 1988.

(9)      Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended January 31, 1989.

(10)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Transition Report on Form 10-K for the
         eight month period ended March 31, 1989.

(11)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1990.

(12)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1990.

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(13)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Registration Statement of Form S-1, File
         No. 33-36185, as filed with the Securities and Exchange Commission on
         August 2, 1990.

(14)     Incorporated herein by reference to the Exhibit with the same
         description to Amendment No. 1 to the Company's Registration Statement
         of Form S-1, File No. 33-36185, as filed with the Securities and
         Exchange Commission on October 18, 1990.

(15)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 8-K, dated December 6,
         1990.

(16)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1991.

(17)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1992.

(18)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1993.

(19)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1994.

(20)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Report on Form 10-K for the fiscal year
         ended March 31, 1995.

(21)     Filed with this report.

(22)     Incorporated by reference herein to the Company's Annual Report to
         Security Holders for the year ended March 31, 1993 as filed with the
         Commission.

(23)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1993.

(24)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1993.

(25)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1993.

(26)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q/A 
         (Amendment No. 1) for the quarter ended December 31, 1993.

(27)     Incorporated herein by reference to the Exhibit with the same
         description to the Proxy Statement for the Company's 1993 Annual
         Shareholders' Meeting as filed with the Commission.

(28)     Incorporated herein by reference to the Exhibit with the same
         description of the INSCI Corp. Registration Statement of Form S-1,
         File No. 33-54558, as filed with the Securities and Exchange 
         Commission on November 13, 1993.

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(29)     Incorporated herein by reference to the Exhibit with the same
         description of the INSCI Corp. Registration Statement of Form S-1, File
         No. 33-54558, as filed with the Securities and Exchange Commission on
         December 2, 1993.

(30)     Incorporated herein by reference to the Exhibit with the same
         description of the INSCI Corp. Registration Statement of Form S-1, File
         No. 33-54558, as filed with the Securities and Exchange Commission on
         February 2, 1994.

(31)     Incorporated herein by reference to the Exhibit with the same
         description of the INSCI Corp. Registration Statement of Form S-1, File
         No. 33-54558, as filed with the Securities and Exchange Commission on
         March 15, 1994.

(32)     Incorporated herein by reference to the Exhibit with the same
         description of the INSCI Corp. Registration Statement of Form S-1, File
         No. 33-54558, as filed with the Securities and Exchange Commission on
         March 25, 1994.

(33)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated January 17,
         1995.

(34)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated March 3, 1995.

(35)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1994.

(36)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1994.

(37)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1994.

(38)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated August 9, 1994.

(39)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated 
         August 15, 1994.

(40)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated November 1,
         1994.

(41)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated November 14,
         1994.

(42)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated December 21,
         1994.

(43)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's Definitive Proxy Statement for the 1994
         Annual Shareholders' Meeting, as filed with the Commission.

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(44)     Incorporated herein by reference to the Exhibit with the same
         description as filed by INSCI Corp. the majority owned subsidiary of
         the Registrant.

(45)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated July 14, 1995.

(46)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated November 30,
         1995.

(47)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1995.

(48)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1995.

(49)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1995.

(50)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's Definitive Proxy Statement for the 1995
         Annual Shareholders' Meeting, as filed with the Commission.

(51)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated September 22,
         1995.

(52)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated October 24,
         1995.

(53)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated January 3, 1996.

(54)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated January 22,
         1996.

(55)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated March 6, 1996.

(56)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated April 11, 1996.

(57)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1996.

(58)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1996.

(59)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1996.

(60)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated April 25, 1996.

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(61)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K/A (Amendment No. 1),
         dated July 25, 1996.

(62)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated September 16,
         1996.

(63)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated December 5,
         1996.

(64)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated March 20, 1997.

(65)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated April 22, 1997.

(66)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K/A, dated January 3,
         1997.

(67)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 1997.

(68)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997.

(69)     Incorporated herein by reference to the Exhibit with the same
         description to the Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1997.

(70)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K, dated November 13,
         1997.

(71)     Incorporated herein by reference to the Exhibit with the same
         description of the Company's report on Form 8-K/A, dated June 18, 1998.