SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-K

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 2002

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

                  For the transition period from _____ to _____

                           Commission File No. 0-21359

                     INDUSTRI-MATEMATIK INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      51-0374596
(State of or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                    Identification No.)

                               901 Market Street
                                   Suite 475
                              Wilmington, DE 19801

                   (Address of principal executive offices)

Registrant's telephone number, including area code: 302-777-1608
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of class)

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

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

    The aggregate market value of the voting stock held by non-affiliates of
the registrant on July 25, 2002, was approximately $7,154,000.

    At July 25, 2002, 31,945,303 shares of the registrant's Common Stock,
$.01 par value, were outstanding.



                       DOCUMENTS INCORPORATED BY REFERENCE

      The registrant incorporates by reference in Part III of this Report
specified portions of its definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with its 2002 Annual Meeting
of Shareholders ("2002 Proxy Statement").






This Report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  All statements other than
statements of historical facts included in this Amendment No. 1 to Form 10-K
regarding the prospects of the Company's industry and its prospects, plans,
financial position and business strategy, may constitute forward-looking
statements.  In addition, forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe,"
or "continue" or the negatives or variations of these terms or similar
terminology.  Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, it can give no assurance
that these expectations will prove to have been correct.  All forward-looking
statements contained in this Amendment No. 1 to Form 10-K are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Important factors that could cause actual results to differ materially from
the Company's expectations include, among others:

     *  the unpredictability of orders for the Company's software;

     *  the lengthy time associated with the sale and implementation of the
        Company's software;

     *  the Company's ability to effectively compete with other companies
        offering similar products;

     *  the Company's ability to attract and retain key personnel;

     *  the market for order management software; and

     *  the Company's ability to keep up with technological changes.

More information about these and other potential factors that could affect
the Company's business and financial results is set forth under "Item 1.
Business -- Risk Factors" and "Item 7.  Management's Discussion and Analysis
of Financial Condition and Results of Operations."  Readers are urged to
consider carefully these factors in evaluating the forward-looking
statements.

The forward-looking statements included herein are made only as of the date
of this Amendment No. 1 to Form 10-K and the Company undertakes no obligation
to publicly update such forward-looking statements to reflect subsequent
events or circumstances.  All forward-looking statements contained in this
Amendment No. 1 to Form 10-K are qualified by reference to this cautionary
statement.


                                     PART I
ITEM 1.  BUSINESS

INDUSTRI-MATEMATIK INTERNATIONAL CORP. ("IMI" or "Company"), was incorporated
in the State of Delaware in 1995 and conducts its business through domestic
and international subsidiaries.  The Company's business was founded in 1967
by incorporation in Sweden as Industri-Matematik AB ("IMAB").  In May 1995,
the then stockholders of IMAB exchanged all of their IMAB shares for shares
of the Company's capital stock and IMAB became a wholly-owned subsidiary of
the Company.  Pursuant to a Prospectus dated September 25, 1996, 5,060,000
shares of the Company's Common Stock were sold to the public in an initial
public offering and the Company's Common Stock began trading on the Nasdaq
National Market under the symbol "IMIC".  During fiscal 1998, pursuant to a
Prospectus dated October 31, 1997, the Company completed a secondary public
offering of 8,136,250 shares of Common Stock.

IMI develops, markets, and supports client/server and Internet architectured
application software that enables manufacturers, distributors, wholesalers,
retailers, logistics service providers, and e-businesses to more effectively
manage their supply chains and their customer relationships.  Supply chain
management encompasses the execution of multiple customer-focused order
fulfillment processes, including order management, pricing and promotion,
handling, sourcing, warehouse management, transportation management, service
management, customer relationship management, and replenishment planning and
coordination.  IMI's software products monitor and manage events beyond the
physical limitations of the enterprise.  The Company's software products are
designed to meet the complex fulfillment and customer service needs of
distribution-intensive businesses.  These products allow customers to
leverage the value of their existing enterprise systems by integrating with
legacy, new client/server, and new Internet based manufacturing, advanced
planning, and financial management systems.  The Company has a professional
services organization and relationships with third-party technology vendors
and system integrators that configure solutions for clients.

One of the most expensive and time consuming systems challenges businesses
face is building a custom order management system into their web front end in
order to provide customers with information on the availability of products
and services, order status, pricing, and ship date.  Once they build them,
they are often difficult to maintain and impossible to scale with increasing
order volumes.  Another challenge businesses face is integrating their web
front end with their customer contact centers to enable call center agents to
be truly knowledgeable about their customers and provide the most responsive
customer service possible.  This new channel of sales and distribution must
also be integrated with the existing enterprise systems to allow for a
seamless customer interface.

IMI's solutions solves these problems by providing a pre-configured, pre-
integrated contact center and fulfillment solution that can be seamlessly and
tightly integrated to almost any web front end and leverages the best-of-
class capabilities of IMI's enterprise business solution applications.  The
software is designed for very fast implementation and to scale for future
growth and is built to handle very high volumes and complex logistics.  The
Company believes it is the first to offer such a package.  At a practical
level, IMI's software replaces inventory with information.  This helps
companies reduce inventories while at the same time delivering products more
quickly and efficiently while improving customer service.

Representative customers of IMI include Albert Heijn, AT&T Pre-Paid Cards,
Brunswick Corporation - Mercury Marine, Campbell Soup Company, Canadian Tire
Corporation, Canon, Dannon, InterPharm Group B.V., J.F. Hillebrand, JM
Smuckers, The Kellogg Company, Kramp Groep, Price Chopper, Royal Ahold -
Hakongruppen, Shenker, Sherwin-Williams Company, Spicers, Starbucks
Corporation, Telia AB, TNT Express, Warner/Electra/Atlantic (WEA), and West
Farm Foods Inc.

During fiscal 2002, the Company streamlined its structure, eliminating two
management layers while retaining global corporate marketing, corporate
finance, and product development operations in its Stockholm headquarters.
It created four regional organizations - the Americas, Continental Europe,
Northern Europe, and the United Kingdom - with full responsibility for
marketing, sales, consulting, customer support and partnerships within each
region.  In addition, the Company recruited a new management team for IMI
Americas and a new sales team for Northern Europe.  It changed its global
product strategy and management structure to make these functions more
responsive to evolving client needs.

The Company also initiated a re-branding initiative resulting in the adoption
of a single brand strategy centered on IMI and the adoption of a unique
position - "IMI - The Order Company" - within the supply chain management
technology space.

IMI's current primary focus is to provide solutions for retailers and
wholesalers that turn supply chain friction into smoother order flows;
specifically, the Company is now principally developing, marketing, and
supporting application software that enables its clients to optimize and
manage order and replenishment business processes based on actual customer
demand and supporting best-in-class, pull-driven supply chain practices.
IMI's target clients are members of the Retail Value Chain: mid-range to
large-scale consumer goods manufacturers, wholesalers, retailers, and
logistics service providers.

The Company has identified supply-chain business processes that are critical
to the Retail Value Chain: collaborative order management, demand
replenishment, store replenishment, and logistics execution.  The Company's
suite of branded modules - IMI Order, IMI Warehouse, IMI Replenishment, IMI
Store, IMI CRM, IMI Analytics, IMI Collaboration, and IMI Access - supports
these processes.

INDUSTRY BACKGROUND

The current or "new" economy has fundamentally changed the way companies
compete by forcing them to shift their business models from the traditional
Buy/Hold/Sell model where they buy or make materials or finished goods and
hold them in inventory while they try to sell them to a more dynamic and
fluid model where companies first sell a product, source or build it based on
the customer's needs, and then ship it to the customer.  Pure e-businesses
are the best example of this new model, but traditional, distribution-
intensive manufacturers, wholesalers, and retailers are being forced to adapt
their business processes to compete.  In this environment, IMI has focused on
the replenishment process to help companies keep and grow existing customers
profitably by eliminating stock-outs at each point in the supply chain.

Advanced fulfillment and customer service software applications are helping
companies accelerate this shift by enabling them to anticipate shifts in
customer demand earlier and respond more quickly by reducing cycle time and
moving product through their supply chains at a more rapid pace freeing up
working capital invested in inventory for other parts of the business.
Today, companies are competing based on their supply chains instead of
competing with product.  As a result, there is an increasing demand for
advanced supply chain management software solutions that can meet the
rigorous demands of the new economy by providing real-time information to
companies about their customers, their supply chains, and their business and
operational performance.

In this new environment, the Internet provides customers with immediate and
constant access.  This means the ability to place an order at anytime, from
anywhere, for anything.  Continuous ordering - 24 hours per day, 7 days per
week, 365 days per year - is increasing the order volumes, velocity, and
complexity that companies must handle.  As a result, many companies need
fulfillment solutions that can handle much higher transaction volumes and
more complex logistics to satisfy customers.

To meet these needs, enterprises are extending their supply chain
capabilities by enabling collaboration with trading partners, such as
customers, vendors, and services providers.  This collaborative environment
enables more efficient and effective control and visibility for all of the
processes necessary for supply chain management.

Another area that is taking on critical importance in collaborative supply
chains is customer relationship management, or "CRM."  With increased access
to information comes an increased need for around the clock customer service.
Call centers need to be available at any time to answer questions, configure
orders, and provide service.  By integrating customer relationship
capabilities with advanced supply chain solutions, companies can manage
customers throughout their entire relationship - from the time they acquire
them, to the time they fulfill their orders, to the time they service them.
As a result, companies will be able to capture, access, and leverage critical
customer information about marketing, order fulfillment, product preference,
and service requirements.  This is high-value information as companies
strategize on how to increase customer retention, target new product
offerings, and differentiate customers by revenue and profit potential.  For
web-based businesses, fulfillment and customer service are the keys to
customer retention and profitability.

STRATEGY

During the past fiscal year, IMI:

     *	  Identified and claimed Order Management as the Company's market-
        differentiating and market-leading core competence.

     *  Began the re-orientation of the Company from a product-focused to an
        industry solutions-focused company.

     *  Adopted a single brand strategy, retiring the former VIVALDI(r) product
        brand name in favor of IMI branded products.

     *  Developed the tag line "The Order Company" and the concept "Turning
        Friction to Flow" which it believes will strengthen the Company's
        brand among key audiences.

     *  Began the creation of a communication platform to ensure that, in all
        worldwide and multilingual communications, IMI speaks with one voice
        on behalf of the Company's corporate and product brand.

As the first tactical implementation of IMI's new strategic position, the
Company initiated aggressive marketing tactics aimed at key customer
segments.  IMI committed to using multiple vehicles - including advertising,
direct response, Web, trade show, press relations - to support its branding
effort.  During the final two quarters of fiscal 2002, IMI launched its
Retail Value Chain initiative, with the goal of increasing both market
awareness and sales activity.  This initiative leveraged client references
(including Ahlsell, Canadian Tire, Dial, and Price Chopper) and, the Company
believes, significantly increased the visibility of both the Company and its
products among industry influencers, clients, and prospects.

IMI continues to serve other categories of customers with supply chain
software products:

     1.   Large, distribution-intensive companies with complex supply chain
          requirements that need enterprise-wide software solutions.

     2.   Web-based businesses selling goods and services over the
          Internet that need fulfillment and customer service solutions.

     3.   Logistics service providers who manage supply chain processes for
          their clients.

The Company serves these customers from a common product platform.  While IMI
approaches each market with some common strategies, each also has its own
unique elements.

Expanded Usage Within Existing Customer Base.

The Company's traditional enterprise customers are large, multinational
businesses that initially have licensed Company software for use within one
or more specific divisions.  IMI believes that an opportunity exists within
its established customer base to expand usage of its software by licensing
new sites and additional users as well as licensing new applications like
warehouse management, store replenishment, and CRM.

Enhanced Core Product Functionality.

The Company will continue to focus its product development resources on the
development and enhancement of advanced supply chain management software
solutions.  IMI has over 25 years of experience in developing logistics
management software.  The Company intends to continue to increase product
functionality.  IMI currently is funding development efforts to increase
order volume throughput, enhance and expand Internet and intranet
applications, enable collaborative supply chain management, and extend its
use of object-oriented technology.

Integration with Complementary Products.

The Company believes that the ability to offer a software product that can
integrate seamlessly with selected third party components to provide a
comprehensive solution tailored for a particular vertical market is a key
competitive advantage.  The Company intends to continue to integrate its
solutions with complementary planning, manufacturing, finance, and decision
support systems developed by others.

IMI's solutions are a fulfillment and service transaction backbone for web-
based businesses rather than a front-end shopping experience.  As such, it is
designed to integrate easily with most web front-end storefront solutions.

IMI PRODUCTS AND SERVICES
IMI - "The Order Company" - addresses supply chain performance by focusing on
the actual demand: the order.

     *  IMI concentrates on order fulfillment and logistics.

     *  IMI focuses on optimizing order and replenishment processes for the
        Retail Value Chain - consumer goods manufacturers, wholesalers,
        retailers, and logistics service providers.

The Company focuses its marketing, sales, and product development efforts in
applications for specific target markets in the Retail Value Chain.  Its
traditional enterprise clients are large, multinational businesses that
initially have licensed IMI software for use within one or more specific
divisions.  The Company believes that a significant opportunity exists to
expand software use within its customer base through licensing new sites and
additional users and licensing its new applications.  IMI will continue to
focus its product development resources on the development and enhancement of
advanced supply chain management software solutions.  IMI currently is
funding development efforts to increase order volume throughput, enhance and
expand Internet and intranet applications, enable collaborative supply chain
management, and extend its use of object-oriented technology.  IMI also
intends to continue to integrate its solutions with complementary planning,
manufacturing, finance, and decision support systems developed by others.

IMI's primary direction is to design solutions to enable the Retail Value
Chain to compete more effectively during a period of volatile market
conditions and increased global competitive pressures using best practices in
supply chain management.  Supply chain management coordinates and integrates
the flow of materials, information, and finances as they move in a process
from supplier to manufacturer to wholesaler to retailer to consumer.

In general, supply chain management "friction" is caused by a number of
factors:

     *  No "single face" to the customer, resulting in the inability to take
        single, large orders; the inability to comprehensively monitor and
        optimize all customer activity; the inability to serve customers
        through lack of an integrated system; and poor integration of
multiple
        order channels (Web, e-mail, voice).

     *  Poor collaboration between manufacturers and retailers, inhibiting
        their ability to proactively manage exceptions and order problems.

     *  Poor inventory management, resulting in out-of-stocks at the store
        shelf level.

     *  Inability to scale to handle higher-volume, fast-moving consumer goods
        environments.

VERTICAL MARKET SOLUTIONS FOR RETAIL

IMI solutions target distribution-intensive supply chain operations and
complement merchandising and store operations applications.  The products
support multi-channel distribution strategies, helping retailers (including
grocery, specialty hard goods, and direct merchant retailers) improve
ordering, fulfillment, and customer service across sales channels.  The
Company also delivers back-end distribution capabilities that enhance the
reliability and responsiveness of logistics and warehouse processes.

IMI solutions are designed to provide full visibility and control of
distribution center (DC) and store inventory as well as managing orders from
vendors, warehouses, stores, customers, and consumers.  They permit DCs and
stores to maintain and control product inventory and goods-in-transit, and to
replenish store shelves based on expected consumer demand.  The control and
visibility of inventory helps retailers:

     *  Reduce out-of-stocks.

     *  Increase product availability at the shelf.

     *  Improve response to customer demand.

     *  Better utilize store shelf capacity and store labor.

IMI makes it easier to make fact-based decisions about inventory levels and
ordering through:

     *  Improving inventory handling and stock turns by removing unproductive
        inventory from the supply chain.

     *  Reducing back-room inventories by ordering what is needed to meet
        expected sales for the period.

     *  Improving supplier performance by integrating the supply chain and
        reducing overall lead-times.

     *  Delivering supply chain visibility, from the supplier to the shelf.

VERTICAL MARKET SOLUTIONS FOR CONSUMER GOODS MANUFACTURERS

For consumer goods manufacturers, IMI solutions target distribution-intensive
supply chain operations and complement existing ERP and supply chain planning
systems.  The Company's products are designed to solve the problem of multi-
channel integration through a collaborative order management solution that
can fulfill global customer orders and deliver a single face to customers for
competitive differentiation.

VERTICAL MARKET SOLUTIONS FOR WHOLESALERS

IMI focuses on the grocery, hard line specialty goods, and pharmaceutical and
over-the-counter drugs industries.  The Company's solution contains advanced
order management, replenishment management, warehouse management, and
collaborative management components.  It is designed to give the wholesaler
access to a logistics platform that increases competitive advantage by:

     *  Enabling very late customer ordering stop time to increase sales.

     *  Allowing for multi-channel distribution within the same customer order
        to make it simpler for customers and vendors to conduct business with
        the wholesaler.

     *  Lowering inventory handling and storage costs through managing cross-
        docking and merge-in-transit strategies throughout the logistics
        network.

     *  Differentiating customer service to various individual customers to
        give additional focus to the most important customer segments.

     *  Supporting collaborative purchasing operations by providing suppliers
        with time-phased forecasts and replenishment schedules over the
        Internet.

     *  Managing a multi-echelon logistics network by ensuring that
        centralized or localized purchase and replenishment decision are
        optimized.

VERTICAL MARKET SOLUTIONS FOR LOGISTICS SERVICE PROVIDERS

The market for logistics service providers (LSP) is rapidly becoming more
competitive, while complementing the traditional focus services of
warehousing and transportation with services like vendor-managed inventory,
replenishment and inventory control, advanced collaborative order management
and customer relationship management.  IMI has a number of world-leading LSPs
as customers offering services to retailers, wholesalers and consumer goods
manufacturers based on the same content as described above for these
industries.

SOLUTIONS SUPPORTING KEY BUSINESS PROCESSES
COLLABORATIVE ORDER MANAGEMENT
IMI delivers a complete collaborative order management solution for the
Retail Value Chain, incorporating capabilities for order capture, pricing and
promotion management, order fulfillment, customer service, global inventory
management, order life cycle analytics, order visibility, and order event
collaboration.

DEMAND REPLENISHMENT
Traditional push-oriented supply chain planning and forecasting approaches to
inventory deployment and vendor managed solutions will not ensure that the
retailer's store order is accurate and timely.  IMI has developed an
integrated and demand-driven replenishment solution for the Retail Value
Chain, incorporating capabilities for demand forecasting, demand
replenishment, vendor-managed inventory, replenishment life cycle analytics,
replenishment visibility, replenishment event collaboration.

STORE REPLENISHMENT

IMI's applications are designed to reduce or eliminate out-of-stocks on store
shelves and optimize inventory and order management, providing capabilities
such as perpetual inventory, causal forecasting, and store ordering; time-
phased replenishment forecasts; time-phased replenishment needs;
replenishment order generation; vendor price and promotion management; vendor
agreement management; store order management; purchase order management; and
global inventory management.

LOGISTICS EXECUTION
IMI solutions can also monitor and provide visibility to events happening
along the supply chain, providing capabilities for goods-in-transit
monitoring, exception case handling and communication, and storage, cross-
docking, flow-through, and light assembly.

IMI SOLUTION COMPONENTS

IMI provides solutions are configurable, scalable and flexible to deal with
the needs of vertical markets and individual businesses.  The Company's
component solutions include:

     *  IMI Order

     *  IMI Warehouse

     *  IMI Replenishment

     *  IMI Store

     *  IMI CRM

     *  IMI Collaboration

     *  IMI Analytics

     *  IMI Access

IMI solutions are Web-enabled; through their Internet portal framework, users
can access and act upon critical supply chain information.  IMI's product set
currently operates on UNIX server platforms from IBM, Hewlett-Packard, and
Sun Microsystems, as well as on Microsoft Windows NT server platforms.  It
provides an object-oriented architecture, supports Internet-based electronic
commerce and currently supports 13 languages.  IMI solutions support
Microsoft Windows and Web and Java-based clients.  IMI makes full use of
relational database technology, storing each field in its own column, using
descriptive column names and identifying primary key/foreign key relations.
Since the Company's solution makes use of relational database technology,
additional third party tools and complementary applications are easily
integrated with it.  In general, relatively little modification to, or
customization of, the standard IMI software is required in order for the
software to meet the basic functionality requirements of individual clients.

IMI Service, Support, and Training

The Company believes that providing a high level of customer service and
technical support is essential to customer satisfaction and timely
implementation of its software applications.  As of April 30, 2002, IMI had
250 employees worldwide in its regional services and maintenance organization
providing software maintenance and support, training, and consulting
services.

Consulting Services.  IMI offers clients a three-step services package called
the IMI Value Improvement Process (VIP), which is designed to help companies
to quantify the bottom line impact that IMI software can have on its
organization and target an implementation strategy to deliver and measure
that value efficiently.  The three steps are Value Improvement Analysis,
Value-Focused Implementation, and Value Improvement Review.

Third-Party Support.  Clients may purchase implementation services from IMI
or third party providers.  Implementation services typically involve
assistance with the integration of the software with other software
applications and databases used by the customer.  Such software applications
and databases often include legacy management, support, logistics, or ERP
applications.  The integration of the software with a customer's existing
applications allows the customer to utilize the application more efficiently
by linking data flows between the IMI software and various existing
applications.  Such integration is not, however, a prerequisite to the basic
functionality of the IMI software.

SSCA Program.  The Company has established a Strategic Supply Chain Alliance
Program ("SSCA") which trains and certifies third party providers.  SSCA
participants include: Worldwide - Accenture, Cap Gemini, IBM, and Oracle
Consulting; North America - Unisys Inc., Kyros, Kurt Salmon Associates; and
Europe - Debis, ECsoft, Xecute, Norway Medata, Ordina, Sema Group, Tamperen
Systemitiimi, and Tieto-Enator.  These companies provide systems integration
and expertise to IMI clients and aid in the implementation of and ongoing
technical consulting for IMI's software solutions.  Implementation typically
requires 3 to 12 months.

Training Services.  IMI clients can receive, for a fee, training either at
the customer's premises or at one of IMI's offices.  Course offerings are
divided into three primary blocks: IMI Solutions, System Administration, and
System Development.  Clients who purchase training services receive training
in the use of the software, particularly in the use of some of the software's
more advanced features.  Clients often purchase training services as a means
of efficiently introducing those staff members who will be users of the
software to the basic operation of the system.  Such training services are
not, however, necessary for IMI's solution to function.

Customer Support.  The Company has fully-staffed support centers in the
United States, the United Kingdom, and Sweden.  IMI provides 24 hour a day, 7
day a week support through the Web, electronic mail, and telephone, and uses
logging/tracking systems for quality assurance.



CUSTOMERS

The following list below features some of IMI's customers worldwide:

Ahlsell                               Albert Heijn
Alko Oy                               Alltia Oy
Alpina                                AstraZeneca
AT&T Pre-Paid Cards                   Bergendahls
Bosch Rexroth                         British Airways
Brunswick Corp-Mercury Marine         Campbell Soup Company
Canadian Tire Corporation             Canon
Carlton & United Breweries            Color Line A/S
Dannon                                Darigold/Westfarms
Dial                                  Dynadro
Effem Foods                           Ericsson Business Networks
Flextronics                           Forlagscentralen
Fuji Film                             Gamesa/Frito Lay
GE Plastics                           General Domestic Appliances
GIST                                  Hakongruppen
Hartz Mountain                        Hobby Hall Oy
InterPharm Group B.V.                 Isaberg Rapid
J.F. Hillebrand                       JM Smuckers
Kal Kan                               Kiilto Oy
Kodak                                 Kramp Groep
Land O'Lakes                          Libri-Logistiikka Oy
Louis Dryfus                          MediCarrier AB
Meow Mix                              Metallvaruhuset
National Grid Ltd.                    New Zealand Dairy Industry
NorgesGruppen                         Norsk Medicinaldepot A/S (NMD)
ONOFF                                 PDC Inc
Pentax                                Price Chopper
Primalco Oy                           Ralcorp
Royal Ahold                           Satair
Schenker                              Sherwin-Williams Company
SLO Oy                                Spicers
Spray International                   Starbucks Corporation
Starkist Foods                        Statoil Logistik
Sun Valley Foods Ltd.                 Suomen LVI-tukky Oy
Synstar                               TAC
Telia AB                              The Kellogg Company
TNT Express                           Tuco Logistics
Ufulfill.com                          Uncle Ben's
Unipart                               Walker Foods/Frito Lay
Warner/Elektra/Atlantic (WEA)         West Farm Foods Inc.
VWR International                     Ziehl EBM
Zurn Industries

IMI software license sales have usually been (and are expected to continue to
be) for large dollar amounts, with licenses ranging from $0.5 million to $5.0
million.  As a result of large IMI software license sales, individual clients
have in the past accounted for more than 10 percent of total revenues in
particular quarterly periods.  For the years ended April 30, 2000, April 30,
2001, respectively, the Company had no single customer representing more than
10 percent of total revenues.  For the year ended April 30 2002, the Company
had one customer representing 10.4 percent of total revenues.  The Company
believes that the loss of any of its clients would not have a material
adverse effect upon the Company's business, operating results, or financial
condition.  The Company does not expect any of its current clients to account
for 10 percent or more of its total revenues in its 2003 fiscal year, but the
Company expects that individual clients (the identity of which likely will
change on a quarterly basis) will continue to account for 10 percent or more
of the Company's total quarterly revenues in future periods.

SALES AND MARKETING

During the past fiscal year, IMI restructured its sales and marketing
organization into four regions: the Americas, Continental Europe, Northern
Europe, and the United Kingdom.  These regions are supported by global
corporate marketing operations provided by its Stockholm headquarters.  The
Company executed upon a strategy of tailoring its business process solutions
to specific industries within each of its target geographic markets.  For
example, in the United States, the Company launched a new web site -
www.imiamericas.com - to support its Americas go-to-market efforts and
launched multiple marketing activities including selective advertising, trade
show participation and creative direct mail campaigns in support of the
Retail Value Chain initiative.  The early results of these activities have
seen an increased lead flow in the United States.  The Company also has
continued its marketing programs in Europe.  For example, in the Netherlands,
IMI invested in advertising campaigns to strengthen awareness among business
executives, focusing on high travel areas such as Schiphol Airport in
Amsterdam.  Moreover, the Company is leveraging its partnerships with IBM and
other integration solutions providers in marketing programs.

In addition to IMI's corporate offices in Stockholm, Sweden, it maintains
offices for product development, sales, and/or support in Mount Laurel, New
Jersey; London, United Kingdom; Zeist, the Netherlands; Melbourne, Australia;
and Stockholm, Gothenburg, Linkoping, and Hassleholm, Sweden.

As of April 30, 2002, the Company employed 48 sales and marketing personnel.
The Company intends to maintain current expenditures for marketing activities
worldwide to support its direct sales force.  These programs will include
public relations, direct mail, trade shows, product seminars, web marketing,
user group conferences, and ongoing customer communication programs.

The Company also relies on informal arrangements with a number of hardware,
software, consulting, and systems integration firms to enhance its marketing,
sales, and customer support efforts, particularly for implementation and
support of its products as well as lead generation and assistance in the
sales process.  The Company expects to continue to rely significantly upon
such third parties for marketing and sales, lead generation, product
implementation, customer support services, and end user training.

PRODUCT STRATEGY AND MANAGEMENT

IMI maintains a product strategy and product management organization that
reports to the Americas organization.  This organization reporting structure,
implemented during the final quarter of fiscal 2002, is part of the Company's
overall business strategy to become more market-driven in the future
direction of its products and services.  The strategy group maintains
industry specialists in both the Americas and Europe to work with both
current and prospective clients to determine the trends that are impacting
the Company's target markets and aligns IMI's resources to meet their
evolving needs.

PRODUCT DEVELOPMENT

IMI maintains worldwide product development operations at its corporate
headquarters in Stockholm.  Industri-Matematik has devoted significant
resources to product development since its inception, and the Company's
product development expenses for the years ended April 30, 2000, April 30,
2001, and 2002 were $17.8 million, $15.5 million, and $10.5 million
respectively.  As of April 30, 2002, the Company employed 81 people in
product development.  The Company believes that its future success depends
upon its ability to continue to enhance existing products, respond to
changing customer requirements, and develop and introduce new or enhanced
products that keep pace with technological developments and emerging industry
standards.  There can be no assurance that the Company will be successful in
developing enhanced versions of its software suite or other new products on a
timely basis, or that such enhancements or new products, when introduced will
achieve market acceptance or will adequately address the changing needs of
the marketplace.

EMPLOYEES

As of April 30, 2002, the Company employed a total of 423 full-time
employees, including 274 in the Nordic region, 93 in the United States, 35 in
the United Kingdom, 17 in the Netherlands, and 4 in Australia.  The Company
believes its future success will depend in part upon its ability to attract
and retain highly skilled management, marketing, sales, consulting, and
product development personnel.  Competition for such personnel is intense,
and there can be no assurance that the Company will be able to retain its key
employees or that it will be successful in attracting, assimilating, and
retaining such personnel in the future.  Of the Company's full-time
employees, 48 are in sales and marketing, 250 are in services and
maintenance, 81 are in product development, and 44 are in general
administrative functions.  The Company does not have any collective
bargaining agreements with its employees and believes that its employee
relations are good.

Pricing

The license fees for the Company's software products have been determined
based on specific components, number of servers, number of defined users, and
the projected number of order lines to be processed per year in the
customer's system.

Software Tools

The Company supports its products with a range of software tools developed by
the Company or by third parties.  These tools are used by the Company to
develop, deliver, and maintain the software and by the Company's customers to
implement, develop extensions to, and support the software.

TRIM.  TRIM is a 4GL application development tool that is optimized for
applications involving large transaction volumes and large numbers of
concurrent users.  TRIM is licensed to the Company from Trifox, Inc. and was
used by the Company to develop IMI Order.  TRIM also is sold as an
application development tool to customers requiring the ability to develop
custom applications.

SDCM.  SDCM, the Software Development and Configuration Manager tool, allows
the Company to develop, deliver, and maintain its software products.  SDCM
also allows customers to develop customized functionality in a multi-user
environment, control the modification of programs, documentation, and
databases, as well as manage data security and system integrity in the
implementation of its software.

Express Gateways.  Express Gateways allow customers to integrate the software
with other management information systems, such as financial reporting and
manufacturing resource-planning systems.

Business Engineering Workbench.  This is a Windows client-based tool focused
on enhancing the implementation process.  This tool consists of two
components:  Navigation Express and Implementation Express.  Navigation
Express provides a comprehensive review of the key software business
concepts, routine flows, and implementation codes and parameters.
Implementation Express utilizes an upper case facility to document
graphically all software business processes, routines, and functions.  These
graphical views of the software data model provide IMI customers with tools
for mapping current and future business processes against the software
business flows.

WebSphere.  WebSphere is a development tool used for developing the Company's
Internet architected components.  The tool is licensed from IBM.

RISK FACTORS

In addition to the other information in this Report, the following risk
factors should be considered carefully in evaluating the Company and its
business.

NO ASSURANCE OF PROFITABILITY.  Although the Company achieved net income of
$6.9 million and $9.4 million in its 1997 and 1998 fiscal years,
respectively, the Company had losses of $35.3 million,$22.8 million, and
$35.3 million, and $6.6 million in its 1999, 2000, and 2001, and 2002 fiscal
years, respectively.  There can be no assurance that the Company will be
profitable in any future period.  Future operating results will depend on
many factors, including the growth of the market for supply chain and
customer relationship management software, market acceptance of the Company's
existing and new or enhanced software products, competition, the success of
the Company's sales, support, service, and marketing organizations, general
economic conditions, and other factors.

SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND SEASONALITY.  The
Company has experienced, and expects to continue to experience, significant
fluctuations in quarterly operating results that may be caused by many
factors, including, among others: the size and timing of orders for the
Company's products; the lengthy sales and/or implementation cycle for the
Company's products; delays in the implementation process; introduction or
enhancement of products by the Company or its competitors; changes in pricing
policies of the Company or its competitors; increased competition;
technological changes in computer systems and environments; the ability of
the Company to timely develop, introduce, and market new products and new
versions of existing products; quality control of products sold; market
readiness to deploy supply chain and customer relationship management
products for distributed computing environments; market acceptance of new
products and product enhancements; seasonality of revenue; customer order
deferrals in anticipation of new products and product enhancements; personnel
changes; fluctuations in foreign currency exchange rates; and mix of license
and service and maintenance revenues and general economic conditions. The
Company's revenues have been, and the Company believes will continue to be,
derived from sales (licenses) significant to its customers and, as such, the
timing of such sales is difficult to predict.  Timing of sales (licenses) has
caused, and is expected to continue to cause, material fluctuations in the
Company's operating results, particularly on a quarterly basis.  As a result
of these and other factors, the Company believes that period-to-period
quarterly comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future
performance.  The Company's quarterly operating results also are subject to
certain seasonal fluctuations.  The Company's revenues, particularly its
license revenues, are typically strongest in its third and fourth fiscal
quarters, which end January 31 and April 30, respectively, and weakest in its
first and second fiscal quarters, which end July 31 and October 31,
respectively.  The Company's revenues and operating results in its third
fiscal quarter typically benefit from purchase decisions made by the large
concentration of customers with calendar year-end budgeting, while revenues
and operating results in its fourth fiscal quarter typically benefit from the
efforts of the Company's sales force to meet fiscal year-end sales quotas.
Like many application software vendors, in its first and second fiscal
quarters, the Company's sales force initiates sales activity directed to
achieving fiscal year-end goals.  In addition, the Company's first and second
fiscal quarters include the months of July and August when both sales and
billable customer services activity, as well as customer purchase decisions,
are reduced, particularly in Europe, due to summer vacation schedules.  As a
result of these seasonal factors, the Company generally experiences weaker
performance in its first and/or second fiscal quarters as compared to its
third and/or fourth fiscal quarters.

UNPREDICTABILITY OF ORDERS.  Because the Company generally ships software
products within a short period after receipt of an order, it typically does
not have a material backlog of unfulfilled orders.  License revenues in any
quarter are substantially dependent on orders booked and shipped in that
quarter and cannot be predicted with any degree of certainty.  The Company
has historically recognized a significant portion of its license revenues in
the last two weeks of a quarter.  Any significant shortfall of license
revenues in relation to the Company's expectations or any material delay of
customer orders may have an immediate adverse effect on its business,
operating results, and financial condition.  Due to the foregoing factors, it
is possible that in future periods the Company's revenues and thus its
operating results may be below the expectations of public market analysts and
investors.  In such event, the price of the Company's Common Stock could be
materially and adversely affected.

LENGTHY SALES AND IMPLEMENTATION CYCLE.  The sale (license) and
implementation of the Company's products, particularly those related to
larger sales of enterprise applications, generally involve a significant
commitment of resources by prospective customers.  As a result, the Company's
sales process often is subject to delays associated with lengthy approval
processes associated with significant capital expenditures.  For these and
other reasons, the sales cycle associated with the license of the Company's
products varies substantially from customer to customer and typically lasts
between 3 and 12 months during which time the Company may devote significant
time and resources to a prospective customer, including costs associated with
multiple site visits, product demonstrations, and feasibility studies, and
experience a number of significant delays over which the Company has no
control.  Any significant or ongoing failure by the Company to ultimately
achieve such sales could have a material adverse effect on the Company's
business, operating results, and financial condition.  In addition, following
license sales, the software implementation typically involves customer
training, integration with the customer's other existing systems, and the
development of product extensions to add customer-specific functionality.
The Company and/or a third party consultant generally provide such post
delivery implementation services pursuant to a separate professional services
agreement.  A successful implementation requires a close working relationship
between the Company, the customer, and, frequently, third party consultants
who assist in the implementation process.  Any inability of the Company to
achieve such close working relationships, or any inability of the Company's
consulting services organization or third party consultants to perform
implementation services on a timely basis, may result in delays in the
customer implementation process.  There can be no assurance that delays in
the implementation process for any given customer will not have a material
adverse effect on the Company's business, operating results, and financial
condition.

COMPETITION.  The Company's products are targeted at markets for supply chain
and customer relationship management software products.  This market space is
very competitive and characterized by rapid technological change.  The
Company's competitors are diverse and offer a variety of solutions directed
at various segments of the supply chain and customer relationship management
as well as the enterprise as a whole.  These competitors include (i)
enterprise application software vendors which offer client/server ERP
solutions, such as SAP AG, J.D. Edwards & Company, System Software
Associates, Inc., and Oracle, (ii) companies offering e-commerce and CRM
solutions, such as Yantra Corporation, CommercialWare, Descarte Systems,
Siebel, and I2,(iii) companies offering standardized or customized products
on mainframe and/or mid-range computer systems, (iv) internal development
efforts by corporate information technology departments, (v) smaller
independent companies which have developed or are attempting to develop
advanced supply chain management and/or logistics execution software which
complements or competes with the Company's software solutions, and (vi) other
business application software vendors who may broaden their product offerings
by internally developing, or by acquiring or partnering with independent
developers of, advanced logistics execution software. In addition, many of
the Company's competitors have longer operating histories, significantly
greater financial, technical, marketing, and other resources, greater name
recognition, and a larger installed base of customers than the Company.  In
order to be successful in the future, the Company must continue to respond
promptly and effectively to the challenges of technological change and
competitive innovations.  The Company's competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements or devote greater resources to the development, promotion, and
sale of their products than the Company.  The Company also expects to face
additional competition as other established and emerging companies enter the
market for order fulfillment and customer relationship management software
and new products and technologies are introduced.  In addition, current and
potential competitors may make strategic acquisitions or establish
cooperative relationships among themselves or with third parties, thereby
increasing the ability of their products to address the needs of the
Company's prospective customers.  Accordingly, it is possible that new
competitors or alliances among current and new competitors may emerge and
rapidly gain significant market share resulting in price reductions, fewer
customer orders, and reduced gross margins, any one of which could materially
adversely affect the Company's business, operating results, and financial
condition.  There can be no assurance that the Company will be able to
compete successfully with existing or new competitors or that competition
will not have a material adverse effect on the Company's business, operating
results, and financial condition.

ATTRACTING AND RETAINING KEY EMPLOYEES.  The Company believes its future
success and ability to achieve revenue growth will depend in significant part
upon its ability to attract and retain highly skilled management, sales,
support, service, marketing, and product development personnel.  Competition
for such personnel is intense, and recruiting such personnel is becoming
increasingly difficult because of the strong world-wide economy.  In
addition, the loss of one or more of the Company's key personnel could have a
material adverse effect on the Company's business, operating results, and
financial condition.  The Company does not have, and does not intend to
obtain, key man life insurance on any of its executive management personnel.
There can be no assurance that the Company will be able to retain its key
employees or that it will be successful in attracting, assimilating, and
retaining such personnel in the future.  Failure to attract, assimilate, and
retain key personnel could have a material adverse effect on the Company's
business, operating results, and financial condition.

RELIANCE ON AND NEED TO DEVELOP ADDITIONAL RELATIONSHIPS WITH THIRD PARTIES.
The Company relies on formal and informal arrangements with a number of
software vendors and consulting and systems integration firms to enhance its
sales, support, service, and marketing efforts, particularly with respect to
implementation and support of its products and lead generation and assistance
in the sale process.  Such firms include: Worldwide - Accenture, Cap Gemini,
Emerald Solutions, IBM, and Oracle Consulting; North America - Kyrus, Kurt
Salmon Associates, Safeguard Solutions and Unisys Inc.; in North America, and
Europe - Debis, ECsoft, Sema Group, Xecute, IconMedialab, Logistics
Consultancy, Norway Medata, Ordina, Tamperen Systemitiimi, and Tieto-Enator.
The Company expects to continue to rely significantly upon such third parties
for marketing and sales, lead generation, product implementation, customer
support services, and end user training.  The Company will need to expand its
relationships with these parties and enter into relationships with additional
third parties in order to support revenue growth.  Many such firms have
similar, and often more established, relationships with the Company's
principal competitors.  There can be no assurance that these and other third
parties will provide the level and quality of service required to meet the
needs of the Company's customers, that the Company will be able to maintain
an effective, long term relationship with such third parties, or that such
third parties will continue to meet the needs of the Company's customers.  If
the Company is unable to develop and maintain effective relationships with
these and other third parties, or if such parties fail to meet the needs of
the Company's customers, the Company's business, operating results, and
financial condition could be adversely affected.  Further, there can be no
assurance that these software vendors and third party implementation
providers, many of which have significantly greater financial, technical,
personnel, and marketing resources than the Company, will not market software
products in competition with the Company in the future or will not otherwise
reduce or discontinue their relationships with or support of the Company and
its products.

DEPENDENCE ON CORE PRODUCTS.  License and service and maintenance revenues
related to the Company's IMI suite of software products (which includes
products formerly know as System ESS or VIVALDI) have represented a
substantial portion of the Company's revenues in recent years.  The Company's
success depends on continued market acceptance of its existing products as
well as its ability to introduce new versions and products to meet the
evolving needs of its customers.  There can be no assurance that the
Company's products will continue to achieve market acceptance or that the
Company will introduce enhanced versions on a timely basis, or at all, to
meet the evolving needs of its customers.  Any reduction in demand for the
Company's products, increased competition in the market for supply chain and
customer relationship management software, technological change, or other
factors could have a materially adverse effect on the Company's business,
operating results and financial condition.

DEPENDENCE ON MARKET FOR ORDER MANAGEMENT SOFTWARE.  The Company is expected
to continue to derive, a substantial portion of its revenues from licenses
and services related to its focus on the order- order management software
products.  The market for enterprise-wide management software in general, and
for supply chain including order management and customer relationship
management software in particular, has been limited in recent periods, and
there can be no assurance that it will stabilize or that businesses will
continue to license the Company's products.  The Company has spent, and
intends to continue to spend, considerable resources educating potential
customers generally about the Company's products.  However, there can be no
assurance that such expenditures will enable the Company's products to
achieve any additional degree of market acceptance.  If the market for the
Company's software fails to grow or grows more slowly than the Company
currently anticipates, the Company's business, operating results, and
financial condition could be materially and adversely affected.

RAPID TECHNOLOGICAL CHANGE AND REQUIREMENT FOR FREQUENT PRODUCT TRANSITIONS.
The market for the Company's products is characterized by rapid technological
developments, evolving industry standards, and rapid changes in customer
requirements.  The introduction of products embodying new technologies, the
emergence of new industry standards, or changes in customer requirements
could render the Company's existing products obsolete and unmarketable.  As a
result, the Company's success depends upon its ability to continue to enhance
existing products, respond to changing customer requirements, and develop and
introduce in a timely manner new or enhanced products that keep pace with
technological developments and emerging industry standards.  Customer
requirements include, but are not limited to, operability across distributed
and changing heterogeneous hardware platforms, operating systems, relational
databases, and networks.  The Company's suite of software currently provides
support for 13 languages and can currently operate on UNIX server platforms
for Hewlett-Packard Corporation, IBM, Digital Equipment Corporation, and Sun
Microsystems Corporation as well as on Windows NT server platforms.  The
Company continues to enhance its products to operate on such platforms in
order to meet customers' requirements.  There can be no assurances that the
Company will be successful in developing enhanced versions or new products on
a timely basis, or that such enhancements or new products, when introduced,
will achieve market acceptance or will adequately address the changing needs
of the marketplace.  If the Company is unable to develop and introduce new
products or enhancements to existing products in a timely manner in response
to changing market conditions or customer requirements, the Company's
business, operating results, and financial condition could be materially and
adversely affected.

LITIGATION.  In February, 1999, a class action lawsuit was commenced by
service of a complaint against the Company, certain of its officers,
directors, and controlling shareholders who sold shares of Common Stock
during the class period, and its underwriters claiming violations of the
Federal securities laws.  The complaint was dismissed, but the plaintiff had
the right and did serve a new complaint.  A motion to dismiss the second
complaint has been submitted.  No answer to either complaint was filed.
While management believes the class action to be without merit, an
unfavorable outcome in that case or any other action which may be brought
against the Company may have a material adverse affect upon the Company's
business, operating results, and financial condition.

RISK OF SOFTWARE DEFECTS.  Software products as complex as those offered by
the Company frequently contain errors or defects, especially when first
introduced or when new versions or enhancements are released.  Despite
product testing, the Company has in the past released products with defects,
discovered software errors in certain of its new versions after introduction,
and experienced delays or lost revenue during the period required to correct
these errors.  The Company regularly introduces new releases and periodically
introduces new products.  There can be no assurance that, despite testing by
the Company and by its customers, defects and errors will not be found in
existing products or in new products, releases, versions, or enhancements
after commencement of commercial shipments.  Any such defects and errors
could result in adverse customer reactions, negative publicity regarding the
Company and its products, harm to the Company's reputation, loss of or delay
in market acceptance, or require product changes, any of which could have a
material adverse effect upon the Company's business, operating results, and
financial condition.

PRODUCT LIABILITY.  The Company's license agreements with customers typically
contain provisions designed to limit the Company's exposure to potential
product liability claims.  The limitation of liability provisions contained
in such license agreements, professional services agreements, and support
agreements may not be effective.  The Company's products are generally used
to manage data critical to its customers and, as a result, the sale and
support of products by the Company may entail the risk of product liability
claims.  A successful liability claim brought against the Company not covered
by insurance could have a material adverse effect upon the Company's
business, operating results, and financial condition.

DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISKS OF INFRINGEMENT.  The Company's
success depends, in part, upon the protection of its proprietary technology.
The Company relies on a combination of copyright, trademark, and trade secret
laws, confidentiality procedures, and license arrangements to establish and
protect its proprietary rights.  As part of its confidentiality procedures,
the Company licenses its software pursuant to signed license agreements that
impose restrictions on the licensee's ability to utilize the software and
generally enters into non-disclosure agreements with its employees,
distributors, and partners, and limits access to and distribution of its
software, documentation, and other proprietary information.  Despite these
precautions, it may be possible for a third party to copy the Company's
products or otherwise obtain and use the Company's proprietary technology
without authorization.  In addition, the laws of certain countries do not
protect the Company's proprietary rights to the same extent as do the laws of
the United States or Sweden.  Accordingly, third parties may copy or
otherwise obtain and use the Company's proprietary technology without
authorization.  There can be no assurance that the Company's protection of
its proprietary rights will be adequate or that the Company's competitors
will not independently develop similar technology or duplicate illegally the
Company's products.

The Company is not aware that any of its products infringe the proprietary
rights of third parties.  There can be no assurance, however, that third
parties will not claim such infringement by the Company with respect to
current or future products.  The Company expects that software product
developers increasingly will be subject to such claims as the number of
products and competitors in the Company's industry segment grows and the
functionality of products in the industry segment overlap.  Any such claims,
with or without merit, could result in costly litigation that could absorb
significant management time, which could have a material adverse effect on
the Company's business, operating results, and financial condition.  Such
claims might require the Company to enter into royalty or license agreements.
Such royalty or license agreements, if required, may not be available on
terms acceptable to the Company or at all, which could have a material
adverse effect upon the Company's business, operating results, and financial
condition.

EXPOSURE TO CURRENCY FLUCTUATIONS.  A significant portion of the Company's
business is conducted in currencies other than the U.S. dollar (the currency
in which its financial statements are stated), primarily the Swedish krona
and, to a lesser extent, the U.K. pound sterling, the Euro, the Australian
dollar, and the Canadian dollar.  The Company incurs a significant portion of
its expenses in Swedish krona, including all of its product development
expenses and a substantial portion of its general and administrative
expenses.  As a result, fluctuations of the value of the Swedish krona
relative to the other currencies in which the Company generates revenues and
expenses, could adversely affect operating results.  The financial statements
of the Company are translated from the functional currency of the operating
subsidiaries into U.S. dollars, the Company's reporting currency, utilizing
the current rate method.  Accordingly, assets and liabilities are translated
at exchange rates in effect at the end of the reporting period, and revenues
and expenses are translated at the weighted average exchange rate during the
period.  All translation gains or losses from the translation into the
Company's reporting currency are included as a separate component of
stockholders' equity.  Fluctuations in the Swedish krona and other currencies
relative to the U.S. dollar will effect period to period comparison of the
Company's reported results of operations.  Due to constantly changing
currency exposures and the volatility of currency exchange rates, there can
be no assurance that the Company will not experience currency losses in the
future, nor can the Company predict the effect of exchange rate fluctuations
upon future operating results.  The Company does not currently undertake
hedging transactions to cover its currency exposure, but the Company may
choose to hedge a portion of its currency exposure in the future as it deems
appropriate.

POSSIBLE VOLATILITY OF STOCK PRICE.  The market price for the Common Stock
has in the past been, and in the future could be, subject to significant
fluctuations in response to a number of factors, including the announcement
of new products or product enhancements by the Company or its competitors,
quarterly variations in the Company's results of operations, or results of
operations of its competitors or companies in related industries, changes in
earnings or revenue estimates, or recommendations by securities analysts,
developments in the Company's industry, general market conditions, and other
factors, including factors unrelated to the operating performance of the
Company or its competitors. In addition, stock prices for many companies in
the technology and emerging growth sectors have experienced wide fluctuations
that have often been unrelated to the operating performance of such companies
and are currently a depressed market sector.  Such factors and fluctuations,
as well as general economic, political, and market conditions, such as
recessions, could materially and adversely affect the market price of the
Company's Common Stock.

POSSIBLE DELISTING OF THE COMPANY'S COMMON STOCK FROM THE NASDAQ NATIONAL
MARKET.  In June 2002, the Company received notice from Nasdaq that its
Common Stock had failed to maintain a minimum bid price of $1 in accordance
with the requirements for continued listing on The Nasdaq National Market.
The notice stated that if the Common Stock did not sustain a $1 closing bid
price for at least 10 consecutive trading days prior to September 10, 2002,
the Company's Common Stock could be delisted from the exchange.  If the
Company's Common Stock is delisted from The Nasdaq National Market, the
trading market for the Common Stock could be affected which could make it
difficult for investors to trade the Common Stock.  The Company cannot give
assurance that its Common Stock will comply with the minimum bid requirement
or that Nasdaq will not delist the Common Stock.  In the event that Nasdaq
seeks to delist the Common Stock, the Company may or may not choose to appeal
the delisting.  Even if it does decide to appeal, it cannot give assurance
that an appeal would be successful.

If the Company's commons stock is delisted, it may or may not apply for
listing on the The Nasdaq SmallCap Market, the OTC Bulletin Board, or another
quotation system or exchange on which it could qualify.  The Company cannot
assure you, however, that it would apply for listing on another quotation
system or exchange if it is delisted from The Nasdaq National Market or that
if it does apply for listing, that it would be eligible initially for such
listing or that if it does become listed, that it would be able to maintain
eligibility.

A common course of action for companies attempting to maintain their listing
by ensuring a bid price in excess of $1 is the institution of a reverse stock
split.  At present, the Company has made no decision with respect to this
course of action but will continue to evaluate this alternative in light of
all other options.  A reverse stock split could negatively impact the value
of the Company's Common Stock by allowing additional downward pressure on the
stock price as its relative value becomes greater following the reverse stock
split.  Similarly, a delisting may negatively impact the value of the Common
Stock because stocks trading on the over-the-counter markets are typically
less liquid and trade with larger variations between the bid and ask price.


CONTROL BY MANAGEMENT AND CURRENT STOCKHOLDERS; INDEMNIFICATION OF OFFICERS
AND DIRECTORS.  The Company's executive officers and directors and their
affiliates, in the aggregate, own beneficially 51.1% of the Company's
outstanding Common Stock as of July 1, 2002.  In particular, Warburg, Pincus
Investors, L.P. ("Warburg") owned beneficially 38.0% of the Company's
outstanding Common Stock as of such date.  As a result, Warburg can exercise
significant influence over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions.  The voting power of Warburg and the Company's officers and
directors under certain circumstances could have the effect of delaying,
deferring, or preventing a change in control of the Company, and making
certain transactions more difficult or impossible absent the support of such
stockholders, including proxy contests, mergers involving the Company, tender
offers, open-market purchase programs, or other purchases of Common Stock
that could give stockholders of the Company the opportunity to realize a
premium over the then prevailing market price for shares of Common Stock. The
Company has entered into agreements with its officers and directors
indemnifying them against losses they may incur in legal proceedings arising
from their service to the Company.

EFFECT OF CERTAIN CHARTER PROVISIONS; ANTITAKEOVER EFFECTS OF THE COMPANY'S
CHARTER, BY-LAWS, AND DELAWARE LAW.  The Company's Board of Directors has the
authority to issue up to 15,000,000 shares of Preferred Stock and to
determine the price, preferences, privileges, and restrictions, including
voting rights, of those shares without any further vote or action by the
stockholders.  The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future.  The issuance of Preferred Stock
could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of the Company.  In
addition, the Company is subject to the antitakeover provisions of Section
203 of the Delaware General Corporation Law, which prohibits the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner.  The application of Section 203 also could have the
effect of delaying, deferring, or preventing a change of control of the
Company.  Further, certain provisions of the Company's Certificate of
Incorporation and By-laws may have the effect of discouraging, delaying, or
preventing a merger, tender offer, or proxy contest involving the Company,
which could adversely affect the market price of the Company's Common Stock.

REGISTRATION RIGHTS.  A total of 15,349,769 shares of Common Stock held by
certain stockholders are entitled to certain registration rights.  If such
stockholders, by exercising their registration rights, cause a large number
of shares to be registered and sold in the public market, the sale of such
shares could have a material adverse effect on the market price for the
Company's Common Stock and could materially adversely effect the Company's
ability to raise additional capital when or if required.

ENFORCEABILITY OF U.S. JUDGMENTS AGAINST NON-U.S. OFFICERS AND DIRECTORS.  A
substantial portion of the Company's assets are located outside the United
States.  In addition, members of the Board of Directors of the Company and
certain experts named herein are residents of countries other than the United
States.  As a result, it may not be possible for investors to effect service
of process within the United States upon such persons or to enforce against
such persons judgments of courts of the United States predicated upon civil
liabilities under the United States Federal securities laws.  There can be no
assurance that United States investors will be able to enforce against the
members of the Board of Directors or certain experts named herein who are
residents of Sweden or countries other than the United States, any judgments
in civil and commercial matters, including judgments under the federal
securities laws.  In addition, there is doubt as to whether a Swedish court
would impose civil liability on the members of the Board of Directors of the
Company in an original action predicated solely upon the Federal securities
laws of the United States brought in a court of competent jurisdiction in
Sweden against the Company or such members.

HOLDING COMPANY STRUCTURE.  All of the operations of the Company are and will
be conducted through direct and indirect subsidiaries.  The Company's cash
flow will depend upon the operating results and cash flow of its subsidiaries
and the payment of funds by those subsidiaries to the Company in the form of
loans, dividends, or by other methods.  The subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to
make funds available to the Company, whether in the form of loans, dividends,
or otherwise.  Applicable law in certain countries may limit the ability of a
subsidiary to pay dividends in the absence of sufficient distributable
reserves or for other reasons.  The Company's Australian, Canadian, Dutch,
French, German, Swedish, United Kingdom, and United States subsidiaries are
not subject to any current exchange controls of which the Company is aware.
However, future exchange controls in these counties, or the existence of such
controls in other countries in which the Company establishes subsidiaries,
could limit or restrict the ability of the Company to obtain loans,
dividends, or otherwise access financial resources in such subsidiaries.  In
addition, the Company's subsidiaries may from time to time in the future
become parties to financing arrangements which may contain limitations on the
ability of such subsidiaries to pay dividends or to make loans or advances to
the Company.  In the event of any insolvency, bankruptcy, or similar
proceedings, creditors of the subsidiaries would generally be entitled to
priority over the stockholders of the Company with respect to assets of the
affected subsidiary.

ITEM 2.  FACILITIES

The Company's principal product development facilities and its Nordic
service, support, sales, and marketing offices are located in Stockholm,
Sweden.  In August, 1999, the Company moved its Stockholm operations to new
premises of approximately 98,000 square feet pursuant to a lease expiring
August 2004.  The Company also leases 38,000 square feet of office space in
Mt. Laurel, New Jersey, pursuant to a lease expiring in January 2005, three
smaller offices in Sweden, and one each in the United Kingdom, the
Netherlands, and Australia.  Following reductions in personnel in the past
three years, the Company has been able to sublease all extra office space.
The Company believes that it will be able to locate sufficient office space
to allow it to operate according to its plans for at least the next two
fiscal years.

ITEM 3.  LEGAL PROCEEDINGS

In February, 1999, a class action lawsuit was commenced by service of a
complaint against the Company, certain of its officers, directors, and
controlling shareholders who sold shares of Common Stock during the class
period, and its underwriters claiming violations of the Federal securities
laws.  The complaint was dismissed, but the plaintiff had the right and did
serve a new complaint.  A motion to dismiss the second complaint has been
submitted.  No answer to either complaint was filed.  While management
believes this action to be without merit, an unfavorable outcome in the class
or any other action which may be brought against the Company may have a
material adverse affect upon the Company's business, operating results, and
financial condition. In fiscal 2002, the Company obtained an arbitration
award against a former customer (subsequently reduced to judgment).  The
collectibility of the judgment remains doubtful.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended April 30, 2002.






                                     PART II

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

The Company's Common Stock, $.01 par value, is traded on the Nasdaq National
Market under the symbol "IMIC".  The following table sets forth, for the
fiscal quarters indicated, the high and low closing prices per share for the
respective quarterly periods, as reported in published financial sources.

Fiscal year 2001                                       High            Low
-----------------                                      ----           ----
First Quarter (ended July 31, 2000)                $  8.0625      $  3.5938
Second Quarter (ended October 31, 2000)               4.4375         2.7500
Third Quarter (ended January 31, 2001)                5.1250         1.7188
Fourth Quarter (ended April 30, 2001)                 2.4688         1.0000

Fiscal year 2002                                       High            Low
-----------------                                      ----           ----
First Quarter (ended July 31, 2001)                 $ 1.8700       $ 0.8800
Second Quarter (ended October 31, 2001)               1.3000         0.6100
Third Quarter (ended January 31, 2002)                1.3000         0.7300
Fourth Quarter (ended April 30, 2002)                 1.2600         0.9200

As of July 25, 2002, there were 123 shareholders of record including Cede &
Company in its capacity as nominee for the Depository Trust Company.

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common Stock and
does not intend to do so in the foreseeable future.  It is the present
intention of the Company to retain any future earnings to provide funds for
the operation and expansion of its business.

ITEM 6.  SELECTED FINANCIAL DATA

The following selected consolidated financial data is qualified by reference
to, and should be read in conjunction with, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," in Item 7 of this
Amendment No. 1 to Form 10-K and the Consolidated Financial Statements and
Notes thereto and the other financial information included in Item 14 of this
Amendment No. 1 to Form 10-K.  The selected consolidated financial data set
forth below for the Company as of April 30, 2002, and April 30, 2001, and for
each of the three years in the period ended April 30, 2002, are derived from
audited financial statements included elsewhere in this Report.




<TABLE>
Five Year Review:
                                                                   Year Ended April 30,
                                                     2002        2001        2000        1999        1998
                                                               (in thousands, except per share data)
Consolidated Statement of Operations Data:
  Revenues:
<S>                                               <C>         <C>         <C>         <C>         <C>
 Licenses .....................................   $  4,479      13,478    $ 12,167    $ 17,039    $ 36,090
 Services and maintenance .....................     48,239      53,313      61,318      68,233      57,632
 Other ........................................      2,562       2,564       1,540       1,696       1,662
                                                  --------    --------    --------    --------    --------
 Total revenues ...............................     55,280      69,355      75,025      86,968      95,384
                                                  --------    --------    --------    --------    --------
Cost of revenues:

 Licenses .....................................        307       1,336       1,916       2,212         790
 Services and maintenance .....................     31,870      37,375      48,528      68,670      41,826
 Other ........................................        935         520         429         752       1,029
                                                  --------    --------    --------    --------    --------
 Total cost of revenues .......................     33,112      39,231      50,873      71,634      43,645
                                                  --------    --------    --------    --------    --------
 Gross profit .................................     22,168      30,124      24,152      15,334      51,739
                                                  --------    --------    --------    --------    --------
Operating expenses:

 Product development ..........................     10,458      15,479      17,784      24,267      14,684
 Acquired In-process Research and Development .         --          --          --       2,500          --
 Sales and marketing ..........................     10,658      15,878      20,555      27,295      20,878
 General and administrative ...................      7,579       9,026       9,251      12,332       6,989
 Amortization of goodwill .....................        741       4,506       1,383         486         114
 Restructuring costs ..........................         --       5,391          --       3,522          --
                                                  --------    --------    --------    --------    --------

 Total operating expenses .....................     29,436      50,280      48,973      70,402      42,665
                                                  --------    --------    --------    --------    --------
Income (loss) from operations .................     (7,268)    (20,156)    (24,821)    (55,068)      9,074
 Other income (expense):
 Interest income ..............................        560       1,561       2,183       4,446       3,490
 Interest expense .............................         (3)        (13)        (65)       (128)       (123)
 Miscellaneous expense, net ...............            109      (1,219)        (96)       (931)       (286)
                                                  --------    --------    --------    --------    --------
Income (loss) from continuing
 operations before income taxes ...............     (6,602)    (19,827)    (22,799)    (51,681)     12,155
(Provision) benefit for income taxes ..........         --     (15,424)         --      16,422      (2,762)
                                                  --------    --------    --------    --------    --------
Income (loss) from continuing operations ......     (6,602)    (35,251)    (22,799)    (35,259)      9,393
--
                                                  --------    --------    --------    --------    --------
Net income (loss) .............................   $ (6,602)   $(35,251)   $(22,799)   $(35,259)   $  9,393
                                                  ========    ========    ========    ========    ========
Net income (loss) per share data-assuming dilution(1):

Income (loss) from continuing operations ......   $  (0.20)   $  (1.10)   $  (0.72)   $  (1.09)   $   0.30
Income from discontinued operations ...........         --          --          --          --         --
                                                  --------    --------    --------    --------    --------
Net income (loss) per share-assuming dilution     $  (0.20)   $  (1.10)   $  (0.72)   $  (1.09)   $   0.30
                                                  ========    ========    ========    ========    ========
Shares used in per share calculation-assuming
  dilution ....................................     32,198      31,986      31,672      32,431      30,821
                                                  ========    ========    ========    ========    ========


                                                                  April 30,
                                          2002           2001          2000          1999          1998
                                                                (in thousands)
Consolidated Balance Sheet Data:
  Cash and cash equivalents.          $  16,422      $ 12,053      $ 12,036      $ 29,065      $ 41,982
  Short-term investments ...                 --        12,866        19,821        24,848        69,416
  Working capital ..........             11,481        16,475        32,650        54,187       120,479
  Total assets .............             38,409        52,510        88,932       115,085       149,329
  Capital lease obligations,
    less current portion ....                 -             -             -             -           281
  Total stockholders' equity             18,976        25,790        61,459        83,881       124,573
- ----------
</TABLE>



(1) See Note 12 of Notes to Consolidated Financial Statements for an
explanation
of the determination of shares used in calculating net income (loss) per
share-assuming dilution.


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

OVERVIEW

INDUSTRI-MATEMATIK INTERNATIONAL CORP. was incorporated in the State of
Delaware in 1995 and conducts its business through domestic and international
subsidiaries.  The Company's business was founded in 1967 by incorporation in
Sweden as Industri-Matematik AB ("IMAB").  In May 1995, the then-stockholders
of IMAB exchanged all of their IMAB shares for shares of the Company's
capital stock and IMAB became a wholly owned subsidiary of the Company.
According to a Prospectus dated September 25, 1996, 5,060,000 shares of the
Company's Common Stock were sold to the public in an initial public offering
and the Company's Common Stock began trading on the NASDAQ National Market
under the symbol "IMIC".  During fiscal 1998, according to a Prospectus dated
October 31, 1997, the Company completed a secondary public offering of
8,136,250 shares of Common Stock.

The Company develops, markets, and supports application software that enables
its clients to optimize and manage order and replenishment business processes
based on actual customer demand, supporting best-in-class, pull-driven supply
chain practices.  IMI's current primary target customers are members of the
Retail Value Chain: mid-range to large-scale consumer goods manufacturers,
wholesalers, retailers, and logistics service providers.

The Company has identified supply-chain business processes that are critical
to the Retail Value Chain: collaborative order management, demand
replenishment, store replenishment, and logistics execution.  The Company's
suite of branded modules - IMI Order, IMI Warehouse, IMI Replenishment, IMI
Store, IMI CRM, IMI Analytics, IMI Collaboration, and IMI Access - supports
these processes.  In addition, the Company has a professional services
organization and relationships with third-party technology vendors and system
integrators that configure solutions for clients.

Representative clients of IMI include Albert Heijn, AT&T Pre-Paid Cards,
Brunswick Corporation - Mercury Marine, Campbell Soup Company, Canadian Tire
Corporation, Canon, Dannon, InterPharm Group B.V., J.F. Hillebrand, JM
Smuckers, The Kellogg Company, Kramp Groep, Price Chopper, Royal Ahold -
Hakongruppen, Shenker, Sherwin-Williams Company, Spicers, Starbucks
Corporation, Telia AB, TNT Express, Warner/Electra/Atlantic (WEA) and West
Farm Foods.

Substantially all of the Company's revenues in the last three years have
been attributable to license fees and related services, including software
maintenance and support, implementation, consulting, and training.  The
Company expects that license and services revenues will continue to
constitute substantially all of the Company's revenues in the foreseeable
future.

North American revenues decreased to $20.0 million in fiscal 2002 from $28.2
million in fiscal 2001, European revenues decreased to $34.7 million in
fiscal 2002 from $39.9 million in fiscal 2001, and Asia/Pacific revenues
decreased to $0.6 million from $1.2 million over the same period.  Future
operating results will depend on many factors, including the growth of the
supply chain and customer relationship management software market, market
acceptance of the Company's products, competition, the success of the
Company's sales, support, service, and marketing organizations, general
economic conditions, and other factors.

A significant portion of the Company's business has been conducted in
currencies other than the U.S. dollar (the currency in which its financial
statements are stated), primarily the Swedish krona and, to a lesser extent,
the U.K. pound sterling, the Euro, the Australian dollar, and the Canadian
dollar.  The Company incurs a significant portion of its expenses in Swedish
kronor, including a substantial part of its product development and general
and administrative expenses.  As a result, changes of the value of the
Swedish krona relative to the other currencies in which the Company generates
revenues, particularly the U.S. dollar, could affect operating results.  The
financial statements of the Company are translated from the functional
currency of the operating subsidiaries into U.S. dollars, the Company's
reporting currency, utilizing the current rate method.  Accordingly, assets
and liabilities are translated at exchange rates in effect at the end of the
reporting period, and revenues and expenses are translated at the weighted
average exchange rate during the period.  All translation gains or losses
from the translation into the Company's reporting currency are included in
Other Comprehensive Loss.  Fluctuations in the Swedish krona and other
currencies relative to the U.S. dollar will affect period to period
comparison of the Company's reported results of operations.  Due to the
constantly changing currency exposures and the volatility of currency
exchange rates, there can be no assurance that the Company will not
experience currency losses in the future, nor can the Company predict the
effect of exchange rate fluctuations upon future operating results.  The
Company does not currently undertake hedging transactions to cover its
currency exposure, but the Company may choose to hedge a portion of its
currency exposure in the future as it deems appropriate.

RESULTS OF OPERATIONS

For the fiscal periods indicated, the following table sets forth the
percentage of total revenues represented by certain items reflected in the
Company's consolidated statements of operations:

                                                     Years Ended April 30,
                                                2002        2001        2000
Consolidated Statement of Operations Data:

Revenues:
 Licenses .................................       8.1%       19.4%      16.2%
 Services and maintenance .................      87.2        76.9       81.7
 Other ....................................       4.7         3.7        2.1
                                               ------      ------     ------
  Total revenues ..........................     100.0       100.0      100.0

Cost of revenues:
  Licenses ................................       0.5         1.9        2.6
  Services and maintenance ................      57.7        53.9       64.7
  Other ...................................       1.7         0.8        0.5
                                               ------      ------     ------
   Total cost of revenues .................      59.9        56.6       67.8
                                               ------      ------     ------
   Gross profit ...........................      40.1        43.4       32.2
                                               ------      ------     ------
Operating expenses:
 Product development ......................      18.9        22.3       23.7
 Acquired in-process research and development      --          --         --
 Sales and marketing ......................      19.3        22.9       27.4
 General and administrative ...............      13.7        13.0       12.3
 Amortization of goodwill and other intangibles   1.3         6.5        1.9
 Restructuring costs ......................        --         7.8         --
                                               ------      ------     ------
  Total operating expenses ................      53.2        72.5       65.3
                                               ------      ------     ------
Loss from operations .................          (13.1)      (29.1)     (33.1)
Other income (expense):
 Interest income ..........................       1.0         2.2        2.9
 Interest expense .........................        --          --       (0.1)
 Miscellaneous expense, net ...............       0.2        (1.8)      (0.1)
                                               ------      ------     ------
Loss from continuing operations before
 income taxes .............................     (11.9)      (28.7)     (30.4)
(Provision) benefit for income taxes.......        --       (22.2)        --
                                               ------      ------     ------
-------
Net loss ..................................     (11.9%)     (50.9%)    (30.4)

COMPARISON OF FISCAL YEARS 2002, 2001, and 2000

REVENUES

The Company's revenues consist of software license revenues, service and
maintenance revenues, and other revenues.  Software license revenue is
recognized when persuasive evidence of an arrangement exists and delivery has
occurred, the fee is fixed and determinable, collectibility is probable, and
the arrangement does not require significant customization of the software.
Service revenue is recognized as the Company performs the services in
accordance with the contract.  Maintenance and support revenue is deferred
and recognized ratably over the term of the agreement, generally one year.
Other revenues are primarily third-party hardware sales necessary to help
certain customers implement the Company's products.  The Company derives
substantially all of its revenues from licenses of its software and related
service and maintenance.

Total revenues decreased 20.3% to $55.3 million in fiscal 2002 from $69.4
million in fiscal 2001 as a result of a significant decrease in software
license revenues as well as a related fall off of service and maintenance
revenues.  Total revenues decreased 7.6% to $69.4 million in fiscal 2001 from
$75.0 million in fiscal 2000 as a result of a decrease in service and
maintenance revenues offset by a small increase in software license revenues
and other revenues.

Software License Revenues.  Revenues from software licenses decreased 66.8%
to $4.5 million in fiscal 2002 from $13.5 million in fiscal 2001, and
increased 10.8% in fiscal 2001 from $12.2 million in fiscal 2000.  Software
license revenues constituted 8.1%, 19.4%, and 16.2% of total revenues in
fiscal 2002, 2001, and 2000, respectively.  Management believes that a major
factor in the decrease in software license revenue in fiscal 2002 from fiscal
2001 was due to a noticeable reduction in capital spending by companies
reacting to a general economic recession and political uncertainties
surrounding the war against terrorism.

Service and Maintenance Revenues.  Service and maintenance revenues decreased
9.5% to $48.2 million in fiscal 2002 from $53.3 million in fiscal 2001, and
decreased 13.0% in fiscal 2001 from $61.3 million in fiscal 2000.  Service
and maintenance revenues constituted 87.2%, 76.9%, and 81.7% of total
revenues in fiscal 2002, 2001, and 2000, respectively.  The decreases in the
absolute dollar amount of service and maintenance revenues in fiscal 2002
from fiscal 2001 and in fiscal 2001 from fiscal 2000 were related primarily
to the decreases in software licenses sold during prior periods, as service
and maintenance revenues tend to track software license transactions in prior
periods.

Other Revenues.  Other revenues are primarily third-party hardware sales to
the Company's Scandinavian customer base.  Other revenues remained on the
same level in fiscal 2002 as in fiscal 2001, $2.6 million, and increased
66.5% in fiscal 2001 from $1.5 million in fiscal 2000.  Other revenues
constituted 4.7%, 3.7%, and 2.1% of total revenues in fiscal 2002, 2001, and
2000, respectively.  Other revenues tend to vary over time in absolute
dollars and as a percentage of total revenues due to the size of specific
hardware sales.

COST OF REVENUES

Cost of revenues was $33.1 million, $39.2 million, and $50.9 million in
fiscal 2002, 2001, and 2000, representing 59.9%, 56.6%, and 67.8% of total
revenues, respectively.  The decreases in cost of revenues both in absolute
dollars and as a percentage of total revenues in fiscal 2002 from fiscal 2001
and in fiscal 2001 from fiscal 2000 were primarily due to actions taken by
the company to align costs with revenues.  These actions consist primarily of
allowed attrition, reductions in force, and the elimination of excess
overheads.

The following table sets forth, for the periods indicated, the cost of
revenues for each revenue category and the cost of revenues represented as a
percentage of each revenue category:


<TABLE>
                                                Year Ended April 30,
                                  2002                2001               2000
                           -----------------------------------------------------------
                           Cost      % of       Cost      % of      Cost       % of
                           of        Revenue    of        Revenue   of         Revenue
                           Revenues  Category   Revenues  Category  Revenues   Category
                      (in thousands, except percentage data)
<S>                         <C>        <C>       <C>        <C>      <C>        <C>

Licenses ...............    $   307      6.8%    $ 1,336      9.9%   $ 1,916     15.7%
Services and maintenance     31,870     66.1      37,375     70.1     48,528     79.1
Other ..................        935     36.5         520     20.3        429     27.9
                            -------              -------             -------
 Total cost of revenues     $33,112     59.9%    $39,231     56.6%   $50,783     67.8%
                            =======              =======             =======
</TABLE>



Cost of Software License Revenues.  Cost of software license revenues
consists primarily of license fees paid with respect to embedded third-party
software included with the licenses of the Company's software and,
occasionally, the cost of third-party complementary software that is licensed
together with the Company's software without being embedded.  In addition,
third parties may receive royalty commissions for participation in the sales
process.  Cost of software license revenues was $0.3 million, $1.3 million,
and $1.9 million, in fiscal 2002, 2001, and 2000, representing 6.8%, 9.9%,
and 15.7% of software license revenues, respectively.  The cost of software
license revenues in fiscal 2000 was higher as a percentage of software
licenses revenues than in either fiscal 2002 or fiscal 2001 due to a higher
proportion of licenses being sold together with third-party integrators where
a royalty commission is paid to the integrator for assistance in the selling
process during that year.

Cost of Service and Maintenance Revenues.  Cost of service and maintenance
revenues consists primarily of costs associated with consulting,
implementation, and training services and the use by the Company of third-
party consultants to perform implementation services for the Company's
customers.  Cost of service and maintenance revenues also includes the cost
of providing software maintenance to customers, such as telephone hotline
support.  Cost of service and maintenance revenues was $31.9 million, $37.4
million, and $48.5 million in fiscal 2002, 2001, and 2000, representing
66.1%, 70.1%, and 79.1%, of service and maintenance revenues, respectively.
The decreases in the cost of service and maintenance revenues in absolute
dollar amounts in fiscal 2002 from fiscal 2001 and in fiscal 2001 from fiscal
2000 were due to reductions in workforce through layoffs and attrition, a
reduction in the use of outside consultants, and a decrease in the amount of
service and maintenance performed.

Cost of Other Revenues.  Cost of other revenues consists primarily of the
cost of third party hardware supplied to certain customers.  Cost of other
revenues was $0.9 million, $0.5 million, and $0.4 million in fiscal 2002,
2001, and 2000, representing 36.5%, 20.3%, and 27.9% of other revenues,
respectively.  The Company expects the cost of other revenues to continue to
fluctuate on a period to period basis due to the size and nature of specific
hardware sales.

Product Development.  Product development expenses consist primarily of
salaries and other related costs for the Company's product development staff.
Product development expenses were $10.5 million, $15.5 million, and $17.8
million in fiscal 2002, 2001, and 2000, representing 18.9%, 22.3%, and 23.7%
of total revenues, respectively.  The decreases in product development
expenses in absolute dollar amount in fiscal 2002 from fiscal 2001 and in
fiscal 2001 from fiscal 2000 were due to decreases in the number of product
development personnel and other related costs, including the cost of outside
contractors.  In addition to allowed attrition, the company instituted a
restructuring effort at the end of fiscal year 2001 resulting in a 32%
reduction in product development costs.  Management believes that the
development of the Company's products has not been materially affected by the
staff reductions.

Software development costs incurred in the product development of new
software products are expensed as incurred until technological feasibility
has been established.  To date, the establishment of technological
feasibility of the Company's products and general release have substantially
coincided.  As a result, the Company has not capitalized any software
development costs since such costs have been immaterial.

Sales and Marketing.  Sales and marketing expenses include personnel costs,
commissions, and related costs for sales and marketing personnel, as well as
the cost of office facilities, travel, promotional events, and public
relations programs.  Sales and marketing expenses were $10.7 million, $15.9
million, and $20.6 million in fiscal 2002, 2001, and 2000, representing
19.3%, 22.9%, and 27.4% of total revenues, respectively.  Sales and marketing
expenses decreased in fiscal 2002 from fiscal 2001 and in fiscal 2001 from
fiscal 2000 in absolute dollar amount and as a percentage of total revenues
as a result of measures initiated in the fourth quarter of fiscal 2001 to
reduce costs in response to market conditions for new software licenses.

General and Administrative.  Ongoing general and administrative expenses
consist primarily of salaries and costs of the Company's finance, human
resources, information systems, administrative, and executive staff and the
fees and expenses associated with legal, accounting, and other requirements.
General and administrative expenses were $7.6 million, $9.0 million, and $9.3
million in fiscal 2002, 2001, and 2000, representing 13.7%, 13.0%, and 12.3%
of total revenues, respectively.  The decreases in absolute dollar amounts of
general and administrative expenses in fiscal 2002 from fiscal 2001 and in
fiscal 2001 from fiscal 2000 were primarily the result of decreased staffing
of accounting, human resources, and internal system administration.  The
increase in general and administrative expenses in fiscal 2002 and 2001 from
fiscal 2000 as a percentage of total revenues was primarily the result of the
decrease in total revenues over the same period.  Included in General and
Administrative expenses for fiscal years 2002 and 2001 are refunds from the
Swedish National Pension Organization, Alecta, amounting to $802,000 and
$639,000, respectively.  In addition, included in the fiscal year 2002
General and Administration expenses are extra severance expenses associated
with employee terminations in the Company's subsidiary, Abalon AB, amounting
to $812,000.

Amortization of goodwill and other intangibles.  Amortization of goodwill
and other intangibles relates to the fiscal 1998 acquisition of Ceratina
International AB, the fiscal 1999 acquisition of Abalon AB, and the fiscal
2001 acquisition of IMOY.  Goodwill and other intangibles are amortized over
a 5 to 10 year period.  Amortization of goodwill and other intangibles was
$0.7 million in fiscal 2002, $4.5 million in fiscal 2001, and $1.4 million in
2000, respectively.  In April 2001, as a result of a decline in the value of
the company's goodwill and intangible assets related to Abalon, based on
projected discounted cash flows, the company took an additional $3.0 million
write-down.  Beginning with fiscal year 2003, the Company will no longer
amortize goodwill.  The value of the company's goodwill assets will be
assessed on an ongoing basis and any impairment in the value of goodwill
assets will be written-down accordingly.

Restructuring costs.  In April, 2001, the Company announced a reorganization
of its operations into four regional units each made up of sales, services,
support, and operations staff.  In connection with the reorganization, the
Company took a restructuring charge of $5.4 million consisting primarily of
employee severance costs, lease termination expenses, and write-downs of
certain property and equipment.  Of the 57 employees terminated in Sweden, 5
worked in administration, 3 worked in sales and marketing, 13 worked in
services and support, and 36 worked in product development.  Of the 6
employees terminated in the United States 1 worked in administration, 1
worked in services and support, and 4 worked in sales and marketing.  The
lease termination expenses related to the space occupied by the terminated
employees in Sweden, and the assets written-down in the reorganization were
office equipment and leasehold improvements related to the terminated
employees as well as accounting and support systems.  The reductions in
staff, primarily in the Stockholm office, reduced excess overhead in the
product and services organizations without significantly affecting the
ongoing development of the Company's products or services to customers.

Other Income (Expense).  Other income (expense) comprises interest income,
interest expenses, and miscellaneous income and expenses.  Interest income
was approximately $0.6 million, $1.6 million, and $2.2 million in fiscal
2002, 2001, and 2000, respectively.  The decreases year to year were due to
decreases in the levels of short-term investments and cash held in interest-
bearing accounts compared to the amounts invested in prior years.  Interest
expenses were approximately $3,000, $13,000, and $65,000 in fiscal 2002,
2001, and 2000, respectively.  The decreases were the result of the lower
outstanding balance of notes payable and capital lease obligations.

Provision (Benefit) for Income Taxes.  There was no provision (benefit) for
income taxes for the years ended April 30, 2000 to April 30, 2002.  The
Company has applied a full valuation allowance to deferred tax assets
generated after April 30, 1999.  In April, 2001, the Company recorded an
additional charge to income amounting to $15.4 million by increasing the
valuation allowance by the same amount.  A 100% allowance was applied by
management based upon the Company's continuing non-profitable operations and
inability to predict when this asset could be realized.  At April 30, 2002,
the Company's deferred tax asset, which amounted to $30.9 million ($31.3
million related to net operating loss carryforwards less $0.4 million related
to other temporary differences), was offset by applying a valuation allowance
resulting in a net deferred tax asset at April 30, 2002, of $0.  Of the net
operating loss carryforwards, $12.8 million were incurred in the United
States and $14.7 million were incurred in Sweden.  The net operating loss
carryforwards, of which substantially all were incurred after April 30, 1998,
may be carried forward to offset future income up to 15 years in the United
States and indefinitely in Sweden.

Hedge Transaction.  During November, 2000, the Company entered into a hedge
transaction with a Bank to offset potential Swedish social security fee
liability upon exercise of stock options by employees living in Sweden.  The
arrangement involved the issuance by the Bank of a call to the Company
settleable in cash, which the Bank elected to cover by purchasing shares of
the Company's Common Stock.  The Company offset a portion of the cost of the
call by issuing to the Bank a right to put shares of Company Common Stock to
the Company.  Gain or loss to the Company on the closing of the transaction
will be realized based upon the increase or decrease in the price of the
Company's Common Stock.  As a result of the decline in the value of the
Company Common Stock, as of April 30, 2002, and April 30, 2001 the Company
has a provision for the decline in fair value recorded in its books relating
to the put issued to the Bank amounting to $1.6 million and $1.4 million,
respectively.  Adjustments to this provision to reflect movements in the
Company's Common Stock price have resulted in non-operating charges in fiscal
year 2002 and fiscal year 2001 of $0.2 million and $1.4 million.  The
provision is reviewed quarterly and adjusted to reflect the underlying Common
Stock value and will be reversed in full if the price of the Common Stock
reaches $4.536 per share, which is the exercise price of the put.  On April
30, 2002, and on April 30, 2001, the exercise price of the call option
($4.536) used to hedge potential Swedish social security fees was above the
market price of the Company's Common Stock.  Since there was no active market
for these types of options, the value of the call option was limited to a
calculated option premium, which was offset in the financial statements by
the corresponding premium on the put option.  The original net premium of
$50,000 is being amortized over the 5-year term of the options.  The number
of shares of Company Common Stock subject to the call at any given time,
which depends on the number of options outstanding from time to time, is
presently 450,000 and is not expected to exceed that number.  It is
anticipated that the hedge transaction will be open for several years.  As
part of that transaction, the Company deposited $2.1 million with the Bank
and recorded a non-current asset in that amount.


New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations".  The Statement addresses financial accounting and reporting
for business combinations completed after June 30, 2001.  The Statement
eliminates the pooling of interests method and requires use of the purchase
method for all business combinations.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets".  The Statement is effective for fiscal years beginning after
December 15, 2001.  The provisions of SFAS 142 (1) prohibit the amortization
of goodwill and indefinite-lived intangible assets, (2) require that goodwill
and/or indefinite-lived intangible assets be tested annually for impairment
(and in interim periods if certain events occur indicating that the carrying
value of such assets may be impaired, ( 3) require that reporting units be
identified for the purpose of assessing potential future impairments of
goodwill and (4) remove the forty-year limitation on the amortization period
of intangible assets that have finite lives.

IMI will adopt SFAS No.'s 141 and 142 as of May 1, 2002.  IMI is in the
process of adopting  SFAS 142 and is making the determinations as to what its
reporting units are and what amounts of goodwill, intangible assets, other
assets and liabilities should be allocated to those reporting units.  The
Company expects that it will no longer record approximately $750,000 of
annual amortization to its existing goodwill.

SFAS 142 requires that goodwill be tested annually for impairment using a
two-step process.  The first step is to identify a potential impairment and,
in transition, this step must be measured as of the beginning of the fiscal
year.  However, a company has six months from the date of adoption to
complete the first step.  The second step of the goodwill impairment test
measures the amount of the impairment loss (measured as of the beginning of
the year of adoption), if any, and must be completed by the end of the
Company's fiscal year.  Any impairment loss resulting from the transitional
impairment tests will be reflected as the cumulative effect of a change in
accounting policy in fiscal 2003.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143, which is effective for fiscal years beginning
after June 15, 2002, establishes accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the
associated asset retirement cost.  IMI  will adopt the provisions of SFAS No.
143 as of  May 1, 2003.  The impact of this Statement is not expected to be
material.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." The Statement, which is effective for
fiscal years beginning after December 15, 2001, addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Statement requires that discontinued operations be reported separately
from continuing operations and extends that reporting to a component of an
entity that either has been disposed of or is classified as held for sale.
IMI will adopt the provisions of SFAS No. 144 as of  May 1, 2002.  The
adoption of this statement is not expected to have a material impact on the
Group.

CRITICAL ACCOUNTING POLICIES
The discussion and analysis of the Company's financial condition and results
of operations are based upon its consolidated financial statements.  The
Company's reported financial condition and results of operations are
sensitive to accounting methods, assumptions and estimates that underlie
preparation of the financial statements.  The Company bases its estimates on
historical experience and on various other assumptions, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.

The selection of critical accounting policies, the judgments and other
uncertainties affecting application of those policies and the sensitivity of
reported results to changes in conditions and assumptions are factors to be
considered when reviewing the Company's financial statements.  The Company
believes the following critical accounting policies involve the most
significant judgments and estimates used in the preparation of its
consolidated financial statements.

Revenue Recognition

Revenue consists primarily of software license revenue, services and
maintenance revenue.  License revenue is generally recognized upon execution
of a software license agreement and delivery of the software, provided the
fees are fixed and determinable and collection is considered probable in
accordance with the American Institute of Certified Public Accountants
("AICPA") Statement of Position ("SOP") 97-2, "Software Revenue Recognition",
as modified by SOP 98-9, "Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions," and Securities and
Exchange Commission ("SEC") Staff Accounting Bulletin 101 ("SAB 101"),
"Revenue Recognition".  Fees are allocated to the various elements of
software license agreements based on historical fair value experience
specific to the company.  In a multiple element arrangement when fair value
does not exist for one or more of the undelivered elements in the
arrangement, the Company recognizes revenue using the "residual method" in
accordance with Statement of Position 98-9, "Software Revenue Recognition in
Respect to Certain Arrangements" issued by the American Institute of
Certified Public Accountants.  Under the "residual method", the total fair
value of the undelivered elements is deferred.  The difference between the
total arrangement fee and the amount deferred for the undelivered elements is
recognized as revenue related to the delivered elements.  If a software
license agreement contains an undelivered element, the fair value of the
undelivered element is deferred and the revenue recognized once the element
is delivered.  In addition, if a software license contains customer
acceptance criteria or a cancellation right, the software revenue is
recognized upon the earlier of customer acceptance or the expiration of the
acceptance period or cancellation right.  Typically, payments for software
licenses are due within twelve months from the agreement date.  In the rare
cases, when software license agreements call for payment terms of twelve
months or more from the agreement date, revenue is recognized as accrued
revenue if there is no continuing obligation of the part of the Company, the
customer is financially viable, the term of the license extends past the last
payment, there are no issues regarding potential obsolescence of the
software, and the customer has no intent to upgrade.  At present, the company
has one such agreement.  When the Company provides services that are
considered essential to the functionality of software products sold or if
software sold requires significant production, modification or customization,
the Company accounts for the software and services revenue in accordance with
SOP 81-1, "Accounting for Performance of Construction Type and Certain
Production Type Contracts", which requires the use of the percentage-of-
completion method of revenue recognition.  In these cases, software revenue
is recognized based on labor hours incurred to date compared to total
estimated labor hours for the contract.

Implementation services, which include project management, system planning,
design and implementation, customer configurations, and training, are
typically billed on an hourly basis (time and materials) and sometimes under
fixed price contracts.  Implementation services billed on an hourly basis are
recognized as the work is performed.  On fixed price contracts, services
revenue is recognized using the percentage-of-completion method of accounting
by relating hours incurred to date to total estimated hours at completion.

Maintenance revenue includes post-contract support and the rights to
unspecific software upgrades and enhancements.  Maintenance revenues from
customer support services are generally billed annually with the revenue
being deferred and recognized ratably over the maintenance period.

Allowance for Doubtful Accounts

In estimating the allowance for doubtful accounts, management considers the
age of the accounts receivable, historical write-offs, the credit worthiness
of the customer, the economic conditions of the customer's industry and
general economic conditions, among other factors.  Should any of these
factors change, the estimates made by management will also change, which
could affect the level of the Company's future provision for doubtful
accounts.

Software Development Costs

The development cost of software, other than internal use software, is
accounted for in accordance with Statement of Financial Accounting Standards
No. 86 ("SFAS 86"), "Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed." Costs incurred in the product
development of new software products are expensed as incurred until
technological feasibility has been established.  To date, the establishment
of technological feasibility of the Company's products and general release
substantially coincide.  As a result, the Company has not capitalized any
software development costs since such costs have been immaterial.

Valuation of Long-Lived Assets, including Goodwill

The Company assesses the impairment of long-lived assets, including goodwill,
whenever events or changes in circumstances indicate that the carrying value
may not be fully recoverable.  When it is determine that the carrying value
of such assets may not be recoverable, a measurement of any impairment is
made based on a projected discounted cash flow method using a discount rate
determined by management to be commensurate with the risk inherent in the
Company's current business model.

Goodwill is amortized over periods ranging from five to ten years.

The Company will adopt Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets" as of May 1, 2002, and, as a
result, will no longer amortize goodwill.  An initial impairment test of the
Company's goodwill was performed in April 2002 which did not result in the
need for any material impairment charge in the immediate future.  Additional
impairment reviews will be performed annually and whenever an event occurs or
circumstances change that would more likely than not reduce the fair value of
a reporting unit below its carrying amount.  There can be no assurance that
there will be no material impairment charge resulting from future impairment
assessments.

Deferred Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
Management assesses the likelihood that deferred tax assets will be recovered
from future taxable income.  To the extent that management believes that
recovery is not likely, management establishes a valuation allowance.
Management has applied a 100% allowance based upon the Company's continuing
non-profitable operations and inability to predict when this asset could be
realized.  The Company considers future taxable income and ongoing tax
planning strategies in assessing the amount of the valuation allowance.
However, adjustments could be required in the future if it is determined that
the amount to be realized is greater or less than the amount recorded.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed and met its capital expenditure
requirements through cash flows from operations, short-term borrowings, and,
during fiscal 1997 and fiscal 1998, through sales of equity securities to the
public.  Cash used in operations was $8.3 million, $1.0 million, and $17.6
million in fiscal 2002, 2001, and 2000, respectively.  Repayments of
borrowings were $0.0 million and $0.6 million in fiscal 2002 and 2001.  Cash
flows from issuance of Common Stock were $0.2 million, $0.9 million, and $0.8
million in fiscal 2002, 2001, and 2000, respectively.  The Company purchased
approximately $0.7 million, $3.1 million, and $4.5 million, of office
equipment and other property in fiscal 2002, 2001, and 2000, respectively.
At April 30, 2002, the Company did not have any material commitments for
capital expenditures.  The Company has certain obligations related to leases
and pensions.  For information about the Company's commitments related to
leases and pensions, see note 14 "Commitments and Contingencies" of the Notes
to the Consolidated Financial Statements.

At April 30, 2002, the Company had $11.5 million of working capital as
compared to $16.5 million of working capital at April 30, 2001.  Current
assets at April 30, 2002, include $16.4 million in cash and cash equivalents.
During the year, the Company's short-term investments matured and the
proceeds were reinvested in assets qualifying as cash equivalents.  The
decreases in working capital from April 30, 2001, to April 30, 2002, and
April 30, 2000 to April 30, 2001 was primarily the result of decreases in
accounts receivable and cash reflecting the operating loss for the fiscal
year.

Accounts receivable, net of allowance for doubtful accounts, decreased to
$8.0 million at April 30, 2002, from $11.0 million at April 30, 2001.
Accrued income, primarily unbilled revenue on fixed price services contracts
and scheduled amounts due from customers, increased to $2.2 million at April
30, 2002, from $1.9 million at April 30, 2001.  Of this amount, unbilled
revenues amounting to $1.7 million fall due for payment during the first half
of fiscal year 2003 and the remaining amount during the second half of fiscal
year 2003.  The allowance for doubtful accounts remained at the same level at
April 30, 2002 as at April 30, 2001 ($1.1 million).  A significant portion of
the amount remaining in the reserve for doubtful accounts relates to a
dispute with a customer where the Company has won a judgment against the
customer requiring payment, but collectability of the judgment remained
uncertain.  On April 30, 2000 the Company had an allowance for doubtful
accounts amounting to $2.5 million.  The reduction from April 30, 2000 to
April 30, 2001 was due to the settlement of disputes with customers where the
Company either wrote-down Accounts Receivable or collected the amounts past
due.

Based on the Company's operating budget and cash flow projections for fiscal
year 2003, the Company believes that it has sufficient cash to fund its
operations beyond April 30, 2003.  Even if the Company meets its budget and
cash flow projections, the Company may need to obtain additional financing in
early fiscal year 2004.  Should the Company miss its budget and cash flow
targets, it believes that it has the ability to quickly scale back operations
in order to conserve enough cash and short-term investments to fund its
operations beyond April 30, 2003.

The Company may evaluate possibilities to obtain additional financing through
public or private equity offerings, bank debt financing, asset
securitizations or from other sources.  Such additional financing would be
subject to the risk of availability, may be dilutive to the shareholders, or
could impose restrictions on operating activities.  There can be no assurance
that this additional financing will be available on terms acceptable to the
Company, if at all.

Management believes that the effect of inflation was not material to the
Company's results of operations or financial condition during the three years
ended April 30, 2002.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

Except for the transaction referred to above under the heading "Hedge
Transaction", the Company does not believe it is exposed to market risks with
respect to any of its investments; the Company does not utilize market rate
sensitive instruments for trading of other purposes.  As of April 30, 2002,
the Company had no long-term investments and its short-term investments
consisted of two Federal Agency securities with maturities of less than one
year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is included in Part IV Item 14 (a)(1)
and (2).

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

None.



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to the information to be set forth in the 2002 Proxy
Statement under the caption "Election of Directors".

ITEM 11.  EXECUTIVE COMPENSATION

Reference is made to the information to be set forth in the 2002 Proxy
Statement under the caption "Executive Compensation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Reference is made to the information to be set forth in the 2002 Proxy
Statement under the caption "Ownership of Common Stock."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Reference is made to the information to be set forth in the 2002 Proxy
Statement under the caption "Certain Business Relationships."

                                     PART IV

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

      (a) Documents filed as a part of this Report:

      (1) Consolidated Financial Statements.  The following consolidated
financial statements of Industri-Matematik International Corp. are filed as
part of this report:

      Report of Independent Accountants dated July 5, 2002

      Consolidated Balance Sheets as of April 30, 2002, and April 30, 2001

      Consolidated Statements of Operations for the years ended April 30,
2002, 2001, and 2000.

      Consolidated Statements of Changes in Stockholders' Equity for the
years ended April 30, 2002, 2001, and 2000.

      Consolidated Statements of Cash Flows for the years ended April 30,
2002, 20001, and 2000.

      Notes to Consolidated Financial Statements.

      Schedules other than those listed above are omitted for the reason that
they are not required, are not applicable, or the required information is
shown in the Consolidated Financial Statements or Notes thereto.

      Individual financial statements of the Company and its subsidiaries are
omitted because all subsidiaries included in the Consolidated Financial
Statements are 100% owned.

      (b) No reports on Form 8-K have been filed by the Company during the
last quarter of the period covered by this Report.

      Schedules other than the one listed above are omitted because they are
not required or are not applicable, or the required information is shown in
the consolidated financial statements or notes thereto contained in this
Amendment No. 1 to Annual Report on Form 10-K.

     (c) Exhibits

The exhibits required by Item 601 of Regulation S-K are listed below and are
filed or incorporated by reference as part of this Amendment No. 1 to Annual
Report on Form 10-K.

Number Description
------ -----------

3.1    Amended and restated Certificate of Incorporation of the Company(1)
3.2    Amended and Restated By-Laws of the Company(2)
10.1   Registration and Expense Agreement among the Company, Martin
       Leimdorfer, and Warburg Pincus Investors, L.P.(1)
10.2   Registration Rights Agreement among the Company, Martin Leimdorfer,
       and Warburg Pincus Investors, L.P.(1)
10.3   Stock Option Plan of the Company(1)
10.4   Form of Agreements of Restricted Stock Program(1)
10.5   Employee Stock Purchase Plan of the Company, as amended(3)
10.6   1998 Stock Option Plan of the Company(3)
10.7   Transferable Stock Option Plan of the Company(4)
10.8   Amended and Restated Employment Agreement dated April 3, 1997 between
       Stig Durlow and the Company(5)
10.9   Lease Agreement dated August 1, 1999, between Tranboclarne 11 KB, as
       Lessor, and Industri-Matematik AB, as Lessee(6)
10.10  Form of Indemnity Agreement with Officers and Directors(1)
21     Subsidiaries of the Company
23     Consent of Independent Accountants

(1) Incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-1 (No. 333-5495).

(2) Incorporated by reference from the Exhibits to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31, 2000.

(3) Incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-8 (No. 333-81905).

(4) Incorporated by reference from the Exhibits to the Company's Registration
Statement on Form S-8 (No. 333-60876).

(5) Incorporated by reference from the Exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1997.

(6) Incorporated by reference from the Exhibits to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended January 31, 2000.

      (d) Financial Statement Schedules

      None.



                        REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Stockholders of Industri-Matematik International
Corp.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, comprehensive income, stockholders'
equity, and cash flows present fairly, in all material respects, the
financial position of Industri-Matematik International Corp. and its
subsidiaries at April 30, 2002 and April 30, 2001 and the results of their
operations and their cash flows for each of the three years in the period
ended April 30, 2002, in conformity with accounting principles generally
accepted in the United States of America.  These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these statements based on our audits.  We conducted our audits
of these statements in accordance with auditing standards generally accepted
in the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

PricewaterhouseCoopers AB

BY: /s/ ROBERT BARNDEN
    Robert Barnden

Stockholm, Sweden
July 5, 2002


<PAGE>




<TABLE>
             INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)
                                                                      April 30,
                                                                    2002      2001
ASSETS
<S>                                                              <C>         <C>
Current assets:
  Cash and cash equivalents....................................  $  16,422   $ 12,053
  Short-term investments.......................................         --     12,866
  Accounts receivable, less allowance for doubtful accounts
  of $1,058 and $1,143 at April 30, 2002 and 2001, respectively      7,953     10,952
  Accrued income...............................................      2,218      1,861
  Prepaid expenses.............................................      1,688      1,726
  Income taxes receivable......................................          3        217
  Other current assets.........................................        384        640
                                                                 ---------  ---------
     Total current assets......................................     28,668     40,315
                                                                 =========  =========
Non current assets:
  Property and equipment, net..................................      3,135      4,753
  Goodwill and other intangible assets.........................      2,989      3,739
  Long-term cash deposit.......................................      2,728      2,794
  Other non current assets.....................................        889        909
                                                                 ---------  ---------
     Total non current assets..................................      9,741     12,195
                                                                 ---------  ---------
          Total assets.........................................  $  38,409   $ 52,510
                                                                 =========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable.............................................      1,341      1,129
  Accrued expenses and other current liabilities...............      6,136      8,071
  Accrued payroll and employee benefits........................      4,562      7,595
  Deferred revenue.............................................      5,148      7,045
                                                                 ---------  ---------
     Total current liabilities.................................     17,187     23,840
                                                                 =========  =========
Long-term liabilities:
  Accrued pension liability....................................      2,093      2,880
  Other long-term liabilities..................................        153         --
                                                                 ---------  ---------
     Total long-term liabilities...............................      2,246      2,880
                                                                 ---------  ---------
     Total liabilities.........................................  $  19,433  $  26,720
                                                                 =========  =========

Commitments and contingencies (Note 14)
Stockholders' equity:
  Common Stock; $.01 par value; 75,000,000 shares authorized;
   31,945,303 and 32,274,265 issued and outstanding. Preferred
   Stock; $0.01 par value; 15,000,000 shares authorized;
   0 and 0 issued and outstanding                                      319        323
  Additional paid-in capital...................................    120,849    125,206
  Retained earnings (deficit)..................................    (94,623)   (88,022)
  Accumulated other comprehensive loss.........................     (6,214)    (5,835)
  Notes receivable from stockholders (Note 13).................     (1,355)    (5,882)
                                                                 ---------  ---------
     Total stockholders' equity................................     18,976     25,790
                                                                 ---------  ---------
     Total liabilities and stockholders' equity................  $  38,409   $ 52,510
                                                                 =========   ========

The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<TABLE>

            INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except share and per share data)

                                                    Year Ended April 30,
                                                 2002         2001        2000
<S>                                            <C>         <C>         <C>
Revenues:
  Licenses .................................   $  4,479    $ 13,478    $ 12,167
  Services and maintenance .................     48,239      53,313      61,318
  Other ....................................      2,562       2,564       1,540
                                               --------    --------    --------
     Total revenues ........................     55,280      69,355      75,025
                                               ========    ========    ========
Cost of revenues:
  Licenses .................................        307       1,336       1,916
  Services and maintenance .................     31,870      37,375      48,528
  Other ....................................        935         520         429
                                               --------    --------    --------
     Total cost of revenues ................     33,112      39,231      50,873
                                               --------    --------    --------
     Gross profit ..........................     22,168      30,124      24,152
                                               --------    --------    --------
Operating expenses:
  Product development ......................     10,458      15,479      17,784
  Sales and marketing ......................     10,658      15,878      20,555
  General and administrative ...............      7,579       9,026       9,251
  Amortization of goodwill and other intangibles    741       4,506       1,383
  Restructuring ............................         --       5,391          --
                                               --------    --------    --------
     Total operating expenses ..............     29,436      50,280      48,973
                                               --------    --------    --------
Loss from operations .......................     (7,268)    (20,156)    (24,821)
                                               ========    ========    ========
Other income (expense):
  Interest income ..........................        560       1,561       2,183
  Interest expense .........................         (3)        (13)        (65)
  Miscellaneous expense, net ...............        109      (1,219)        (96)
                                               --------    --------    --------
Loss from operations
  before income taxes ......................     (6,602)    (19,827)    (22,799)
(Provision) for income taxes ...............         --     (15,424)         --
                                               --------    --------    --------
Net loss ...................................   $ (6,602)   $(35,251)   $(22,799)
                                               ========    ========    ========

Net loss per share data: (Note 12)
Net loss per share .........................   $  (0.20)   $  (1.10)   $  (0.72)
                                               ========    ========    ========

Net loss per share data assuming dilution:
Net loss per share .........................   $  (0.20)   $  (1.10)   $  (0.72)
                                               ========    ========    ========
Weighted average shares outstanding, basic
  and diluted .............................. 32,198,401  31,985,991  31,671,870
                                             ----------  ----------  ----------


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

</TABLE>


             INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        (in thousands, except share data)
<TABLE>
                                                                                Accumulated     Notes        Total
                                               Class B  Additional   Retained      Other      Receivable     Stock
                      Comprehensive   Common   Common    Paid-in     Earnings  Comprehensive    From        holders'
                      Income (Loss)    Stock    Stock    Capital     (Deficit)     Loss      Stockholders   Equity

<S>                      <C>            <C>      <C>      <C>         <C>         <C>          <C>          <C>

Balance as of
  April 30, 1999     $ (36,347)       $ 315     $ --   $ 123,945   $ (29,972)   $ (3,514)    $ (6,893)    $ 83,881
                       =======          ===      ===     =======     =======       =====       ======      =======

Issuance of 105,097 shares
  of Common Stock under
  Stock Option Plan                       1                  363                                               364

Issuance of 234,784 shares
  of Common Stock under
  ESPP                                    2                  477                                               479

Payments on notes
  receivable                                                (475)                                 971          496

Net income             (22,799)                                      (22,799)                              (22,799)

Currency translation
  adjustment              (962)                                                     (962)                     (962)

    --------------------------------------------------------------------------------------------------------------
Balance as of
  April 30, 2000     $ (23,761)       $ 318     $ --   $ 124,310   $ (52,771)   $ (4,476)    $ (5,922)    $ 61,459
                       ========         ===      ===     =======     ========     =======      =======      ======

Issuance of 151,900 shares
  of Common Stock under
  Stock Option Plan                       2                  304                                               306

Issuance of 284,756 shares
  of Common Stock under
  ESPP                                    3                  592                                               595

Payments on notes
  receivable                                                                                       40           40

Net income             (35,251)                                      (35,251)                              (35,251)

Currency translation
  adjustment            (1,359)                                                   (1,359)                   (1,359)

    --------------------------------------------------------------------------------------------------------------
Balance as of
  April 30, 2001     $ (36,610)       $ 323     $ --   $ 125,206   $ (88,022)   $ (5,835)    $ (5,882)    $ 25,790
                       ========         ===      ===     =======     ========     =======      =======      ======


0

Issuance of 103,038 shares
  of Common Stock under
  ESPP                                    1                  150                                               151

Subsidiary Stock Incentive Plan                               15                                                15


Cancellation of notes from
  shareholders                           (4)              (4,523)                               4,527            0

Net income              (6,602)                                       (6,602)                               (6,602)

Currency translation
  adjustment              (378)          (1)                   1           1        (379)                     (378)
    --------------------------------------------------------------------------------------------------------------
Balance as of
  April 30, 2002     $  (6,980)       $ 319     $ --   $ 120,849   $ (94,623)   $ (6,214)    $ (1,355)    $ 18,976
                       ========         ===      ===     =======     ========     =======      =======      ======



The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<TABLE>
             INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                                               Year Ended April 30,
                                                           2002         2001         2000
<S>                                                    <C>          <C>          <C>
Cash flows from operating activities:
  Net income (loss) ................................   $  (6,602)   $ (35,251)   $ (22,799)
  Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating
  activities:
   Depreciation and amortization ...................       2,924        4,291        5,313
   Provision for doubtful accounts .................         (84)      (1,421)       2,382
   Deferred income taxes ...........................          --       15,424          --
   Accrued interest on short-term investments ......          --           --           14
   (Gain) loss on disposal of property and
        equipment...................................        (104)          16           91
   (Gain) loss on disposal of other shares .........        (373)          --           (6)
   Write-down of property and equipment ............          26        1,576        1,164
   Write-down of goodwill and other intangibles.....          --        3,010           --
   Changes in operating assets and liabilities:
     Accounts receivable ...........................       3,027        9,738          696
     Accrued income and prepaid expenses............        (326)        (175)        (543)
     Income taxes ..................................         213           --           26
     Other assets ..................................         272          203         (537)
     Accounts payable ..............................         211         (778)      (1,414)
     Accrued expenses and other current liabilities       (1,889)         761       (6,149)
     Accrued payroll and employee benefits and
         deferred revenue ..........................      (4,844)       1,274        3,530
     Accrued pension liability .....................        (749)         353          640
                                                       ---------    ---------    ---------
   Net cash flows (used in)
    operating activities ...........................      (8,298)        (979)     (17,592)
                                                       ---------    ---------    ---------

Cash flows from investing activities:
  Purchase of short-term investments ...............          --     (118,640)    (128,577)
  Proceeds from maturity of short-term investments .      12,866      125,595      133,590
  Additions to property and equipment ..............        (725)      (3,057)      (4,502)
  Long-term cash deposit............................          17       (2,786)          --
  Payment for Ceratina .............................          --           --         (658)
  Proceeds from sale of property and equipment .....         104           15           80
  Proceeds from sale of other shares ...............         373           --            6
  Collection of notes receivable ...................          --           40          456
                                                       ---------    ---------    ---------
   Net cash flows provided by investing activities..      12,635        1,167          395
                                                       ---------    ---------    ---------
Cash flows from financing activities:
  Payments on notes payable ........................          --         (303)        (534)
  Principal payments on capital lease obligations ..          --           --          (61)
  Issuance of Common Stock .........................         151          901          843
  Other ............................................        (152)        (242)         374
                                                       ---------    ---------    ---------
   Net cash flows provided by (used in) financing
      activities ...................................          (1)         356          622
                                                       ---------    ---------    ---------
Translation differences on cash and cash
  equivalents ......................................          32        (527)        (454)
                                                       ---------    ---------    ---------
Net increase (decrease) in cash and cash equivalents       4,368           17     (17,029)
Cash and cash equivalents at beginning of year .....      12,053       12,036       29,065
                                                       ---------    ---------    ---------
Cash and cash equivalents at end of year ...........   $  16,422    $  12,053    $  12,036
                                                       =========    =========    =========

Supplemental disclosures of cash flow information: Cash paid during the year
for:

  Interest .........................................   $      10    $      11    $      62
                                                       =========    =========    =========
  Income taxes .....................................   $     312    $     526    $     505
                                                       =========    =========    =========

The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>



             INDUSTRI-MATEMATIK INTERNATIONAL CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Nature of Business and Organization

INDUSTRI-MATEMATIK INTERNATIONAL CORP. ("IMI" or "Company"), was incorporated
in the State of Delaware in 1995 and conducts its business through domestic
and international subsidiaries.  The Company's business was founded in 1967
by incorporation in Sweden as Industri-Matematik AB ("IMAB").  In May 1995,
the then stockholders of IMAB exchanged all of their IMAB shares for shares
of the Company's capital stock and IMAB became a wholly-owned subsidiary of
the Company.  Pursuant to a Prospectus dated September 25, 1996, 5,060,000
shares of the Company's Common Stock were sold to the public in an initial
public offering and the Company's Common Stock began trading on the Nasdaq
National Market under the symbol "IMIC".  During fiscal 1998, pursuant to a
Prospectus dated October 31, 1997, the Company completed a secondary public
offering of 8,136,250 shares of Common Stock.

IMIC was formed on May 1, 1995 as the parent of Industri-Matematik AB
("IMAB"), a company domiciled in Sweden, pursuant to a corporate
reorganization.  The reorganization was effected by issuing all the shares of
IMIC's stock to the shareholders of IMAB based upon the number and class of
shares of IMAB owned by each in exchange for all of the outstanding stock of
IMAB.  The reorganization was accounted for in a manner similar to pooling-
of-interests.

IMI develops, markets, and supports client/server and Internet based
application software that enables manufacturers, distributors, wholesalers,
retailers, logistics service providers, and e-businesses to more effectively
manage their supply chains and their customer relationships.  Supply chain
management encompasses the execution of multiple customer-focused order
fulfillment processes, including order management, pricing and promotion,
handling, sourcing, warehouse management, transportation management, service
management, customer relationship management, and replenishment planning and
coordination.  IMI's software products monitor and manage events beyond the
physical limitations of the enterprise.  The Company's software products are
designed to meet the complex fulfillment and customer service needs of
distribution-intensive businesses.  These products allow customers to
leverage the value of their existing enterprise systems by integrating with
legacy, new client/server, and new Internet based manufacturing, advanced
planning, and financial management systems.  The Company has a professional
services organization and relationships with third-party technology vendors
and system integrators that configure solutions for clients.

2.  Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of IMIC and its
subsidiaries.  All significant intercompany accounts and transactions have
been eliminated in consolidation.

Revenue Recognition

License revenues represent sales of the Company's software.  Service revenues
represent sales from consulting implementation and training services.  Annual
maintenance and support revenues consist of ongoing support and sales of
product updates.  Other revenues primarily represent hardware sales.
Revenue is recognized when persuasive evidence of an arrangement exists and
delivery has occurred, the fee is fixed and determinable, collectibility is
probable and the arrangement does not require significant customization of
the software.  Revenue on multiple element arrangements is allocated to the
various elements based on fair values specific to the Company.  Maintenance
and support revenue is deferred and recognized ratably over the term of the
agreement, generally one year.  Service revenue is recognized as the Company
performs the services in accordance with the contract.

The Company considers a license fee payable on extended terms to be fixed and
determinable and accounts for it as accrued revenue when there is no
continuing obligation of the part of the Company, the customer is financially
viable, the term of the license extends past the last payment, there are no
issues regarding potential obsolescence of the software, and the customer has
no intent to upgrade.

In a multiple element arrangement when fair value does not exist for one or
more of the undelivered elements in the arrangement, the Company recognizes
revenue using the "residual method" in accordance with Statement of Position
98-9, "Software Revenue Recognition in Respect to Certain Arrangements"
issued by the American Institute of Certified Public Accountants.  Under the
"residual method", the total fair value of the undelivered elements is
deferred.  The difference between the total arrangement fee and the amount
deferred for the undelivered elements is recognized as revenue related to the
delivered elements.

If the Company provides services on a fixed price contract, or the services
are considered essential to the functionality of software products sold, or
if software sold requires significant production, modification or
customization, license and services revenue is accounted for in accordance
with SOP 81-1, "Accounting for Performance of Construction Type and Certain
Production Type Contracts", which requires the use of the percentage-of-
completion method of revenue recognition.  In these cases, software revenue
is recognized based on labor hours incurred to date compared to total
estimated labor hours for the contract.  Out of the Company's accrued
revenue, $1.6 million relates to the projects accounted for in accordance
with percentage of completion method.

Under the terms of the Company's License Agreements and Professional Service
Agreements, in general the only warranties provided are that the software
will function in accordance with the applicable software documentation by a
specified date.  As these warranties are effective for a very limited time
period and historically the Company has not had any significant warranty
claims, the Company's policy has been to record no warranty provision upon
the recognition of license revenues.  In addition, due to the Company's
insignificant product returns and price adjustments in past years, no
provision is made for product returns and price adjustments upon recognition
of software license revenues.  The Company reviews on a project-by-project
basis the cost of claims that it considers to be "warranty" type claims under
Professional Services Agreements by establishing project reserves.  The
Company will continue to evaluate the need for recording a warranty provision
upon recognition of software license revenues and delivery of customer
modification work.

Product Development Costs

Software development costs are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed."

Costs incurred in the product development of new software products are
expensed as incurred until technological feasibility has been established.
To date, the establishment of technological feasibility of the Company's
products and general release substantially coincide.  As a result, the
Company has not capitalized any software development costs since such costs
have been immaterial.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation
and amortization.  Depreciation and amortization are computed using the
straight-line method based upon estimated useful lives of the assets as
follows:

                                       Estimated useful lives

      Computer equipment                   3 years
      Furniture and fixtures               1 to 10 years
      Automobiles                          3 years
      Leasehold improvements               5 years
      Software acquired                    1 to 3 years

Equipment purchased under capital leases is amortized on a straight-line
basis over the lesser of the estimated useful life of the asset or the lease
term.

Upon retirement or sale of property and equipment, cost and accumulated
depreciation on such assets are removed from the accounts and any gains or
losses are reflected in the statement of operations.  Maintenance and repairs
are charged to expense as incurred.

Goodwill and Other Intangibles

Goodwill represents the excess of cost over the fair value of net assets
acquired and in fiscal years 2002 and earlier, was amortized using the
straight-line method over a period of 10 years.  Other intangibles are
comprised of acquisition costs of developed technology, assembled workforce,
and customer lists which were amortized using the straight-line method over a
period of 5 years up until April 30, 2001, when the balance was written down
to zero, due to impairment.  The Company reviews the carrying value of
goodwill and other intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.  To
assess impairment of intangible assets and property, plant and equipment and
related goodwill under U.S. GAAP, the Company applies SFAS 121, "Accounting
for the impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of."

Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets" became effective in 2002 and will be applied by the
Company beginning in fiscal year 2003.  As a result, the Company will cease
to amortize goodwill beginning May 1, 2002.  In lieu of periodic
amortization, the Company performed an initial impairment review of all
goodwill for U.S. GAAP purposes as of April 2002 and will continue to perform
annual impairment reviews thereafter.

Long-lived assets

The Company identifies and records impairment losses, as circumstances
dictate, on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amounts of those assets.  The Company assesses the impairment of
Long-lived assets in accordance with SFAS 121, "Accounting for the impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of."

Foreign Currency Translation

The functional currency of IMIC's foreign subsidiaries is the applicable
local currency.  The translation from the respective foreign currencies to
U.S. dollars is performed for balance sheet accounts using current exchange
rates in effect at the balance sheet date and for income statement accounts
using a weighted average exchange rate during the period.  Gains or losses
resulting from such translation are included as a separate component of
accumulated other comprehensive loss.  Gains or losses resulting from foreign
currency transactions are included in miscellaneous income (expense).

Concentration of Risk

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of accounts receivable with customers and
short-term investments.  Credit risk with respect to accounts receivable,
however, is limited due to the number of customers comprising the Company's
customer base and their dispersion principally across the United States,
Scandinavia, the United Kingdom, the Netherlands, and Australia.  The
Company's customers are generally multi-national companies in the food and
beverage, pharmaceutical, consumer electronics, automotive parts, and
industrial sector industries.  The Company performs ongoing credit
evaluations of its customers and does not require collateral.  The Company
maintains allowances for potential credit losses.  Short-term investments are
placed with high credit quality financial institutions or in short-duration,
high quality debt securities.

A significant portion of the Company's business is conducted in currencies
other than the U.S. dollar (the currency in which its financial statements
are stated), primarily the Swedish krona and, to a lesser extent, the U.K.
pound sterling, the Euro, the Australian dollar, and the Canadian dollar.
The Company incurs a significant portion of its expenses in Swedish krona,
including a significant portion of its product development expenses and a
substantial portion of its general and administrative expenses.  As a result,
appreciation of the value of the Swedish krona relative to the other
currencies in which the Company generates revenues, particularly the U.S.
dollar, could adversely affect operating results.  The Company does not
currently undertake hedging transactions to cover its currency exposure, but
the Company may choose to hedge a portion of its currency exposure in the
future as it deems appropriate.

License and service and maintenance revenues related to the Company's
software products have represented a substantial portion of the Company's
revenues in recent years and are expected to continue to represent a
substantial portion of the Company's revenues in the future.  The Company's
success depends on continued market acceptance of its suite of software and
services as well as the Company's ability to introduce new versions of
software or other products to meet the evolving needs of its customers.

Cash, Cash Equivalents and Short-Term Investments

The Company considers all highly liquid, low risk debt instruments purchased
with original maturity dates of three months or less to be cash equivalents.
The Company's short-term investments comprise fixed income securities with
original maturities of more than 90 days at the time of purchase.  The
Company classifies its short-term investments in fixed income securities as
available-for-sale securities, which are carried at their fair value based
upon the quoted market prices of those investments at the respective balance
sheet date.  Accordingly, the change in unrealized gains and losses with
respect to these securities is recorded as a direct increase or decrease in
stockholders' equity, net of deferred income tax, if any (see note 3).

Fixed income securities available for sale are purchased with the original
intent to hold to maturity, but which may be available for sale if market
conditions warrant, or if the Company's investment policies dictate, in order
to maximize the Company's investment yield.  Realized gains and losses are
included in earnings and are derived using the specific identification method
for determining the cost of securities sold.  When impairment of the value of
an investment is considered other than temporary, the decrease in value is
reported in earnings as a realized investment loss and a new cost basis is
established.

Accrued income

Accrued income is unbilled income recognized on fixed price services
contracts and scheduled amounts due from customers on terms which are longer
than typical trade terms.

The Company considers a license fee payable on extended terms to be fixed and
determinable and accounts for it as accrued revenue when there is no
continuing obligation of the part of the Company, the customer is financially
viable, the term of the license extends past the last payment, there are no
issues regarding potential obsolecence of the software, and the customer has
no intent to upgrade.

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 contingent
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting years.  Actual results could
differ from those estimates.

Comprehensive Income

Effective May 1, 1998, the Company adopted Statement of Financial Standard
("SFAS") No. 130, "Reporting Comprehensive Income".  SFAS No. 130 establishes
standards for reporting and displaying comprehensive income and its
components.  "Comprehensive income" includes foreign currency translation
gains and losses that have been previously excluded from net income and
reflected instead in equity.  The Company has reported the components of
comprehensive income on its consolidated statements of stockholders' equity.

Net Income (Loss) Per Share

Net income (loss) per share amounts have been computed in accordance with
SFAS No. 128, "Earnings per Share".  For each of the periods presented, net
income (loss) per share amounts were computed based on the weighted average
number of shares of Common Stock outstanding during the period.  Net income
(loss) per share - assuming dilution amounts were computed based on the
weighted average number of shares of Common Stock and potential Common Stock
outstanding during the period.  Potential Common Stock relates to stock
options outstanding for which the dilutive effect is calculated using the
treasury stock method.  The computations of net loss per share-assuming
dilution for the years ended April 30, 2002, 2001, and 2000 do not assume the
exercise of stock options since the effect would be antidilutive as a result
of the losses for those fiscal years.

Cash Flow Information

Cash flows in foreign currencies have been converted to U.S. dollars at an
approximate weighted average exchange rate.

Fair Value of Financial Instruments

The Company discloses the estimated fair values for all financial instruments
for which it is practicable to estimate fair value.  Financial instruments
including cash and cash equivalents, receivables and payables, deferred
revenue, derivative instruments and current portions of long-term debt are
deemed to approximate fair value due to their short maturities.  The carrying
amount of long-term debt with banks and capitalized lease obligations are
also deemed to approximate their fair values.

Hedge accounting

FAS 133, as amended by FAS 138, requires that an entity recognizes all
derivative instruments as either assets or liabilities in the balance sheet
at fair value.  Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designed as part of a hedge transaction and, if it
is, the type of hedge transaction.

Income taxes

The Company recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured by applying enacted
statutory tax rates that are applicable to the future years in which deferred
tax assets or liabilities are expected to be settled or realized, to the
differences between the financial statement carrying amount and the tax bases
of existing assets and liabilities.  The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in net income in the period
in which the tax rate change is enacted.  The statement also requires a
valuation allowance against net deferred tax assets if, based upon the
available evidence, it is more likely than not that some or all of the
deferred tax assets may not be realized.

Effect of Recent Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations".  The Statement addresses financial accounting and reporting
for business combinations completed after June 30, 2001.  The Statement
eliminates the pooling of interests method and requires use of the purchase
method for all business combinations.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets".  The Statement is effective for fiscal years beginning after
December 15, 2001.  The provisions of SFAS 142 (1) prohibit the amortization
of goodwill and indefinite-lived intangible assets, (2) require that goodwill
and/or indefinite-lived intangible assets be tested annually for impairment
(and in interim periods if certain events occur indicating that the carrying
value of such assets may be impaired), (3) require that reporting units be
identified for the purpose of assessing potential future impairments of
goodwill and (4) remove the forty-year limitation on the amortization period
of intangible assets that finite lives.

IMI will adopt SFAS No.'s 141 and 142 as of May 1, 2002.  IMI is in the
process of adopting  SFAS 142 and is making the determinations as to what its
reporting units are and what amounts of goodwill, intangible assets, other
assets and liabilities should be allocated to those reporting units.  The
Company expects that it will no longer record approximately $750,000 of
amortization to its existing goodwill.

SFAS 142 requires that goodwill be tested annually for impairment using a
two-step process.  The first step is to identify a potential impairment and,
in transition, this step must be measured as of the beginning of the fiscal
year.  However, a company has six months from the date of adoption to
complete the first step.  The second step of the goodwill impairment test
measures the amount of the impairment loss (measured as of the beginning of
the year of adoption), if any, and must be completed by the end of the
Company's fiscal year.  Any impairment loss resulting from the transitional
impairment tests will be reflected as the cumulative effect of a change in
accounting policy in fiscal 2003.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations".  SFAS No. 143, which is effective for fiscal years beginning
after June 15, 2002, establishes accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the
associated asset retirement cost.  IMI  will adopt the provisions of SFAS No.
143 as of  May 1, 2003.  The impact of this Statement is not expected to be
material.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." The Statement, which is effective for
fiscal years beginning after December 15, 2001, addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Statement requires that discontinued operations be reported separately
from continuing operations and extends that reporting to a component of an
entity that either has been disposed of or is classified as held for sale.
IMI will adopt the provisions of SFAS No. 144 as of  May 1, 2002.  The
adoption of this statement is not expected to have a material impact on the
Group.

3.  Short-term investments

Short-term investments are comprised of fixed income securities which are
classified as available-for-sale securities.  As of April 30 2002, the
company had no short-term investments.  As of April 30, 2001, the Company had
two Federal Agency securities with an amortized cost of $4.0 million and $6.9
million which approximated fair value.  The Federal Agency securities matured
within one year.  As of April 30, 2000, the Company had two Federal Agency
securities with an amortized cost of $10.0 million and $9.9 million which
approximated fair value.  During the years ended April 30, 2002, April 30,
2001, and 2000, maturities of fixed income securities resulted in aggregate
proceeds of $12.9 million, $125.6 million and $133.6 million respectively.

4.  Accounts Receivable Allowance for Doubtful Accounts

The following table provides a summary of the activity in the accounts
receivable allowance for doubtful accounts for the years ended April 30,
2002, 2001, and 2000:

                                                  Year Ended April 30,
                                            2002          2001          2000
                                                    (in thousands)

Balance at beginning of period ......     $ 1,143       $ 2,486       $ 4,883
Charged to expense ..................         (70)          422           845
Deductions ..........................         (16)       (1,765)       (3,242)
                                          -------       -------       -------
Balance at end of period ............     $ 1,058       $ 1,143       $ 2,486
                                          =======       =======       =======

The allowance for doubtful accounts decreased to $1,058,000 at April 30,
2002, from $1,143,000 at April 30, 2001, and from $2,486,000 at April 30,
2000, primarily as a result of settling disputes with customers.  A
significant portion of the amount remaining in the reserve for doubtful
accounts relates to an ongoing dispute with a former customer.  In fiscal
2002, the Company obtained an arbitration award against the former customer
(subsequently reduced to judgment).  The collectibility of the judgment
remains doubtful.

5.  Foreign Currency Translation

For the years ended April 30, 2002, 2001, and 2000, foreign exchange gains
(losses) of $155,000, $380,000 and, $136,000 respectively, were recorded by
the Company.

6.  Property and Equipment

Property and equipment is recorded at cost, less accumulated depreciation.
Property and equipment consists of:

                                                              April 30,
                                                         2002           2001
                                                           (in thousands)
Computer equipment ..............................        8,838         8,980
Furniture and fixtures ..........................        3,588         4,025
Automobiles .....................................           --            --
Leasehold improvements ..........................          922           873
Software acquired ...............................          221         3,396
                                                      --------      --------
                                                        13,569        17,274
Less accumulated depreciation and amortization ..      (10,434)      (12,521)
                                                      --------      --------
                                                      $  3,135      $  4,753
                                                      ========      ========

During the year ended April 30, 2001, the Company reorganized its reporting
units providing more geographical responsibility.  This resulted in the
cancellation of projects related to building worldwide internal accounting
and reporting systems.  Along with this decision, it was determined that
related capitalized software and implementation costs were impaired as they
would no longer provide an economic benefit to the new structure.  This
resulted in a net book value write-off of $1,490,000.

Included in property and equipment are assets leased under capital lease
obligations as follows:
                                                            April 30, 2001
                                                            (in thousands)

Computer equipment ........................                    $    73
Furniture and fixtures ....................                        120
                                                               -------
                                                                   193
Less accumulated amortization .............                       (193)
                                                               -------
                                                               $    --
                                                               =======

The amortization expense on capital leases amounted to $0, $11,000, and
$59,000 for the years ended April 30, 2001, and 2000, respectively.

7. Goodwill and Other Intangibles

Goodwill and other intangibles are recorded at cost, less accumulated
amortization and impairment charges.

Goodwill and other intangibles consists of:
                                                   April 30
                                             2002            2001
                                                (in thousands)
Goodwill ...........................      $ 7,043        $ 7,147
Other intangibles...................           --          4,100
                                          -------         -------
                                            7,043          11,247
Less accumulated amortization ......       (4,054)         (7,508)
                                          -------         -------
                                          $ 2,989         $ 3,739
                                          =======         =======

Amortization of Goodwill and Other intangibles amounted to $741,000 in fiscal
year 2002.  Amortization of goodwill and other intangibles amounted to $4.5
million in fiscal 2001, of which $3.0 million consisted of an extra write-
down of goodwill and other intangibles relating to the Abalon acquisition in
December 1998.  The extra write-down was based upon an outside appraisal
which showed that the value of such goodwill and other intangibles had
declined since the date of the acquisition.

8.  Income Taxes

Loss from continuing operations before income taxes was distributed
geographically as follows:

                                               Year Ended April 30,
                                        2002            2001          2000
                                                   (in thousands)

Domestic .................           $ (4,754)      $ (2,549)    $  (1,714)
Foreign ..................             (1,848)       (17,278)      (21,085)
                                      -------         -------      --------
   Total .................           $ (6,602)      $(19,827)     $(22,799)
                                      =======        =======      ========

Components of the (provision) benefit for income taxes are as follows:

                                                     Year Ended April 30,
                                                   2002       2001      2000
                                                         (in thousands)
Current:
Federal ........................................$     --        --        --
State ..........................................      --        --        --
Foreign ........................................      --        --        --
                                                  ------    ------    ------
   Total current provision .....................      --        --        --
                                                  ------    ------    ------
Deferred:
Federal ........................................$     --  $ (7,382)       --
State ..........................................      --    (2,204)       --
Foreign.........................................      --    (5,838)       --
                                                  ------    ------    ------
 Total deferred (provision) benefit ............$     --  $(15,424)       --
                                                  ------    ------    ------
  Total (provision) benefit for income taxes ...$     --  $(15,424)       --
                                                  ======    ======    ======

The approximate tax effects of temporary differences which give rise to net
deferred taxes are:



<TABLE>
                                                                        April 30,
                                                                       2002      2001
                                                                       (in thousands)
<S>                                                                 <C>          <C>
Deferred income taxes, non-current asset
      Net operating loss carryforwards ..........................   $ 31,275    $ 29,332
      Allowance for doubtful accounts ...........................        347         359
      Restructuring..............................................     (1,078)      1,078
      Depreciation ..............................................        191          19
      Other .....................................................        258          35
                                                                    --------    --------
      Total deferred income taxes, non-current asset ............     30,993      30,823
      Valuation allowance .......................................    (30,993)    (30,823)
                                                                    --------    --------
Total net deferred income taxes, non-current asset ..............   $     --    $     --
                                                                    ========    ========
</TABLE>
      A reconciliation of the (provision) benefit for income taxes to the
amount computed by applying the statutory rates is as follows:
<TABLE>
                                                          Year Ended April 30,
                                                 2002               2001                  2000
                                                            (in thousands)
    <S>                                 <C>            <C>   <C>             <C>  <C>           <C>
    Statutory rate ................    $ 2,245         34%   $  6,741       34%   $  7,752       34%
    Valuation of temporary
     differences ..................     (1,665)       (26)     (3,867)     (20)     (5,994)     (26)
    Increase in valuation allowance
     of deferred tax asset                  --         --     (15,424)     (78)         --       --
    Foreign taxes .................       (293)        (4)     (1,326)      (6)       (902)      (4)
    Permanent differences .........       (287)        (4)     (1,611)      (8)         --       --
    Other .........................         --         --          63       --        (856)      (4)
                                       -------    -------     -------  -------     -------      ---
    Effective tax rate ............   $     --         --    $(15,424)     (78)%        --       --
                                       =======    =======     =======  =======     =======      ===
</TABLE>


There was no provision (benefit) for income taxes for the years ended April
30, 2000 to April 30, 2002.  The Company has applied a full valuation
allowance to deferred tax assets generated after April 30, 1999.  In April,
2001, the Company recorded an additional charge to income amounting to $15.4
million by increasing the valuation allowance by the same amount.  A 100%
allowance was applied by management based upon the Company's continuing non-
profitable operations and inability to predict when this asset could be
realized.  At April 30, 2002, the Company's deferred tax asset, which
amounted to $30.9 million ($31.3 million related to net operating loss
carryforwards less $0.4 million related to other temporary differences), was
offset by applying a valuation allowance resulting in a net deferred tax
asset at April 30, 2002, of $0.  Of the net operating loss carryforwards,
$12.8 million were incurred in the United States and $14.7 million were
incurred in Sweden.  The net operating loss carryforwards, of which
substantially all were incurred after April 30, 1998, may be carried forward
to offset future income up to 15 years in the United States and indefinitely
in Sweden.

9.  Accrued Expenses and Other Current Liabilities
                                                             April 30,
                                                       2002             2001
                                                          (in thousands)
Accrued purchases .........................          $ 1,586          $ 2,274
Project reserves...........................               63              148
Accrued consultancy .......................              293              645
Accrued restructuring costs (See Note 16)..               --            1,355
Accrued pension taxes .....................              588              588
Short-term portion pension liability.......              584               --
Value-added tax ...........................              225              374
Employee withholding taxes ................              470              580
Fair value provision for put option .......            1,620            1,384
Option premium expense.....................              251               --
Other......................................              456              723
                                                     -------          -------
                                                     $ 6,136          $ 8,071
                                                     =======          =======

Short-term portion of pension liability relates to a scheduled reduction of
pension debt by paying premiums and transferring employees from the pension
plan administered by Swedish PRI authority to the Swedish National Pension
Organization plan administered by Alecta (see note 11).  The pension debt
will be reduced each year going forward by approximately the same amount for
the next four years.

During November, 2000, the Company entered into a hedge transaction with a
Bank to offset potential Swedish social security fee liability upon exercise
of stock options by employees living in Sweden.  The arrangement involved the
issuance by the Bank of a call to the Company settleable in cash, which the
Bank elected to cover by purchasing shares of the Company's Common Stock.
The Company offset a portion of the cost of the call by issuing to the Bank a
right to put shares of Company Common Stock to the Company.  Gain or loss to
the Company on the closing of the transaction will be realized based upon the
increase or decrease in the price of the Company's Common Stock.  As a result
of the decline in the value of the Company Common Stock, as of April 30,
2002, and April 30, 2001 the Company has a provision for the decline in fair
value recorded in its books relating to the put issued to the Bank amounting
to $1.6 million and $1.4 million, respectively.  Adjustments to this
provision to reflect movements in the Company's Common Stock price have
resulted in non-operating charges in fiscal year 2002 and fiscal year 2001 of
$0.2 million and $1.4 million.  The provision is reviewed quarterly and
adjusted to reflect the underlying Common Stock value and will be reversed in
full if the price of the Common Stock reaches $4.536 per share, which is the
exercise price of the put.  On April 30, 2002, and on April 30, 2001, the
exercise price of the call option ($4.536) used to hedge potential Swedish
social security fees was above the market price of the Company's Common
Stock.  Since there was no active market for these types of options, the
value of the call option was limited to a calculated option premium, which
was offset in the financial statements by the corresponding premium on the
put option.  The original net premium of $50,000 will be amortized over the
5-year term of the options.  The number of shares of Company Common Stock
subject to the call at any given time, which depends on the number of options
outstanding from time to time, is presently 450,000 and is not expected to
exceed that number.  It is anticipated that the hedge transaction will be
open for several years.  As part of that transaction, the Company deposited
$2.1 million with the Bank and recorded a non-current asset in that amount.

10.  Accrued Payroll and Employee Benefits
                                                             April 30,
                                                       2002             2001
                                                          (in thousands)
Accrued commissions .......................           $   79           $  398
Accrued payroll taxes .....................              398              977
Accrued vacation pay ......................            1,807            1,571
Accrued salaries and bonus ................            1,118            1,398
Accrued restructuring costs (see Note 16)..               --            2,256
Accrued severance costs....................              439               --
Accrued pension expenses ..................              529              703
Debt for ESPP .............................               17              145
Other .....................................              175              147
                                                      ------           ------
                                                      $4,562           $7,595
                                                      ======           ======

In fiscal year 2002 an accrual was made for extra costs associated with
employee terminations and severance in the Company's subsidiary, Abalon AB,
amounting to $812,000.

11. Employee Benefit Plans

The Company provides retirement benefits for substantially all employees in
the United States and in foreign locations.  In the U.S., the U.K., and the
Netherlands, the Company sponsors defined contribution plans.  In addition,
IMAB has a supplemental defined contribution plan for certain key management
employees.

IMIC's Swedish subsidiary, IMAB, participates in several pension plans (non-
contributory for employees), which cover substantially all employees of its
Swedish operations.  The plans are in accordance with a nationally-agreed
standard plan, the ITP Plan, and administered by a national organization,
Pensionsregistreringsinstitutet ("PRI").  The level of benefits and actuarial
assumptions are calculated and established by the national organization and,
accordingly, IMAB may not change benefit levels or actuarial assumptions.
The Company accounts for pensions in accordance with SFAS No. 87, "Employers'
Accounting for Pensions".  In March 2001, IMAB amended its financing of these
plans from financing via corporate assets to financing via premiums paid to
Alecta (formerly SPP), the Swedish National Pension Organization.  The
pension book reserve will, in the future, only increase with an interest
component.  IMAB has provided a guaranty to Forsakringsbolaget Pensions
Garanti ("FPG"), a third party guarantor of pension liabilities, in the
amount of $650,000.  This guaranty is in the form of a collateralized bank
deposit of the same amount and is recorded as a non-current asset.  During
the year ended April 30, 2002 IMAB has amortized its liability by $321,000.
It is expected that IMAB will continue to amortize its remaining liability by
approximately $650,000 per year for the next four years.

Effective April 30, 1999, the Company adopted SFAS No. 132,"Employers'
Disclosures about Pensions and Other Postretirement Benefits." SFAS No. 132
does not change the measurement or recognition of those plans, but revises
the disclosure requirements for pension and other postretirement benefit
plans for all years presented.  The net periodic benefit cost for the IMAB's
defined benefit retirement plan in Sweden include the following components:

                                                       Year Ended April 30,
                                                     2002      2001      2000
                                                          (in thousands)

Service cost ..................................      $ --      $337      $489
Interest cost .................................       168       167       142
Amortization of actuarial net loss ............         2         8         8
Amortization of transition obligation .........        --         2         3
                                                     ----      ----      ----
Net periodic benefit cost .....................      $170      $514      $642
                                                     ====      ====      ====

The following table sets forth the change in the benefit obligation for
IMAB's defined benefit plan in Sweden:

                                                              April 30,
                                                         2002          2001
                                                           (in thousands)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year ....    $  3,047      $ 3,094
Service cost ......................................          --          337
Interest cost .....................................         168          167
Actuarial (gain) loss .............................         322           --
Benefits paid .....................................          (7)         (19)
Settlement.........................................        (313)          --
Effect of foreign currency exchange rates .........         (47)        (532)
                                                        -------      -------
Benefit obligation at end of fiscal year ..........     $ 3,170      $ 3,047
                                                        =======      =======

The following table shows the plan's funded status and amounts recognized in
the consolidated balance sheet:
                                                              April 30,
                                                          2002         2001
                                                           (in thousands)
Actuarial present value of benefit obligation:
Funded status ..................................     $ (3,170)      $(3,047)
Unrecognized actuarial loss ....................          373           159
Unrecognized transition obligation .............            4             8
                                                       ------        ------
                                                     $ (2,793)      $(2,880)

Out of which long-term liability................       (2,240)       (2,880)
Out of which short-term liability ..............         (553)           --
                                                      =======        =======

The following assumptions were used to determine the IMAB's obligation under
the Swedish plan:

                                               Years Ended April 30,
                                          2002           2001          2000
Discount rate ..................          5.75%          5.75%         5.75%
Salary increase ................          3.00%          3.00%         3.00%
Inflation ......................          2.00%          2.00%         2.00%

Defined Contribution Plans

Contributions by the Company relating to its defined contribution plans for
the years ended April 30, 2002, 2001, and 2000 were $2,493,000 $2,606,000,
and $2,051,000, respectively.  In fiscal years 2002 and 2001, the Company
received refunds from the Swedish National Pension Organization, Alecta,
amounting to $802,000 and $639,000, respectively.  These refunds were related
to an overfunding of the pension plans administered by Alecta in earlier
years.  Alecta was required by the Swedish Government to return the
overfunded portion of these funds to the contributing employers.

12.  Stockholders' Equity and Number of Share Information

IMIC's Amended and Restated Certificate of Incorporation as in effect on
April 30, 2002, authorizes (i) 15,000,000 shares of preferred stock
("Preferred Stock") with a par value of $0.01 and (ii) 75,000,000 shares of
Common Stock with a par value of $0.01 of which 12,500,000 shares have been
designated as Class B Common Stock.  No shares of Preferred Stock or Class B
Common Stock were outstanding at April 30, 2002.

As of April 30, 2002, 2001, and 2000, total stockholders' equity includes an
amount of SEK 40,800,000 (approximately U.S. $4,000,000) in IMAB which is
restricted as to usage according to Swedish Company Law.  The amount only can
be used to cover a net deficit, for an increase in share capital, or for
other uses as agreed by the courts.

On January 31, 2002, the Company and the shareholders concerned cancelled
purchases aggregating 432,000 shares of Common Stock.  Accordingly, the
number of shares outstanding and the related notes receivable from
shareholders have been adjusted.

There have not been any repurchases of Common Stock during the years ended
April 30, 2002, 2001, and 2000.

Share Information

For each of the periods presented, income available to common shareholders
(the numerator) used in the computation of net income (loss) per share was
the same as the numerator used in the computation of net income (loss) per
share assuming dilution.  A reconciliation of the denominators used in the
computations of net income (loss) per share and net income (loss) per share
assuming dilution is as follows:

                                                 Year Ended April 30,
                                            2002         2001         2000
Weighted average shares outstanding ..   32,198,401   31,985,991   31,671,870
Effect of dilutive stock options .....           --           --           --
                                         ----------   ----------   ----------
Adjusted weighted average shares
outstanding assuming dilution ........   32,198,401   31,985,991   31,671,870
                                         ==========   ==========   ==========

13. Stock Compensation Plans

Stock Option Plans

In May 1995, IMIC adopted the Industri-Matematik International Corp.  Stock
Option Plan ("1995 Plan"), and in October, 1998, IMIC adopted the Industri-
Matematik International Corp. 1998 Stock Option Plan ("1998 Plan")(the 1995
Plan and 1998 Plan, collectively, "U.S. Plans").  The U.S. Plans provide for
grants of incentive stock options to key employees (including officers and
employee directors) of the Company and non-incentive stock options to key
employees and members of IMIC's Board of Directors, consultants, and other
advisors of the Company who are not employees.  The maximum term for either
form of option is ten years, and the options which have been granted have had
vesting periods of three to five years.  A total of 3,000,000 shares of
Common Stock were reserved for future issuance under the 1995 Plan, of which
2,244,500 were available for grant as of April 30, 2002, and a total of
3,000,000 shares of Common Stock were reserved for future issuance under the
1998 Plan and in August, 2000, by an additional 1,000,000 shares.  Of the
total of 4,000,000 shares reserved for issuance under the 1998 Plan,
1,118,500 were available for grant as of April 30, 2002.

Since there has been a public market for the Company's Common Stock, all
stock options have been granted with an exercise price equal to or exceeding
the market price.  IMIC's Board of Directors believes that all stock options
granted prior to there being such public market were granted with an exercise
price equal to or exceeding the fair value of such Common Stock on the date
of the grant, based on the facts, circumstances, and limitations existing at
the time of their determinations.

The following is a summary of option transactions and exercise prices as it
relates to the U.S. Plans:
                                                                 Weighted
                                                                  Average
                                  Options     Price per option Exercise Price

Outstanding at April 30, 1999    3,176,498      $2.00 - $ 26.38     $ 6.30
                                 ---------
     Granted..............       1,510,700      $1.91 - $ 12.25     $ 3.34
     Exercised............         (99,597)     $2.00 - $ 11.06     $ 3.54
     Terminated...........        (602,751)     $1.91 - $ 20.38     $ 6.12
                                 ---------
Outstanding at April 30, 2000    3,984,850      $1.91 - $ 26.38     $ 5.27
                                 ---------
     Granted..............         270,500      $1.72 - $  3.50     $ 2.24
     Exercised............        (151,900)     $1.91 - $  4.00     $ 2.03
     Terminated...........        (914,000)     $1.91 - $ 20.38     $ 4.61
                                 ---------
Outstanding at April 30, 2001    3,189,450      $1.72 - $ 26.38     $ 5.31
                                 ---------
     Granted..............       1,753,500      $0.65 - $  1.15     $ 0.96
     Exercised............            (0,0)     $0.00 - $  0.00     $ 0.00
     Terminated...........      (1,305,950)     $1.00 - $ 26.38     $ 8.29
                                 ---------
Outstanding at April 30, 2002    3,637,000      $0.65 - $ 26.38     $ 2.91
                                 ---------
Vested at April 30, 2002         1,412,925      $0.65 - $ 26.38     $ 4.12
                                 =========

The following table summarizes information concerning outstanding and
exercisable options as of April 30, 2002.



<TABLE>                                  Options Outstanding
                           -----------------------------------------
                                     Weighted Average                     Options Exercisable
                          -----------------------------------------   -------------------------
                                                                                      Weighted
                           Number of  Remaining Life                    Number of      Average
Range of Exercise Prices     Options       (Years)     Exercise Price     Options   Exercise Price
--------------------------   ---------  --------------  --------------   ---------  --------------
    <C>       <C>           <C>               <C>          <C>             <C>         <C>
    $  0.65 - $ 4.00        2,789,500          8.6         $ 1.74          868,125     $ 2.33
    $  5.06 - $ 6.00          728,000          6.4         $ 5.97          436,800     $ 5.97
    $  7.88 - $ 9.00           74,000          4.3         $ 9.00           74,000     $ 9.00
    $ 11.06 - $15.38           40,500          5.7         $13.97           30,000     $10.45
    $ 22.25 - $26.38            5,000          5.8         $26.38            4,000     $26.38
- ----------------------   ----------        -----        -------        ---------     ------
    $  0.65 - $26.38        3,637,000          8.0         $ 2.9         1,412,925     $ 4.04
                            =========                                    =========
</TABLE>



Transferable Stock Option Plans

In October, 2000, the Company instituted a Transferable Stock Option Plan
("Swedish Plan") which supplements the U.S. Plans for the benefit of selected
employees subject to Swedish income taxation.  Pursuant to the Swedish Plan,
options may be sold to employees giving them the right to purchase shares of
Company Common Stock at a purchase price equal to the market value on the
Common Stock on the date of sale of the option.  The purchase price for the
option will be its fair market value on the date of sale.  The options are
transferable, and if an employee owning an option terminates his employment
with the Company, the Company has the right to repurchase his options at
their then market value, or if the options are not publicly traded, at the
original purchase price plus interest.  A total of 500,000 shares were
reserved for issuance under the Swedish Plan, all of which were available for
grant as of April 30, 2002.

In May, 2001, the Company instituted a Transferable Stock Option Plan
("Swedish Plan") for Abalon AB, a wholly owned subsidiary to Industri-
Matematik International.  The Plan is for the benefit of selected employees
subject to Swedish income taxation.  Pursuant to the Abalon Swedish Plan,
options may be sold to employees giving them the right to purchase shares of
Abalon AB Common Stock at a purchase price equal to the market value on the
Common Stock on the date of sale of the option.  The purchase price for the
option will be its fair market value on the date of sale.  The options are
transferable, and if an employee owning an option terminates his employment
with the Company, the Company has the right to repurchase his options at
their then market value, or if the options are not publicly traded, at the
original purchase price plus interest.  At April 30, 2002 there were 310,000
Abalon AB options outstanding representing 3% of the subsidiaries outstanding
common stock.  The plan provides for the possibility to issue up to 20% of
the subsidiaries outstanding common stock.

Restricted Stock Program

In May 1995, the Company instituted a restricted stock program pursuant to
which shares of IMIC's Common Stock were purchased by certain key employees
who may be taxable pursuant to the laws of Sweden in exchange for nonrecourse
promissory notes ("Restricted Stock Program").  The shares were issued
through a wholly owned subsidiary of IMIC, Software Finance Corporation
("SFC").  Principal on the promissory notes is due either nine or ten years
after issuance with interest being due and payable annually.

No shares were sold in fiscal 2002, 2001, or 2000.

Under the terms of the Restricted Stock Program, SFC has an option to
repurchase the shares issued to each employee provided it pays an annual
option premium.  The exercise price to be paid by SFC upon exercise of a
purchase option is the fair market value, provided that if the option to
purchase is exercised prior to the end of a stated period, then the exercise
price is the initial purchase price for a percentage of the shares after the
first anniversary of the option agreement, generally decreasing by 20% each
subsequent year and the exercise price for the balance of the shares is fair
market value.  The annual option premium paid by SFC is at a rate
substantially equal to the interest due on the non-recourse promissory note.
If it exercises an option, SFC has the right and obligation to apply against
the payment of any principal due on the employee's promissory note any
amounts payable by SFC to the recipient of the shares as the exercise price
under the Option Agreement.  The individual employee has no personal
obligation under the note; liability is limited to the shares sold.  During
fiscal 2000, pursuant to the foregoing provisions, a former employee sold the
shares he acquired and applied the proceeds to his note, and the balance of
the note was cancelled.  During fiscal 2002, one former employee and the
current employees terminated their interest in 432,000 shares and the related
notes were cancelled.

The shares sold pursuant to the Restricted Stock Program are included within
Common Stock and additional paid-in capital in Stockholders' equity while the
non-recourse promissory notes are classified as a contra-account as notes
receivable from Stockholders, and shown in Stockholders' equity.  The Company
has the ability to prevent the recipients from selling the purchased
securities.  The Company has not recognized any compensation expense in
respect of the restricted stock in the statements of operations since the
purchase price of the restricted stock did not differ from the estimated fair
market value of the Common Stock on the date of issuance.  The shares sold
pursuant to the Restricted Stock Program and dividends paid thereon are
subject to a pledge and security interest held by SFC.

On January 31, 2002, the Company and the shareholders concerned canceled
purchases aggregating 432,000 shares of Common Stock.  Accordingly, the
number of shares outstanding and the related notes receivable from
shareholders have been adjusted.  As of April 30, 2002, 634,995 shares sold
pursuant to the Restricted Stock Program, with respect to which the related
non-recourse promissory notes remained unpaid, were outstanding.

Employee Stock Purchase Plan

Effective February 26, 1997, IMIC adopted the Industri-Matematik
International Corp. 1997 Employee Stock Purchase Plan ("ESPP") to provide
eligible employees an opportunity to purchase shares of IMIC Common Stock at
a discount from market value through payroll deductions and other
contributions.  600,000 shares were reserved for purchase pursuant to the
ESPP, in December, 1998, and May, 2000, respectively.  The ESPP establishes
purchase periods of up to 23 months and two 6-month accrual periods per
calendar year commencing each January 1 and July 1.  On the last day of each
accrual period, participant account balances are used to purchase shares of
Common Stock at the lesser of 85% of the fair market value of the Common
Stock on such date or on the first day of the purchase period.  No
participant may purchase more than 500 shares in any accrual period or shares
having a value in excess of $21,250 in any calendar year.  Employees
purchased 103,038 and 284,756 shares at an average price of $1.47 and $2.09
per share under the ESPP during the years ended April 30, 2002 and 2001,
respectively.

Pro Forma Net Income in accordance with SFAS No. 123.

As permitted by the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", the Company applies APB Opinion 25 "Accounting for Stock
Issued to Employees" and related interpretations in accounting for its stock-
based employee compensation plans.  Accordingly, no compensation cost has
been recognized for the stock options or for purchases under the ESPP.  If
compensation cost for stock option plans and its ESPP had been determined
based on the fair value at the grant dates as defined by SFAS No. 123, the
Company's pro forma net income and earnings per share would have been as
follows:

                                                Year ended April 30,
                                              2002        2001         2000
                                        (in thousands, except per share data)
Net loss                   As reported..    $(6,602)   $(35,251)    $(22,799)
                           Pro forma....     (6,438)    (39,883)     (27,881)

Net loss per share         As reported..   $  (0.20)   $  (1.10)    $  (0.72)
                           Pro forma....      (0.20)      (1.25)       (0.88)

The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes options-pricing model with the following weighted-
average assumptions used for grants in the years ended April 30, 2002, 2001,
and 2000:
                                                  Year Ended April 30,
                                            2002          2001         2000

Expected term .....................            5             5            5
Volatility factor .................        101.0%        100.0%        90.0%
Risk-free interest rate ...........         4.47%         5.21%        5.95%
Dividend yield ....................         0.00%         0.00%        0.00%
Fair value ........................       $ 0.74        $ 1.73       $ 2.44

Shares issued under the ESPP were valued at the difference between the market
value of the stock and the discounted purchase price of the shares on the
date of purchase.  The date of grant and the date of purchase coincide for
this plan.

The weighted average fair value of shares issues to employees under the ESPP
was $0.49, $0.68, and $0.67 during the years ended April 30, 2002, 2001, and
2000, respectively.

14.  Commitments and Contingencies

Operating leases

The Company leases office facilities and certain office equipment under
various non-cancelable operating lease agreements.  Aggregate future minimum
lease payments under non-cancelable operating leases are as follows as of
April 30, 2002:
                                                    Future minimum payments
Year Ending April 30,                                  on operating leases
                                                          (in thousands)
2003...............................................         $  4,866
2004...............................................            4,627
2005 ..............................................            1,658
2006...............................................              747
2007...............................................              584
Thereafter.........................................            3,494
                                                            --------
Total future minimum lease payments                         $ 15,976
                                                            ========

Total rent expense under the leases was $5,558,000, $5,371,000, $7,904,000
for the years ended April 30, 2002, 2001, and 2000, respectively.

The Company is liable to pay social fees on the gains in connection with the
exercise of the Company's stock options by it's employees in Sweden.  The
amount of the future liability is dependent upon the number of options
exercised and the market price.  Social fees in Sweden are approximately 33
percent.  To offset this potential liability, during November, 2000, the
Company entered into a hedge transaction (see note 9).

During the year ended April 30, 2002 IMAB has amortized its liability under
the nationally-agreed standard pension plan, the ITP Plan, administered by a
national organization, Pensionsregistreringsinstitutet ("PRI").  The
liability was reduced by $321,000.  It is expected that IMAB will continue to
amortize its remaining liability by approximately $650,000 per year for the
next four years.

Litigation

In February, 1999, a class action lawsuit was commenced by service of a
complaint against the Company, certain of its officers, directors, and
controlling shareholders who sold shares of Common Stock during the class
period, and its underwriters claiming violations of the Federal securities
laws.  The complaint was dismissed, but the plaintiff had the right and did
serve a new complaint.  A motion to dismiss the second complaint has been
submitted.  No answer to either complaint was filed.  While management
believes this action to be without merit, an unfavorable outcome in the class
or any other action which may be brought against the Company may have a
material adverse affect upon the Company's business, operating results, and
financial condition.  In fiscal 2002, the Company obtained an arbitration
award against a former customer (subsequently reduced to judgment).  The
collectibility of the judgment is doubtful.

15. Segment Information

The Company operates in one industry segment, the design, development,
marketing, licensing, and support of client/server application software.  The
Company is managed on a geographic basis and the Company's management
evaluates the performance of its segments and allocates resources to them
based upon income (loss) from operations.  Income (loss) from operations for
the geographic segments excludes general corporate expenses and product
development costs.  The majority of software development occurs in Sweden
although the Company maintains some development facilities in the United
States.  Product development costs and general corporate expenses are
reported in the Corporate segment.  Assets by reportable segment are not
disclosed since the Company's management does not review segmented balance
sheet information.  The accounting policies of the segments are the same as
those described in the summary of significant accounting policies.  Segment
data includes intersegment revenues.

The table below presents information about the Company's reportable segments:

                                                   Year Ended April 30,
                                              2002         2001        2000
                                                     (in thousands)
Revenues:
     United States .....................   $ 19,974     $ 28,220    $ 28,859
     Nordic ............................     24,214       28,383      32,083
     United Kingdom ....................      6,658        6,316       6,051
     Netherlands .......................      5,771        7,325       5,159
     Other Europe.......................         --           --         346
     Australia .........................        637        1,194       2,198
     Intercompany ......................     (2,845)      (2,744)       (137)
     Corporate .........................        871          661         466
                                           --------     --------    --------
     Total revenues                        $ 55,280     $ 69,355    $ 75,025
                                           ========     ========    ========

Included in the revenues for Nordic, for the years ended April 30, 2002, 2001
and 2000 respectively, $1,804,000, $1,927,000 and $137,000 were revenues
earned from other companies within the group ("Intercompany").  Included in
the revenues for United Kingdom, for the years ended April 30, 2002, 2001 and
2000 respectively, $1,026,000, $723,000 and $0 were revenues earned from
other companies within the group ("Intercompany").  Included in the revenues
for various countries, for the years ended April 30, 2002, 2001 and 2000
respectively, $15,000 $94,000 and $0 were revenues earned from other
companies within the group ("Intercompany").  Various countries consists of
Netherlands, Australia, United States and Other Europe.

Loss from operations:
     United States .....................   $  1,602     $  7,795    $  4,371
     Nordic ............................      2,244        2,039       3,275
     United Kingdom ....................      1,304            1      (1,011)
     Netherlands .......................        279        1,918         775
     Other Europe ......................         (1)        (160)       (823)
     Australia .........................         22         (228)        634
     Canada ............................         (3)          (3)        (24)
     Intercompany ......................        (64)      (2,072)       (252)
     Corporate .........................    (12,651)     (29,446)    (31,766)
                                           --------     --------    --------
     Total loss from operations            $ (7,268)    $(20,156)   $(24,821)
                                           ========     ========    ========

Geographic data for revenues based upon customer location and long-lived
assets (which consist of non-current assets other than goodwill and other
intangible assets) were as follows:

                                                   Year Ended April 30,
                                              2002         2001        2000
                                                    (in thousands)
Revenues:
     United States .....................   $ 17,311     $ 23,086    $ 26,650
     Nordic ............................     22,065       25,546      20,567
     United Kingdom ....................      5,225        6,657       6,749
     Netherlands .......................      5,953        6,561       5,634
     Other Europe ......................      1,440        1,218      10,464
     Asia/Pacific ......................        638        1,455       2,665
     Rest of Americas ..................      2,648        4,832       2,296
                                           --------     --------    --------
     Total revenues                        $ 55,280     $ 69,355    $ 75,025
                                           ========     ========    ========

Long-lived assets:
     United States .....................    $   885     $ 1,732     $  2,673
     Nordic ............................      1,770       2,387        2,867
     United Kingdom ....................        346         410          574
     Netherlands .......................        116         158          208
     Other Europe.......................         --          --          137
     Australia .........................         18          66          136
                                           --------    --------     --------
     Total long-lived assets                $ 3,135     $ 4,753     $  6,595
                                           ========    ========     ========

Major customers

For the year ended April 30, 2002, the Company had one single customer,
Sherwin Williams, representing 10.4% of total revenues.  For the years ended
April 30, 2001, and 2000, the Company had no single customer with sales
comprising more than 10% of total revenues.

16.  Restructuring
In April, 2001, in order to reduce costs and increase efficiency, the Company
announced a reorganization of its operations into four regional units each
made up of sales, services, support, and operations staff.  In connection
with the reorganization, the Company recorded a restructuring charge of $5.4
million consisting primarily of employee severance costs, lease termination
expenses, and write-downs of certain property and equipment, of which $1.5
million was utilized by April 30, 2001, and the balance utilized during the
fiscal year ended April 30, 2002.  The components of the charge included, in
thousands:

                                        Sweden      United States       Total
                                        ------      -------------       -----
Severance benefits                      $2,431          $366           $2,797
Lease obligations and terminations       1,057            --            1,057
Write-down on fixed assets               1,490            --            1,490
Other                                       47            --               47
                                        ------          ----           ------
Total restructuring charge              $5,025          $366           $5,391
                                        ======          ====           ======

Of the 57 employees terminated in Sweden, 5 worked in administration, 3
worked in sales and marketing, 13 worked in services and support, and 36
worked in product development.  Of the 6 employees terminated in the United
States 1 worked in administration, 1 worked in services and support, and 4
worked in sales and marketing.  The lease termination expenses related to the
space occupied by the terminated employees in Sweden, and the assets written-
down in the reorganization were office equipment and leasehold improvements
related to the terminated employees as well as accounting and support
systems.

The following table presents the components of the accrual at April 30, 2001
(in thousands), restructuring activity relating to the fiscal 2001
restructuring through April 30, 2002, and the remaining accrual at April 30,
2002:

                            Accrual                             Accrual
                             as of    Utilization                as of
                            April 30,      of       Currency    April 30,
                              2001       accrual     effect       2002
                            -------   ----------   ---------   --------
Severance benefits          $ 2,621   $  (2,550)   $    (71)   $      0
Lease obligations
  and terminations              990        (958)        (32)          0
Other                            47         (47)                      0
                            -------   ----------   ---------   --------
Total                       $ 3,658   $  (3,555)   $   (103)   $      0
                            =======   ==========   =========   ========



17.  Quarterly Information (Unaudited)

Summarized quarterly consolidated financial information for 2002 and 2001 is
as follows:





<TABLE>
                                                           Quarter Ended
                                 July 31,  Oct. 31,  Jan. 31,    April 30,  July 31,   Oct. 31,   Jan. 31,    April 30,
                                  2001       2001      2002        2002       2000       2000       2001        2001
                                                      (in thousands, except per share data)
<S>                            <C>        <C>        <C>        <C>        <C>       <C>          <C>       <C>
Total revenues                 $ 13,488   $ 15,349   $ 13,850   $ 12,593   $ 16,993  $ 18,487     $15,390    $18,485
Gross profit                      5,024      6,632      5,581      4,931      7,396     8,820       6,086      7,822
Net income (loss)                (1,445)      (796)    (1,380)    (2,981)    (3,481)     (650)     (4,254)   (26,866)
Earnings per Share                (0.05)     (0.02)     (0.04)     (0.09)     (0.11)    (0.02)      (0.13)     (0.84)
Weighted average number
  of shares                      32,303     32,303     32,309     31,877     31,931    31,974      32,020     32,020
</TABLE>



                                   SIGNATURES

      Pursuant to the requirements of Section 13 of 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.

                              INDUSTRI-MATEMATIK INTERNATIONAL CORP.


July 30, 2002                 By: /s/ LIN JOHNSTONE
                                 ------------------------------------
                                 Lin Johnstone, President and
                                 Chief Executive Officer

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

July 30, 2002                        /s/ LIN JOHNSTONE
                                     ---------------------------------------
                                     Lin Johnstone, Principal
                                     Executive Officer

July 30, 2002                        /s/ KARL ASP
                                     ---------------------------------------
                                     Karl Asp, Principal
                                     Financial and Accounting
                                     Officer

July 30, 2002                        /s/ JEFFREY A. HARRIS
                                     ---------------------------------------
                                     Jeffrey A. Harris, Director


July 30, 2002                        /s/ WILLIAM H. JANEWAY
                                     ---------------------------------------
                                     William H. Janeway, Director


July 30, 2002                        /s/ TERJE LAUGERUD
                                     ---------------------------------------
                                     TERJE LAUGERUD, Director


July 30, 2002                        /s/ MARTIN LEIMDORFER
                                     ---------------------------------------
                                     Martin Leimdorfer, Director


July 30, 2002                        /s/ GEOFF W. SQUIRE
                                     ---------------------------------------
                                     Geoff W. Squire, Director