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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2003

or

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

For the Transition Period from
_________ to _________

COMMISSION FILE NUMBER: 000-28220

MIGRATEC, INC.

(Name of Small Business Issuer as Specified in its Charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) |  | 65-0125664
(I.R.S. Employer
Identification No.)

11494 LUNA ROAD, SUITE 100, DALLAS, TEXAS 75234-9421
(Address of Principal Executive Offices; Zip Code)

(972) 969-0300
(Issuers Telephone Number, Including Area Code)

The number of shares outstanding of each of the issuers classes of common equity as of May 9, 2003:

|                                         |  |                              |             | 
|---------------------------------------- |  | ---------------------------- | ----------- | 
|Title of Class                           |  | Number of Shares Outstanding
|                                         |  |                             
|Common Stock, $0.001 par value per share |  |                              | 162,357,550 | 

Transitional Small Business Disclosure Format (Check One): Yes o   No x





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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                    |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                    
|                                                   | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                                   |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS                             
|                                                   |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS                   
|                                                   |                                                                                               | CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
|                                                   |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS                   
|                                                   |                                                                                               | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS              
|                                                   | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 3. CONTROLS AND PROCEDURES                                                              
|PART II  OTHER INFORMATION                       
|                                                   | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                                   | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|EXHIBIT TABLE                                     
|SIGNATURES                                        
|EX-11.1 Computation of Net Loss per Share         
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350



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INDEX

|                               |                                                                                               |                                                                                                                          |    |      |   | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | -- | ---- | - | 
|                               |                                                                                               |                                                                                                                          |    | Page
|                               |                                                                                               |                                                                                                                          |    |     
|PART I  FINANCIAL INFORMATION |                                                                                               |                                                                                                                          | 1  |     
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                  |                                                                                                                          |    | 1    |  
|                               |                                                                                               | Consolidated Condensed Balance Sheets at March 31, 2003 (unaudited)
and December 31, 2002                                |    |      | 1 | 
|                               |                                                                                               | Consolidated Condensed Statements of Operations for the three months
ended March 31, 2003 and 2002 (unaudited)           |    |      | 2 | 
|                               |                                                                                               | Consolidated Condensed Statement of Stockholders Equity (Deficit) for the
three months ended March 31, 2003 (unaudited) |    |      | 3 | 
|                               |                                                                                               | Consolidated Condensed Statements of Cash Flows for the three months
ended March 31, 2003 and 2002 (unaudited)           |    |      | 4 | 
|                               |                                                                                               | Notes to Consolidated Condensed Financial Statements (unaudited)                                                         |    |      | 5 | 
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                                                                                          |    | 13   |  
|                               | ITEM 3. CONTROLS AND PROCEDURES                                                               |                                                                                                                          |    | 18   |  
|PART II  OTHER INFORMATION    |                                                                                               |                                                                                                                          | 19 |     
|                               | ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                             |                                                                                                                          |    | 19   |  
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      |                                                                                                                          |    | 19   |  



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PART I  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




MIGRATEC, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |             |        |           | 
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ---------------------------------------------------- | ----------- | -------------- | -------- | ----------------- | ----------- | ------ | --------- | 
|                                               |                                                                                                                                                                               |                    |                                                      |             | March 31, 2003 |          | December 31, 2002
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                  
|                                               |                                                                                                                                                                               |                    |                                                      |             | (Unaudited)    |          |                   |             |       
|ASSETS                                         |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|CURRENT ASSETS                                 |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               | Cash                                                                                                                                                                          |                    | $                                                    | 85,857      |                |          | $                 | 881,035     |       
|                                               | Accounts receivable                                                                                                                                                           |                    |                                                      | 68,154      |                |          |                   | 92,500      |       
|                                               | Other current assets                                                                                                                                                          |                    |                                                      | 169,374     |                |          |                   | 173,577     |       
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total current assets                                 |             |                | 323,385  |                   |             |        | 1,147,112 | 
|PROPERTY AND EQUIPMENT, NET                    |                                                                                                                                                                               |                    | 105,923                                              |             |                |          | 121,765           |            
|OTHER ASSETS                                   |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               | Capitalized software costs, net of amortization of $90,692
and $90,624 in 2003 and 2002, respectively                                                                         |                    |                                                      | 125         |                |          |                   | 190         |       
|                                               | Other assets                                                                                                                                                                  |                    |                                                      | 24,947      |                |          |                   | 59,863      |       
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               | Total other assets |                                                      |             | 25,072         |          |                   |             | 60,053 |          
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total Assets                                         |             | $              | 454,380  |                   |             | $      | 1,328,930 | 
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|CURRENT LIABILITIES                            |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               | Accounts payable                                                                                                                                                              |                    | $                                                    | 394,416     |                |          | $                 | 256,155     |       
|                                               | Accrued expenses                                                                                                                                                              |                    |                                                      | 286,006     |                |          |                   | 198,238     |       
|                                               | Current portion of long-term debt and notes payable                                                                                                                           |                    |                                                      | 6,929       |                |          |                   | 9,639       |       
|                                               | Obligations under capital leases                                                                                                                                              |                    |                                                      | 3,210       |                |          |                   | 3,086       |       
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total current liabilities                            |             |                | 690,561  |                   |             |        | 467,118   | 
|LONG-TERM LIABILITIES                          |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               | Long-term portion of obligations under capital leases                                                                                                                         |                    |                                                      | 14,332      |                |          |                   | 15,183      |       
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total liabilities                                    |             |                | 704,893  |                   |             |        | 482,301   | 
|MINORITY INTEREST                              |                                                                                                                                                                               |                    | (3,752                                               | )           |                |          | (3,752            | )          
|COMMITMENTS AND CONTINGENCIES                  |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|STOCKHOLDERS EQUITY (DEFICIT)                 |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               | Preferred stock 50,000,000 shares authorized; $0.001 par
value; none issued or outstanding                                                                                    |                    |                                                      |             |                |          |                   |             |       
|                                               | Common stock $0.001 par value; 250,000,000 shares
authorized; 162,357,550 and 161,007,550 shares issued and
outstanding at March 31, 2003 and December 31, 2002,
respectively |                    |                                                      | 162,358     |                |          |                   | 161,008     |       
|                                               | Additional paid-in capital                                                                                                                                                    |                    |                                                      | 34,337,313  |                |          |                   | 34,056,263  |       
|                                               | Deferred stock compensation                                                                                                                                                   |                    |                                                      |            |                |          |                   | (85,313     | )     
|                                               | Accumulated deficit                                                                                                                                                           |                    |                                                      | (34,746,432 | )              |          |                   | (33,281,577 | )     
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total stockholders equity (deficit)                 |             |                | (246,761 | )                 |             |        | 850,381   | 
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            
|                                               |                                                                                                                                                                               |                    | Total Liabilities and Stockholders Equity (Deficit) |             | $              | 454,380  |                   |             | $      | 1,328,930 | 
|                                               |                                                                                                                                                                               |                    |                                                      |             |                |          |                   |            

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

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MIGRATEC, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                          |                            |                   |                              |         |                              |            |             |         |        |            |  
|------------------------------------------------------------------------- | -------------------------- | ----------------- | ---------------------------- | ------- | ---------------------------- | ---------- | ----------- | ------- | ------ | ---------- | -
|                                                                          |                            |                   |                              |         | Three Months Ended March 31,
|                                                                          |                            |                   |                              |         |                             
|                                                                          |                            |                   |                              |         | 2003                         |            | 2002       
|                                                                          |                            |                   |                              |         |                              |            |            
|REVENUES                                                                  |                            |                   |                              |         |                              |            |             |        
|                                                                          | Software licenses          |                   | $                            | 15,034  |                              |            | $           |        |       
|                                                                          | Services                   |                   |                              | 161,348 |                              |            |             |        |       
|                                                                          |                            |                   |                              |         |                              |            |             |        
|                                                                          |                            |                   | Total revenues               |         |                              | 176,382    |             |         |        |           |  
|COSTS AND EXPENSES                                                        |                            |                   |                              |         |                              |            |             |        
|                                                                          | Cost of revenues           |                   |                              | 134,461 |                              |            |             |        |       
|                                                                          | Selling and marketing      |                   |                              | 497,698 |                              |            |             | 395,841 |       
|                                                                          | Research and development   |                   |                              | 332,864 |                              |            |             | 409,196 |       
|                                                                          | General and administrative |                   |                              | 676,320 |                              |            |             | 764,963 |       
|                                                                          |                            |                   |                              |         |                              |            |             |        
|                                                                          |                            |                   | Total costs and expenses     |         |                              | 1,641,343  |             |         |        | 1,570,000  |  
|                                                                          |                            |                   |                              |         |                              |            |             |        
|LOSS FROM OPERATIONS                                                      |                            |                   | (1,464,961                   | )       |                              |            | (1,570,000  | )      
|                                                                          | Other income (expense)     |                   |                              |         |                              |            |             |         |       
|                                                                          |                            | Interest expense  |                              |         | (1,011                       | )          |             |         | (4,034 | )         
|                                                                          |                            | Other income, net |                              |         | 1,117                        |            |             |         | 2,505  |           
|                                                                          |                            |                   |                              |         |                              |            |             |        
|                                                                          |                            |                   | Total other income (expense) |         |                              | 106        |             |         |        | (1,529     | )
|                                                                          |                            |                   |                              |         |                              |            |             |        
|                                                                          |                            |                   | Net loss                     |         | $                            | (1,464,855 | )           |         | $      | (1,571,529 | )
|                                                                          |                            |                   |                              |         |                              |            |             |        
|NET LOSS PER COMMON SHARE (BASIC AND DILUTED)                             |                            | $                 | (0.01                        | )       |                              | $          | (0.01       | )      
|                                                                          |                            |                   |                              |         |                              |            |             |        
|WEIGHTED AVERAGE COMMON SHARES
ISSUED AND OUTSTANDING (BASIC AND DILUTED) |                            |                   | 162,042,828                  |         |                              |            | 121,566,761 |        
|                                                                          |                            |                   |                              |         |                              |            |             |        

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

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MIGRATEC, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
Three Months Ended March 31, 2003

|                                                                 |  |          |             |        |  |            |         |         |  |         |            |       |  |          |         |   |  |   |             |   |  |   |            |  
|---------------------------------------------------------------- |  | -------- | ----------- | ------ |  | ---------- | ------- | ------- |  | ------- | ---------- | ----- |  | -------- | ------- | - |  | - | ----------- | - |  | - | ---------- | -
|                                                                 |  |          |             |        |  |            |         |         |  |         |            |       |  | DEFERRED |         |   |  |   |             |   |  |  
|                                                                 |  | COMMON   |             | COMMON |  | ADDITIONAL |         | STOCK   |  | ACCUMU- |            |       |  |         
|                                                                 |  | STOCK    |             | STOCK  |  | PAID-IN    |         | COMPEN- |  | LATED   |            |       |  |         
|                                                                 |  | (SHARES) |             | AMOUNT |  | CAPITAL    |         | SATION  |  | DEFICIT |            | TOTAL
|                                                                 |  |          |             |        |  |            |         |         |  |         |            |      
|Balance at January 1, 2003                                       |  |          | 161,007,550 |        |  | $          | 161,008 |         |  | $       | 34,056,263 |       |  | $        | (85,313 | ) |  | $ | (33,281,577 | ) |  | $ | 850,381    |  
|Issuance of stock in connection with
private placements for cash |  |          | 1,350,000   |        |  |            | 1,350   |         |  |         | 214,650    |       |  |          |        |   |  |   |            |   |  |   | 216,000    |  
|Issuance of warrants                                             |  |          |            |        |  |            |        |         |  |         | 66,400     |       |  |          |        |   |  |   |            |   |  |   | 66,400     |  
|Deferred stock compensation expense                              |  |          |            |        |  |            |        |         |  |         |           |       |  |          | 85,313  |   |  |   |            |   |  |   | 85,313     |  
|Net loss                                                         |  |          |            |        |  |            |        |         |  |         |           |       |  |          |        |   |  |   | (1,464,855  | ) |  |   | (1,464,855 | )
|                                                                 |  |          |             |        |  |            |         |         |  |         |            |       |  |          |         |   |  |   |             |   |  |   |            |  
|Balance at March 31, 2003                                        |  |          | 162,357,550 |        |  | $          | 162,358 |         |  | $       | 34,337,313 |       |  | $        |        |   |  | $ | (34,746,432 | ) |  | $ | (246,761   | )
|                                                                 |  |          |             |        |  |            |         |         |  |         |            |       |  |          |         |   |  |   |             |   |  |   |            |  

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

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MIGRATEC, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |            |         |         |  
|----------------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------------------- | --------------------------------------- | ---------- | ---------------------------- | ------- | --------- | ---------- | ------- | ------- | -
|                                                                        |                                                                               |                                   |                                         |            | Three Months Ended March 31,
|                                                                        |                                                                               |                                   |                                         |            |                             
|                                                                        |                                                                               |                                   |                                         |            | 2003                         |         | 2002     
|                                                                        |                                                                               |                                   |                                         |            |                              |         |          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Net loss                                                                      |                                   | $                                       | (1,464,855 | )                            |         | $         | (1,571,529 | )      
|                                                                        | Adjustments to reconcile net loss to net cash
(used by) operating activities: |                                   |                                         |            |                              |         |           |            |        
|                                                                        |                                                                               | Depreciation and amortization     |                                         |            | 23,242                       |         |           |            | 22,297  |        
|                                                                        |                                                                               | Deferred stock compensation       |                                         |            | 85,313                       |         |           |            | 170,937 |        
|                                                                        |                                                                               | Change in assets and liabilities: |                                         |            |                              |         |           |            |         |        
|                                                                        |                                                                               |                                   | Decrease in accounts receivable         |            |                              | 24,346  |           |            |         | 15,000  |  
|                                                                        |                                                                               |                                   | Decrease in other current assets        |            |                              | 4,203   |           |            |         | 28,423  |  
|                                                                        |                                                                               |                                   | Decrease in other assets                |            |                              | 34,916  |           |            |         | 265     |  
|                                                                        |                                                                               |                                   | Increase (decrease) in accounts payable |            |                              | 138,261 |           |            |         | (69,425 | )
|                                                                        |                                                                               |                                   | Increase in accrued expenses            |            |                              | 87,768  |           |            |         | 191,792 |  
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Net cash (used by) operating activities                                       |                                   |                                         | (1,066,806 | )                            |         |           | (1,212,240 | )      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Purchases of property and equipment                                           |                                   |                                         | (7,335     | )                            |         |           | (1,213     | )      
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Cash (used in) investing activities                                           |                                   |                                         | (7,335     | )                            |         |           | (1,213     | )      
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Proceeds from issuance of common stock                                        |                                   |                                         | 216,000    |                              |         |           | 3,372,000  |        
|                                                                        | Proceeds from issuance of warrants                                            |                                   |                                         | 66,400     |                              |         |           |           |        
|                                                                        | Payments under obligations of capital leases                                  |                                   |                                         | (727       | )                            |         |           | (2,534     | )      
|                                                                        | Repayment of notes payable                                                    |                                   |                                         | (2,710     | )                            |         |           | (66,787    | )      
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Net cash provided by financing activities                                     |                                   |                                         | 278,963    |                              |         |           | 3,302,679  |        
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|Net increase (decrease) in cash                                         |                                                                               |                                   | (795,178                                | )          |                              |         | 2,089,226 |           
|Cash  beginning                                                        |                                                                               |                                   | 881,035                                 |            |                              |         | 649,302   |           
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|Cash  ending                                                           |                                                                               | $                                 | 85,857                                  |            |                              | $       | 2,738,528 |           
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|SUPPLEMENTAL DISCLOSURES:                                               |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Interest paid                                                                 |                                   | $                                       | 1,028      |                              |         | $         | 4,436      |        
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |                                                                               |                                   |                                         |            |                              |         |           |           
|                                                                        | Purchase of equipment with capital lease                                      |                                   | $                                       |           |                              |         | $         | 10,818     |        
|                                                                        |                                                                               |                                   |                                         |            |                              |         |           |           

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

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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

MigraTEC, Inc., a Delaware corporation (MigraTEC), is a developer and
provider of software solutions and support services relating to the upgrading
or migrating of software applications, enabling them to run on newer, more
efficient operating systems and hardware platforms.

Beginning in 1999, MigraTEC redirected its strategic focus from selling
software products aimed at Y2K solutions to developing technology designed to
enable automated solutions for upgrading software applications from 32-bit to
64-bit versions of an operating system or for migrating software applications
from one operating system to another, such as from Solaris to Windows or Linux.
The majority of MigraTECs efforts prior to 2002 were related to research and
development activities.

MigraTEC licenses its solutions to systems integrators and service providers to
perform outsourced application migrations for their customers. On a limited
basis, MigraTEC deploys its solutions directly to application owners.

MigraTEC is the parent of a majority owned foreign subsidiary, One Up Computer
Services, Ltd. (One Up, Ltd.), incorporated under the laws of the Province of
Ontario, Canada. One Up, Ltd. ceased its operations in 1997. At December 31,
1999, a reserve was provided for all of the assets of One Up, Ltd. in the
amount of $36,808, which MigraTEC does not expect to be realizable.
Liabilities of One Up, Ltd. in the amount of $45,736 will remain until the
obligations are resolved.

The accompanying unaudited consolidated condensed financial statements reflect,
in the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows of MigraTEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to rules and regulations promulgated by the Securities and
Exchange Commission (the Commission). These statements should be read
together with the audited financial statements and notes thereto for the years
ended December 31, 2002 and 2001, included in MigraTECs Form 10-KSB for the
fiscal year ended December 31, 2002 on file with the Commission. The results
of operations for the interim periods shown herein are not necessarily
indicative of the results to be expected for any future interim period or for
the entire year.

PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of
MigraTEC and One Up, Ltd., collectively referred to as the Company.
Intercompany transactions and balances have been eliminated in consolidation.

INDUSTRY SEGMENT

The Company operates in a single industry segment, developing and providing
solutions and services for upgrading or migrating software applications.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation and
amortization. The Company provides for depreciation on a straight-line basis
over the estimated useful life of three to five years for the related assets.
Leasehold improvements are amortized over the life of the improvements or the
lease term if shorter on a straight-line basis.

Major repairs or replacements of property and equipment are capitalized.
Maintenance, repairs and minor replacements are expensed as incurred.

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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CAPITALIZED SOFTWARE

The cost of purchased software is capitalized and amortized on a straight-line
basis over the estimated useful life of three years. Amortization expense in
the first three months of 2003 and 2002 was $68 for both periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Companys financial instruments include accounts receivable and accounts
payable, for which the carrying amounts approximate fair value.

COSTS OF SOFTWARE DEVELOPED FOR SALE

The Company expenses or capitalizes development costs of software to be sold in
accordance with Statement of Financial Accounting Standards No. 86, Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.
These development costs are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized
until the product is available for general release to customers.

INCOME TAXES

The provision for income taxes is based on pretax income as reported for
financial statement purposes. Deferred income taxes are provided in accordance
with the liability method of accounting for income taxes to recognize the tax
effects of temporary differences between financial statement and income tax
accounting. Valuation allowances are established when necessary to reduce tax
assets to the amount more likely than not to be realized.

The Company has incurred net operating losses for federal income tax purposes
and it is uncertain as to whether the Company will generate future taxable
income during the carry-forward period. Accordingly, the Companys net current
and non-current deferred tax assets have been fully reserved at March 31, 2003
and December 31, 2002.

REVENUE RECOGNITION

The Companys revenues consist of services revenues, software license fees and
software maintenance and support revenues.

Revenue related to long-term service contracts is generally recognized upon
completion and acceptance of the service outlined in the milestones stated in
the contract. Costs related to services are expensed as incurred.
Accordingly, margins on long-term service contracts will fluctuate from one
accounting period to another due to fluctuations in the revenue earned based on
acceptance of the services and the costs incurred in a given accounting period.

Other services are usually provided under time and materials contracts and
agreed upon fee arrangements. Revenues from services under time and materials
contracts and for training are recognized as services are performed. Revenues
from agreed upon fee arrangements typically have short-term durations and are
recognized upon completion and acceptance by the customer.

Revenues from software licenses and software maintenance and support services
are recognized in accordance with American Institute of Certified Public
Accountants Statement of Position 97-2 Software Revenue Recognition.

The Company licenses software under software license agreements. License fee
revenues are recognized when an agreement is in force, the product has been
delivered, the license fee is fixed or determinable, no significant production
modification or customization of the software is required and collectibility is
reasonably assured. Total fees under multiple element arrangements are
allocated to individual elements based on vendor-specific objective evidence of
fair value, principally determined on values when sold separately. If
collectibility is not considered probable, revenue is recognized when the fee
is collected.

Software maintenance and support revenues are recognized ratably over the term
of the related agreements, which in most cases is one year.

6



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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH EQUIVALENTS

Cash equivalents include time deposits, certificates of deposits, and all
highly liquid debt instruments with original maturities of three months or less
when purchased.

LOSS PER SHARE

Basic earnings per share is computed only on the weighted average number of
common shares outstanding during the respective periods, and the dilutive
effect of stock options and warrants is excluded. Diluted earnings per share
is computed to show the dilutive effect, if any, of stock options and warrants
using the treasury stock method based on the average market price of the stock
during the respective periods.

The effect of outstanding stock options and warrants that aggregated 35,765,826
and 20,420,238 shares as of March 31, 2003 and 2002, respectively, would be
anti-dilutive due to the Companys losses in 2003 and 2002 and, accordingly,
are not included in the computation of diluted earnings per share for the
respective periods.

POTENTIAL DILUTION

The following demonstrates the potential dilution of our issued and outstanding
common stock as of March 31, 2003.

|                         |                                   |  |             |            |  |   |                           |        | 
|------------------------ | --------------------------------- |  | ----------- | ---------- |  | - | ------------------------- | ------ | 
|                         |                                   |  |             |            |  |   | Weighted average exercise
|                         |                                   |  |             |            |  |   | price per share          
|                         |                                   |  |             |            |  |   |                          
|Common stock outstanding |                                   |  | 162,357,550 |            |  |   |                           |       
|Warrants                 |                                   |  | 8,715,143   |            |  | $ | 0.3440                    |       
|Stock Options:           |                                   |  |             |            |  |   |                           |       
|                         | Non-Affiliates                    |  |             | 50,000     |  |   | $                         | 0.3800 | 
|                         | Directors, Officers and Employees |  |             | 27,000,683 |  |   | $                         | 0.3143 | 
|                         |                                   |  |             |            |  |   |                           |       
|                         |                                   |  | 198,123,376 |            |  |   |                           |       
|                         |                                   |  |             |            |  |   |                           |       

All of the warrants and stock options granted to non-affiliates are vested and
exercisable as of March 31, 2003. Further dilution may result from the
exercise of stock options pursuant to additional stock option grants under the
Companys stock option plan. As of March 31, 2003, options to purchase
7,423,131 shares of common stock remain issuable thereunder.

USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses. Actual results could vary from estimates used.

STOCK-BASED COMPENSATION

The Company has elected to account for stock-based compensation to employees
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. Accordingly, compensation for stock options is measured as
the excess, if any, of the fair market value of the Companys stock at the date
of the grant over the amount an employee must pay to acquire the stock. Such
excess is deferred and amortized as compensation expense over the respective
vesting periods, which are principally 36 months.

7



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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

The following table summarizes relevant information as to the reported results
under our intrinsic value method of accounting for stock awards to
employees, with
supplemental information as if the fair value recognition provision of Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS
No. 123)  had been applied for the three months ended March 31, 2003 and 2002.

|                                                                                               |             |   |             |       |      |   |             |       |  
|---------------------------------------------------------------------------------------------- | ----------- | - | ----------- | ----- | ---- | - | ----------- | ----- | -
|                                                                                               |             |   | 2003        |       | 2002
|                                                                                               |             |   |             |       |     
|Net income (loss), as reported                                                                 |             | $ | (1,464,855  | )     |      | $ | (1,571,529  | )    
|Add: Stock option expense determined under the
intrinsic value method                          |             |   | 85,313      |       |      |   | 170,937     |      
|                                                                                               |             |   |             |       |      |   |             |       |  
|Deduct: Total stock-based compensation
determined under fair value-based method
for all awards |             |   | (528,551    | )     |      |   | (592,972    | )    
|                                                                                               |             |   |             |       |      |   |             |       |  
|Pro forma net income (loss)                                                                    |             | $ | (1,908,093  | )     |      | $ | (1,993,564  | )    
|                                                                                               |             |   |             |       |      |   |             |      
|Net income (loss) per share (basic and diluted):                                               |             |   |             |       |      |   |             |      
|                                                                                               | As reported |   | $           | (0.01 | )    |   | $           | (0.01 | )
|                                                                                               |             |   |             |       |      |   |             |      
|                                                                                               | Pro forma   |   | $           | (0.01 | )    |   | $           | (0.02 | )
|                                                                                               |             |   |             |       |      |   |             |      
|Weighted average shares used in computation
(basic and diluted):                               |             |   | 162,042,828 |       |      |   | 121,566,761 |      
|                                                                                               |             |   |             |       |      |   |             |      

The Company accounts for stock-based awards issued to non-employees in
accordance with the fair value method of SFAS No. 123 and Emerging Issues Task Force Issue No. 96-18. Accordingly, the
Company measures the cost of such awards based on the fair value of the options
using the Black-Scholes method option-pricing model.

NEW ACCOUNTING STANDARDS

In July 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
No. 146). SFAS No. 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities, such as restructurings,
involuntarily terminating employees and consolidating facilities. SFAS No. 146
excludes from its scope exit and disposal activities conducted in connection
with a business combination and those activities to which SFAS Nos. 143 and 144
are applicable. SFAS No. 146 is effective for exit and disposal activities
that are initiated after December 31, 2002. The adoption of SFAS No. 146 has
not had a material effect on the Companys financial position or results of
operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure (SFAS No. 148). SFAS No. 148 amends
SFAS No. 123, to provide alternative methods of transition to SFAS No. 123s
fair value method of accounting for stock-based employee compensation.

SFAS No. 148 also amends the disclosure provisions of SFAS No. 123 and APB
Opinion No. 28, Interim Financial Reporting, to require disclosure in the
summary of significant accounting policies of the effects of an entitys accounting

8



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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
While SFAS No. 148 does not amend SFAS No. 123 to require companies to account
for employee stock options using the fair value method, the disclosure
provisions of SFAS No. 148 are applicable to all companies with stock-based
employee compensation, regardless of whether they account for that compensation
using the fair value method of SFAS No. 123 or the intrinsic value method of
APB Option No. 25, Accounting for Stock Issued to Employees (APB 25).
Under APB 25, if the exercise price of an employees stock option equals or
exceeds the market price of the underlying stock on the date of grant, no
compensation expense is recognized. As allowed by SFAS No. 123, the Company
has elected to continue to utilize the accounting method prescribed by APB 25
and has adopted the disclosure requirements of SFAS No. 123 and SFAS No. 148.

RECLASSIFICATIONS

Certain reclassifications have been
made to prior year amounts to conform to the current year
presentation.

NOTE 2. LIQUIDITY

The Company incurred a loss of $5,587,243 and used cash in operations of
$5,043,494 for the year ended December 31, 2002. The Company incurred a loss
of $1,464,855 and used cash in operations of $1,066,806 for the first three
months of 2003. At March 31, 2003, the Company had a net stockholders deficit
of $246,761. The Companys continued existence and plans for future growth are
dependent upon its ability to obtain the capital necessary to operate, through
the generation of revenue and the issuance of additional debt or equity.

During the first three months of
2003, the Company raised net proceeds of $216,000
in private equity transactions and proceeds of $66,400 (net of issuance
expenses) from the issuance of warrants for the purchase of common stock.
Since March 31, 2003, the Company obtained a loan in the principal amount of
$125,000, secured by all assets of the Company, and received an
advance of $125,000 from a director of the Company. The
proceeds the Company received from these transactions are not sufficient to
support its current operations. As of
May 9, 2003, the Company had cash of $1,895 and $20,700 in outstanding accounts
receivables. As of such time, the Company also had approximately
$642,000 in cash obligations, which includes accounts payable, the
loan and advance described above and other contractual cash
obligations of the Company. The Company will need to raise additional
capital immediately to fund continued operations. In the event the Company is
unable to obtain additional capital from profitable operations and capital
sources immediately, it will be forced to significantly reduce or discontinue
current operations.

The financial statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or classification of
liabilities, which may result from the inability of the Company to continue as
a going concern.

NOTE 3. NOTES PAYABLE

Notes payable of $6,929 and $9,639 at March 31, 2003 and December 31, 2002,
respectively, consists of a note payable to a former employee in the original
amount of $68,250, dated March 3, 1998, bearing interest at 14%, payable in
monthly installments of $1,000, due December 10, 2003.

In the first quarter of 2000, the Company closed a private financing of the
Company by MT Partners, L.P., an affiliate of Cardinal Investment Company,
Inc., and Mercury Fund No. 1, Ltd., an affiliate of Mercury Ventures, Ltd.
(collectively, the Investors). The Investors have the right to designate
three directors to serve on the Companys Board of Directors. Drew R. Johnson,
William B. Patton, Jr. and John W. White currently serve as the Investors
designees.

The Investors entered into a Note and Warrant Purchase Agreement with the
Company (the Agreement) pursuant to which the Investors provided $3,750,000
of private financing to the Company, evidenced by convertible secured
promissory notes of the Company. The notes, which were convertible into an
aggregate of 30,000,000 shares of common stock, did not accrue interest.
Pursuant to the Agreement, the Company issued to the Investors warrants to
purchase an aggregate of 6,000,000 shares of common stock at an exercise price
of $0.20 per share. The warrants have been exercised in full and the notes
have been fully converted.

In connection with this private financing, the Investors, the Company and
certain stockholders executed a Shareholders Agreement, which requires
approval of at least 70% of the Companys Board of Directors for any of the
following corporate actions:



| | 1. |  | permitting authorization of additional series or classes of
shares of any capital stock resulting in dilution greater than 10%
when compared to the fully diluted common stock equivalent position
of the Company as of January 25, 2000;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | disposing of all or substantially all of the properties or
assets of the Company;                                                                                                                                                        
|
| | 3. |  | merging where such transaction involves greater than 20% of the
Companys market capitalization;                                                                                                                                         
|
| | 4. |  | voluntarily dissolving, liquidating or partially liquidating
the Company;                                                                                                                                                                
|
| | 5. |  | incurring additional debt in excess of $250,000;                                                                                                                                                                                         
|
| | 6. |  | incurring any single capital expenditure in excess of $150,000;                                                                                                                                                                          

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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 3. NOTES PAYABLE (continued)



| | 7.  |  | declaring or paying any dividend with respect to any capital
stock of the Company;                                                       
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|
| | 8.  |  | purchasing any capital stock of the Company;                                                                                             
|
| | 9.  |  | amending the employment contracts or making material changes to
the compensation or severance amounts of certain officers of the
Company;
|
| | 10. |  | amending, altering or repealing the Companys Certificate of
Incorporation or Bylaws; or                                                 
|
| | 11. |  | entering into contracts with any affiliate of the Company.                                                                               

Additionally, the Shareholders Agreement restricts transfers of the Companys
common stock and provides the Investors with a right of first refusal for
private transfers of shares of the Companys common stock. The Shareholders
Agreement will terminate upon the consummation of any merger, consolidation,
recapitalization or reorganization if any stock or securities received in such
transaction are registered under the Securities Exchange Act of 1934, as
amended, by the agreement of all parties or at such time as MT Partners and
Mercury dispose of common stock comprising more than 60% of their aggregate
ownership as of May 1, 2000.

NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS

CAPITAL STRUCTURE

As of March 31, 2003, the Company was authorized to issue 250,000,000 shares of
common stock, $0.001 par value per share. At March 31, 2003 and December 31,
2002, 162,357,550 and 161,007,550 shares were issued and outstanding,
respectively. The Company is also authorized to issue up to 50,000,000 shares
of preferred stock in one or more series with such limitations and restrictions
as may be determined in its sole discretion, none of which are issued and
outstanding.

ISSUANCES OF COMMON STOCK

Private Placements

During the first three months of 2003, the Company raised net proceeds of
$216,000 from private placements of 1,350,000 shares of unregistered common
stock at a weighted average price per share of $0.16. Warrants to purchase up
to 270,000 shares of common stock at $0.25 per share were issued in connection
with these private placements. These warrants expire in January 2004.

Private Equity Line

On March 27, 2001, the Company and Ironhead Investments Inc. (Ironhead)
entered into a Common Stock Purchase Agreement (the Stock Purchase Agreement)
establishing a private equity line of credit. Ironhead committed to purchase
from the Company shares of common stock at a maximum purchase price of up to
$20,000,000 over a twenty-month period beginning with the date (June 28, 2001)
on which these shares were registered with the Securities and Exchange
Commission. In accordance with the terms of the Stock Purchase Agreement, this
arrangement expired in February 2003. During the period from January 1, 2003
through the expiration date of the private equity line, the Company did not
issue any shares of common stock under the Stock Purchase Agreement.

In connection with the equity line of credit, Ironhead and GKN Securities
(GKN) were issued five-year warrants to purchase an aggregate of 650,000
shares of the Companys common stock at an exercise price of $0.42 per share.
None of these warrants had been exercised as of March 31, 2003. The Company
engaged GKN as a sales agent to facilitate this transaction. GKN received a 5%
placement fee for each draw under the equity line of credit.

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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS (continued)

STOCK OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

During the first three months of 2003, certain non-employee directors and
employees were granted options to purchase common stock of the Company pursuant
to the MigraTEC, Inc. Long-Term Incentive Plan (the Plan). The terms of such
grants are summarized below:

|                         |                 |        |            |         |          |       |              |      |  |  |   |         | 
|------------------------ | --------------- | ------ | ---------- | ------- | -------- | ----- | ------------ | ---- |  |  | - | ------- | 
|                         |                 |        |            |         |          |       | Option Price
|                         |                 |        |            |         |          |       |             
|                         |                 |        | Number of  |         |          |       |              |      |  |  |  
|                         |                 |        | Underlying |         | Weighted |       |              |      | 
|Range of Exercise Prices |                 | Shares |            | Average |          | Total
|                         |                 |        |            |         |          |      
|Granted at market value  |                 |        |            |         |          |       |              |      |  |  |   |        
|                         | Directors $0.20 |        |            | 500,000 |          |       | $            | 0.20 |  |  | $ | 100,000 | 
|                         | Employees $0.18 |        |            | 565,000 |          |       | $            | 0.18 |  |  | $ | 101,700 | 

During the first three months of 2003, options to purchase 48,330 shares
expired.

Effective as of January 27, 2003, the Board of Directors approved an increase
in the number of shares of common stock authorized and reserved for issuance
under the Plan from 21,900,000 shares to 30,000,000 shares. As of March 31,
2003, options to purchase 7,423,131 shares of common stock remain issuable
under the Plan.

In 2000, the Company recorded deferred stock compensation of $2,975,000 for the
difference between the exercise price and the market value of the Companys
common stock underlying an aggregate of 3,800,000 options to purchase common
stock granted in 2000. This amount is being amortized over the vesting period
of the individual options, which vesting periods vary from immediate to three
years. Stock compensation expense charged to operations was $85,313 and
$170,937 for the first three months of 2003 and 2002, respectively.

STOCK WARRANTS ISSUED

On March 18, 2003, the Company issued non-transferable warrants to unaffiliated
investors for the purchase of an aggregate of 7,000,000 shares of common stock
at $0.35 per share for consideration of $66,400 (net of issuance expenses).
These warrants expire December 31, 2003 but may be extended to December 31,
2004 at the election of the holders upon payment of fees which aggregate an
additional $156,800.

NOTE 5. RELATED PARTY TRANSACTIONS

In connection with Mercury Fund No. 1, Ltd.s and MT Partners, L.P.s, three
stage, $3,750,000 investment in the Company, completed May 1, 2000, Mercury and
MT Partners have the right to designate three directors to serve on the
Companys Board of Directors. Drew R. Johnson, William B. Patton, Jr. and John
W. White currently serve as the designees of Mercury and MT Partners.
The notes related to the investment were convertible into an aggregate
of
30,000,000 shares of common stock, at the election of Mercury and MT Partners,
on the basis of one share of common stock for each $0.125 in principal amount
of the notes outstanding at the time of conversion. The notes did not accrue
interest. In connection with the notes, Mercury and MT Partners were issued
warrants to purchase an aggregate of 6,000,000 shares of common stock at an
exercise price of $0.20 per share. The warrants have been exercised in full
and the notes have been fully converted.

In March and May 2002, the Company issued three-year warrants to purchase an
aggregate of 300,000 shares of common stock at $0.25 per share to Richard A.
Gray, Jr., a director of the Company, for services rendered to the Company.
The Company also issued 400,000 shares of common stock at a price of $0.25 per
share to each of Mr. Gray and Mr. Grays spouse pursuant to private placements
of common stock. In April 2002, we issued an additional 31,000 shares of
common stock at a price of $0.20 per share to Mr. Grays spouse upon the
exercise of a warrant to purchase common stock.

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MIGRATEC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

NOTE 6. COMMITMENTS AND CONTINGENCIES

On April 12, 2000, the Company executed a non-cancelable operating lease for
its office facility for a term of 39 months beginning May 1, 2000. This lease
was modified on November 16, 2000 to increase leased space and extend the term
of the lease through February 2004. The modified lease provides for a monthly
base rent of $18,720. At the end of the lease term, the Company has the right
to renew the lease for an additional 60 months at the then prevailing rental
rates. The following is a summary of future base rents as of March 31, 2003.

|                      |  |        |          | 
|--------------------- |  | ------ | -------- | 
|Year ending March 31, |  | Amount
|                      |  |       
|2004                  |  |        | $205,920 | 

During 2002, the Company executed non-cancelable capital leases for various
office equipment for a term of 60 months. The following is a summary of future
minimum lease payments, together with the present value of the net minimum
lease payments, as of March 31, 2003.

|                                            |  |        |        |  
|------------------------------------------- |  | ------ | ------ | -
|Year ending March 31,                       |  | Amount
|                                            |  |       
|2004                                        |  | $      | 5,856  |  
|2005                                        |  |        | 5,856  |  
|2006                                        |  |        | 5,856  |  
|2007                                        |  |        | 5,561  |  
|2008                                        |  |        | 1,352  |  
|                                            |  |        |        |  
|Total minimum lease payments                |  |        | 24,481 |  
|Less: Amount representing interest          |  |        | (6,939 | )
|                                            |  |        |        |  
|Present value of net minimum lease payments |  | $      | 17,542 |  
|                                            |  |        |        |  

From time to time the Company is party to what it believes is routine
litigation and proceedings that may be considered as part of the ordinary
course of its business. Currently, the Company is not aware of any current or
pending litigation or proceedings that would have a material adverse effect on
the Companys business, results of operations or financial condition.

NOTE 7. SUBSEQUENT EVENTS

In April 2003, the Company obtained a loan in the amount of $125,000
secured by the assets of the Company. This loan is payable interest only
through June 1, 2003 and thereafter in six equal monthly payments of principal
and interest with a final maturity of December 1, 2003.

On April 28, 2003, a director of
the Company advanced $125,000 to the Company. This advance is payable
on demand and bears no interest.

12



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


The following is a discussion and analysis of our consolidated financial
condition and results of operations for the three months ended March 31, 2003
and 2002. It should be read in conjunction with our interim consolidated
financial statements and notes thereto included elsewhere in this report and
our Annual Report on Form 10-KSB for the year ended December 31, 2002.

A Note About Forward-Looking Statements

All statements, other than statements of historical fact, included in or
incorporated by reference into this report, are forward-looking statements.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as may, will, expect, intend,
estimate, anticipate, plan, such, or believe. The forward-looking
statements included in this report are based on current expectations that
involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive, and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which
are beyond our control.

Based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected.
Although management believes that the expectations reflected in such
forward-looking statements are accurate, no assurance can be given that such
expectations will occur. In light of the significant uncertainties inherent in
the forward-looking statements included in this report, the inclusion of such
information should not be regarded as representation by us, management or any
other person that our objectives will be achieved.

Key factors that could cause actual results to differ materially from our
expectations, estimates of costs, projected results or anticipated results
include, but are not limited to, the following risks:



| |  |  | we may not be able to generate sufficient cash flows or to obtain
capital on favorable terms, if at all, to fund operations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------
|
| |  |  | we may not be able to effectively penetrate our target markets for migration products and services;                         
|
| |  |  | we may not be able to successfully develop and/or protect our technology;                                                   
|
| |  |  | we may not be able to effectively control increases in expenses associated with sales growth and other costs;               
|
| |  |  | management may not be able to successfully implement our business plan and sales strategy;                                  
|
| |  |  | we may not be able to attract and retain a skilled and cohesive management group; and                                       
|
| |  |  | unfavorable changes in economic and industry conditions and regulatory requirements may develop.                            

Critical Accounting Policies And Estimates

General

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates and judgments, including those
related to revenue recognition, bad debts, capitalization of costs to develop
software for sale, and income taxes. We base our estimates on historical
experience and on various other assumptions that management believes to be
reasonable under the circumstances, 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. Actual results may differ from these
estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

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Revenue Recognition

Our revenues for the three months ended March 31, 2003 and 2002 consisted
of services revenues and software license fees.

Revenue related to long-term service contracts is generally recognized
upon completion and acceptance of the service outlined in the milestones stated
in the contract. Costs related to services are expensed as incurred.
Accordingly, margins on long-term service contracts will fluctuate from one
accounting period to another due to fluctuations in the revenue earned based on
acceptance of the services and the costs incurred in a given accounting period.

Other services are usually provided under time and materials contracts and
agreed upon fixed or variable fee arrangements. Revenues from services under
time and materials contracts and for training are recognized as services are
performed. Revenues from agreed upon fee arrangements typically have
short-term durations and are recognized upon completion and acceptance by the
customer.

Revenues from software licenses and software maintenance and support
services, when generated, are recognized in accordance with American Institute
of Certified Public Accountants Statement of Position 97-2 Software Revenue
Recognition.

We license software under software license agreements. License fee
revenues are recognized when an agreement is in force, the product has been
delivered, the license fee is fixed or determinable, no significant production
modification or customization of the software is required and collectibility is
reasonably assured. Total fees under multiple element arrangements are
allocated to individual elements based on vendor-specific objective evidence of
fair value, principally determined on values when sold separately. If
collectibility is not considered probable, revenue is recognized when the fee
is collected.

Software maintenance and support revenues, when generated, are recognized
ratably over the term of the related agreements, which in most cases is one
year.

Bad Debt

We maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. If
the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

Costs of Software Developed for Sale

We expense or capitalize development costs of software to be sold in
accordance with Statement of Financial Accounting Standards No. 86, Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.
These development costs are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized
until the product is available for general release to customers. During 2002
and the first three months of 2003, costs related to development were included
in research and development costs. No costs were capitalized in 2002 or the
first three months of 2003. Other research and development expenditures relate
to our on going efforts to extend our product lines and evaluate future
products, such as computer language conversion software which would convert
code written in one computer language to another (e.g., from C and C++ to
Java or managed C#).

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. At March 31, 2003, a full
valuation allowance has been recorded. While we have considered future taxable
income and ongoing prudent and feasible tax planning strategies in assessing
the need for the valuation allowance, if we determine that we would be able to
realize our deferred tax assets in the future in excess of our net recorded
amount, an adjustment to the deferred tax asset would increase income in the
period such determination was made.

Current
Update

Our continued existence and plans for future growth are dependent
upon our ability to obtain the capital necessary to operate, through the generation of revenue and the issuance of additional debt or equity.
Since March 31, 2003, we obtained a loan in the principal amount of
$125,000, secured by all of our assets and received an advance of $125,000 from
a director. The proceeds we received from these transactions are not sufficient to support our current operations. As of May 9, 2003, we had
cash of $1,895 and $20,700 in outstanding accounts receivables. As of such time, we also had approximately $642,000 in cash obligations,
which includes accounts payable, the loan and advance described above and other contractual cash obligations. We will need to raise additional capital immediately to fund continued operations.
In the event we are unable to obtain additional capital from profitable operations and capital sources immediately, we will be forced to significantly reduce or discontinue current operations.

Results of Operations

Management believes that the net loss for the three months ended March 31,
2003, was due to continued slow sales growth for our products and services and
the inability of our revenue to cover our operating costs. Low demand for
software migration technology and services is in managements opinion, a
reflection of the continued dramatic slowdown in all aspects of information
technology (IT) spending that is currently impacting numerous segments of the
US

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economy. Management believes companies taking short-term cash
preservation actions as well as the continued slow adoption of industry
standard 64-bit computing are contributing factors. In our opinion, in the
medium and long-term, the demand for software migration technology and services
will grow significantly as such technology and services become more critical to
the reductions in IT infrastructure costs sought by corporate leaders. In the
short term, however, the demand for our technology and services is not
developing as rapidly as we had anticipated and, accordingly, our revenues
continue to be inadequate to cover our operating costs.

Our slow sales growth not withstanding, we made progress on a number of
key dimensions during the first quarter. First, we won a significant OS2 to
Windows migration project for a defense contractor. Second, we were successful
in our attempts to get our products and services listed on the General Services
Administration Schedule, which will facilitate procurement of our products and
services by Federal government agencies. Third, we engaged National Strategies
Inc. and RedChip Partners to help us penetrate the state and local
government market and obtain increased capital market exposure, respectively.

Our frequent marketplace interactions with customers during the quarter
continued to affirm our previously stated belief that fundamental market trends
support our overall business strategy. We continue to hear that:



| |  |  | Reducing total cost of ownership
(TCO) is imperative for the corporate IT world.                                 
| | - |  | -------------------------------------------------------------------------------------------------------------------
|
| |  |  | Standardizing on industry standard technology is an important element in realizing those savings.                  
|
| |  |  | Standardization cannot take place unless large amounts of custom
software applications can be migrated efficiently.
|
| |  |  | The process for migrating these applications must be manageable,
predictable and cost effective.                   

Earlier this year we indicated that we expected to generate in excess of
$5 million in revenue during fiscal 2003. This projection was based on a
number of factors, including the anticipated award of several significant
service projects/proposals that we were working on or had already submitted to
prospective customers. Some of these were for commercial organizations while
others were for a large government agency. In late February we announced the
award of the first of those projects. In the last few weeks we have become
aware of funding developments that will likely delay the award of a number of
the remaining major projects such that the bulk of the revenue from those
contracts, if they are ultimately awarded to us, would be recognized after
2003, and, in the worst case, could result in those projects not materializing
at all. While we continue to have small wins and identify additional
potentially sizeable projects, the reality of the delay of the projects and the
possibility of their outright cancellation clearly will, in managements
opinion, make it virtually impossible for us to meet our revenue goals for
2003.

Furthermore, the delay in revenue generation has made our need to raise
additional capital even more acute. If we are unsuccessful in our attempts to
obtain additional funding immediately, we may have to cease or significantly
curtail our operations or pursue strategic alternatives, including a sale of
the company.

Three Months Ended March 31, 2003 Compared To Three Months Ended March 31, 2002

Revenues

During the quarter ended March 31, 2003, our revenues consisted of
services and software license revenues. Revenues in the first quarter of 2003
increased to $176,382, as compared to $0 for the first quarter of 2002.
Revenues in the first quarter of 2003 consisted of $161,348 and $15,034 from
services and software licenses, respectively. Services revenue in the first
quarter of 2003 were primarily from one significant contract. Software
license revenues resulted from the sale of a license to a single customer.

Costs And Expenses

Our total costs and expenses increased 5% to $1,641,343 during the first
quarter of 2003, as compared to $1,570,000 for the first quarter of 2002.

The majority of our costs and expenses are related to personnel costs.
Our operating expenses were higher in the first quarter of 2003 as compared to
the first quarter of 2002 because we employed four contractors to assist in the
delivery of services in the first quarter of 2003 as compared to the first
quarter of 2002, during which we employed a contractor for sales and marketing
activities.

Costs of revenues during the first quarter of 2003 were $134,461, as
compared to $0 for the first quarter of 2002. During the first quarter of
2003, a significant service engagement was in process, whereas we did not have
any service engagements during the first quarter of 2002, and, as mentioned
above, we employed four contractors to assist in the delivery of services in
the first quarter of 2003.

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Selling
and marketing expenses increased 26% to $497,698 during the first
quarter of 2003, as compared to $395,841 for the first quarter of
2002. This increase was due primarily to the expansion of our sales force as well as an
increased investment in trade show activities to generate additional
demand and solidify partnerships.

Research
and development expenses decreased 19% to $332,864 during the
first quarter of 2003, as compared to $409,196 for the first quarter of 2002.
This decrease was due primarily to our increased use of our research
and development resources to more actively support sales and
marketing activities.

General
and administrative expenses decreased 12% to $676,320 during the
first quarter of 2003, as compared to $764,963 for the first quarter of 2002.
This decrease was due primarily to a decrease in
the amortization described in the following paragraph.

In 2000, we issued options to purchase shares of common stock to
directors, officers and employees, some of which have exercise prices less than
the fair market value at the date of grant. The aggregate excess of the fair
market value as compared to the exercise price at the date of grant was
deferred and is being amortized as compensation expense over the respective
vesting periods. The amount amortized as compensation expense in the first
quarter of 2003 and 2002 was $85,313 and $170,937, respectively. Amortization
expense decreased because deferred stock compensation became fully amortized
during the first three months of 2003. This compensation expense was allocated
$160,937 and $10,000 to general and administrative costs and research and
development costs, respectively, in the first quarter of 2002 and $78,646 and
$6,667 to general and administration costs and research and development costs,
respectively, in the first quarter of 2003.

Interest Expense

Our interest expense decreased to $1,011 during the first quarter of 2003,
as compared to $4,034 for the first quarter of 2002. In the first quarter of
2002, we had certain debt obligations with average balances of approximately
$95,000 with interest rates ranging from 13% to 15%, whereas in 2003, we had
debt obligations (including capital leases) with average balances of
approximately $26,189 with interest rates ranging from 13% to 19.75%.

Other Income

Other income in the first quarter of 2003 decreased to $1,117, as compared
to $2,505 in the first quarter of 2002 as a result of smaller balances of cash
available to invest in interest bearing accounts.

Provision For Income Taxes

As a result of operating losses for 2003 and 2002, we did not incur a
federal income tax obligation for the quarters ended March 31, 2003 and 2002.
No tax benefit was recorded during the first quarters of 2003 and 2002 due to
the uncertainty that sufficient taxable income will be generated during the
carry forward period to realize the benefit of the net deferred tax asset. The
carry forward period will expire in 2019.

Net Loss

For the quarter ended March 31, 2003, we incurred a net loss of $1,464,855, or $0.01 per share, as compared to a net loss of $1,571,529, or
$0.01 per share, for the quarter ended March 31, 2002.

Capital Raised

During the first three months of 2003, we issued 1,350,000 shares of
unregistered common stock in connection with completed private placements
yielding net proceeds of $216,000 with a weighted average price per share of
$0.16. We also issued non-transferable warrants to purchase an aggregate of
7,000,000 shares of common stock at $0.35 per share for consideration of
$66,400 (net of issuance expenses). These warrants expire December 31, 2003
but may be extended to December 31, 2004 at the election of the holders upon
payment of fees which aggregate an additional $156,800.

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Potential Dilution

The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of March 31, 2003.

|                         |                                   |  |             |            |  |   |                           |        | 
|------------------------ | --------------------------------- |  | ----------- | ---------- |  | - | ------------------------- | ------ | 
|                         |                                   |  |             |            |  |   | Weighted average exercise
|                         |                                   |  |             |            |  |   | price per share          
|                         |                                   |  |             |            |  |   |                          
|Common stock outstanding |                                   |  | 162,357,550 |            |  |   |                           |       
|Warrants                 |                                   |  | 8,715,143   |            |  | $ | 0.3440                    |       
|Stock Options:           |                                   |  |             |            |  |   |                           |       
|                         | Non-Affiliates                    |  |             | 50,000     |  |   | $                         | 0.3800 | 
|                         | Directors, Officers and Employees |  |             | 27,000,683 |  |   | $                         | 0.3143 | 
|                         |                                   |  |             |            |  |   |                           |       
|                         |                                   |  | 198,123,376 |            |  |   |                           |       
|                         |                                   |  |             |            |  |   |                           |       

Further dilution may result from the exercise of stock options pursuant to
additional stock option grants under the MigraTEC, Inc. Long-Term Incentive
Plan. As of March 31, 2003, options to purchase 7,423,131 shares of common
stock remain issuable under the plan.

Liquidity and Capital Resources

For the first three months of 2003, the net cash used in operating
activities of $1,066,806 resulted from our net loss of $1,464,855, which
included non-cash charges for depreciation and amortization of $23,242 and
charges for deferred stock compensation of $85,313. For the first three months
of 2002, the net cash used in operating activities of $1,212,240 resulted from
our net loss of $1,571,529, which included non-cash charges for depreciation
and amortization of $22,297 and charges for deferred stock compensation of
$170,937.

As of March 31, 2003, we had cash of $85,587 and $68,154 in outstanding
accounts receivable, compared to cash of $881,035 and $92,500 in outstanding
accounts receivable at December 31, 2002. Our cash decreased significantly as
a result of our net loss of $1,464,855 for the three months ended March 31,
2003. The net cash used as a result of our net loss was not significantly
offset by equity or debt transactions.

As of March 31, 2003, our contractual cash obligations and the periods in
which payments under such cash obligations are due are as follows:

|                                   |  |                        |         |        |  |           |         |       |  |   |        |         |  |   |       | 
|---------------------------------- |  | ---------------------- | ------- | ------ |  | --------- | ------- | ----- |  | - | ------ | ------- |  | - | ----- | 
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |         |        |  | Less than |         |       |  |   |        | After 3
|Contractual Obligations            |  | Total                  |         | 1 year |  | 1-3 years |         | years
|                                   |  |                        |         |        |  |           |         |      
|Long -Term Debt                    |  | $                      | 6,929   |        |  | $         | 6,929   |       |  | $ |       |         |  | $ |      | 
|Capital Lease Obligations          |  |                        | 17,542  |        |  |           | 3,210   |       |  |   | 13,066 |         |  |   | 1,266 | 
|Operating Leases                   |  |                        | 205,920 |        |  |           | 205,920 |       |  |   |       |         |  |   |      | 
|                                   |  |                        |         |        |  |           |         |       |  |   |        |         |  |   |       | 
|Total Contractual Cash Obligations |  | $                      | 230,391 |        |  | $         | 216,059 |       |  | $ | 13,066 |         |  | $ | 1,266 | 
|                                   |  |                        |         |        |  |           |         |       |  |   |        |         |  |   |       | 

During the three months ended March 31, 2003, we had net cash provided by
financing activities of $278,963 consisting of $216,000 in connection with the
issuance of common stock and $66,400, net of issuance expenses, in connection
with the issuance of warrants to purchase common stock. The cash proceeds were
offset by $3,437 expended for the repayment of principal of a note payable and
obligations under capital leases. During the three months ended March 31,
2002, we had net cash provided by financing activities of $3,302,679,
consisting of $3,372,000 in connection with the issuance of common stock. The
cash proceeds were offset by $69,321 expended for the repayment of principal of
notes payable and an obligation under a capital lease. Cash provided by
financing activities decreased significantly

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during the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002 because we
were unable to obtain comparable amounts of debt or equity financing in 2003 as
compared to 2002.

On March 27, 2001, we entered into a Common Stock Purchase Agreement with
Ironhead Investments Inc. establishing a private equity line of credit.
Pursuant to the agreement, Ironhead committed to purchase from us shares of
common stock at a maximum purchase price of up to $20,000,000 over a
twenty-month period beginning with the date
(June 28, 2001) on which these shares were registered with the Securities
and Exchange Commission. The number of shares actually issuable by us and the
price per share to be paid by Ironhead were dependent upon a defined trading
volume of our common stock and a defined average trading price (net of a 6%
discount). In accordance with the terms of the stock purchase agreement, this
arrangement expired in February 2003. During the period from January 1, 2003
through the expiration date of the private equity line, we did not issue any
shares of common stock under the stock purchase agreement.

We engaged GKN as an agent to facilitate the foregoing transaction and
paid GKN a 5% placement fee for each draw under the equity line. In connection
with the private equity line of credit, Ironhead and GKN Securities were issued
five-year warrants to purchase an aggregate of 650,000 shares of our common
stock at an exercise price of $0.42 per share.

We had substantial operating losses during the first three months of 2003
and the prior three years. For the years ended December 31, 2002, 2001 and
2000, we incurred net losses of $5,587,243, $5,863,017 and $10,193,130,
respectively. At March 31, 2003, we had an accumulated deficit of $246,761.

We will need to raise additional capital immediately to fund normal
operating costs and expanded sales and marketing efforts. Results of
operations in the future will be influenced by numerous factors including, but
not limited to:



| |  |  | the availability of substantial additional capital;                                                               
| | - |  | ------------------------------------------------------------------------------------------------------------------
|
| |  |  | internal technological developments and those of our technology and marketing associates;                         
|
| |  |  | the continued and accelerated movement of the IT industry to low TCO platforms;                                   
|
| |  |  | the successful introduction and acceptance of Intels 64-bit
chips, Itanium and Itanium 2, and AMDs Opteron chip;
|
| |  |  | rapid and wide-spread adoption of automated migration technology;                                                 
|
| |  |  | further development and protection of our proprietary software products and services;                             
|
| |  |  | expansion of our marketing program and market acceptance of our products and services;                            
|
| |  |  | capacity to further identify us as a provider of migration products;                                              
|
| |  |  | our ability to control increases in expenses associated with sales growth and other costs; and                    
|
| |  |  | our ability to attract and maintain a skilled and cohesive management group.                                      

We incurred a loss of $5,587,243 and used cash in operations of $5,043,494
for the year ended December 31, 2002. We incurred a loss of $1,464,855 and
used cash in operations of $1,066,806 for the first three months of 2003. At
March 31, 2003, we had a net stockholders deficit of $246,761. Our continued
existence and plans for future growth are dependent upon our ability to obtain
the capital necessary to operate, through the generation of revenue and the
issuance of additional debt or equity.

During the first three months of
2003, we raised net proceeds of $216,000 in private
equity transactions and proceeds of $66,400 (net of issuance expenses) from the
issuance of warrants for the purchase of common stock. Since
March 31, 2003, we obtained a loan in the principal amount of
$125,000, secured by all our assets, and received an advance of
$125,000 from one of our directors. The proceeds we
received from these transactions are not sufficient to support our current
operations. As of May 9, 2003, we had cash of
$1,895 and $20,700 in outstanding accounts receivables. As of such time, we
also had approximately $642,000 in cash obligations, which includes
accounts payable, the loan and advance described above and other
contractual cash obligations. We will need to raise additional capital immediately to fund
continued operations. In the event we are unable to obtain additional capital
from profitable operations and capital sources immediately, we will be forced
to significantly reduce or discontinue current operations.




ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within the 90-day period prior to the date of filing of this report, we
carried out an evaluation, under the supervision and with the participation of
management, including our Chief Executive and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-14(c) and 15d-

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14(c) of the Exchange Act.
Based upon that evaluation, our Chief Executive and Chief Financial Officer
concluded that our disclosure controls and procedures were effective in timely
providing him with material information relating to us (including our
consolidated subsidiary) required to be included in our Exchange Act filings.

Changes in Internal Controls

There have been no significant changes in our internal controls or in
other factors which could significantly affect internal controls subsequent to
the date we carried out our evaluation.




PART II  OTHER INFORMATION




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2003, we sold our unregistered
securities in the transactions described below.

Between January 6 and January 31, 2003, we issued an aggregate of
1,350,000 shares of common stock at a price of $0.16 per share and warrants to
purchase an aggregate of 270,000 shares of common stock at a price of $0.25 per
share to five individuals. Each of these investors was an accredited investor
that acquired such securities for investment purposes. We issued such
securities in transactions not involving a public offering in reliance upon the
exemption set forth in Section 4 (2) of the Securities Act and the safe harbor
provided by Rule 506 of Regulation D promulgated thereunder.

On March 18, 2003, we issued non-transferable warrants to purchase an
aggregate of 7,000,000 shares of common stock at $0.35 per share to one limited
liability company, one partnership and two individuals. The warrant holders
paid fees which aggregated $67,900. These warrants expire December 31, 2003
but may be extended to December 31, 2004 at the election of the holders upon
payment of fees which aggregate an additional $156,800. Each of these
investors was an accredited investor that acquired such securities for
investment purposes. We issued such securities in transactions not involving a
public offering in reliance upon the exemption set forth in Section 4(2) of the
Securities Act.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------
|   
|    |  | The exhibits required to be furnished pursuant to this Item 6(a) are listed
in the Exhibit Table below.
|   
|(b) |  | Reports on Form 8-K                                                                                    
|   
|    |  | We did not file any reports on Form 8-K during the quarterly period ended
March 31, 2003.              




EXHIBIT TABLE

|        |  |                                                                                                                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                      
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                      
|       
|       
|3.1     |  | Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 to MigraTECs registration statement on Form SB-2 filed
August 31, 2000, File No. 333-44946).                                                          
|       
|3.2     |  | Certificate of Amendment to MigraTECs Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.2 of MigraTECs Form
10-QSB for the quarter ended September 30, 2002 filed November 14, 2002,
File No. 000-28220).
|       
|3.3     |  | Bylaws (incorporated herein by reference to Exhibit 3.2 to MigraTECs
registration statement on Form SB-2 filed August 31, 2000, File No.
333-44946).                                                                                
|       
|4.1     |  | Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to Amendment No. 1 to MigraTECs registration statement on
Form SB-2 filed November 13, 2000, File No. 333-44946).                                 

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|        |  |                                                                                                                                                                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                               
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                               
|10.1    |  | Employment Agreement between MigraTEC, Inc. and W. Curtis Overstreet
dated, April 10, 1997 (incorporated herein by reference to Exhibit 10.3
to Amendment No. 1 to MigraTECs registration statement on Form SB-2
filed May 7, 1999, File No. 333-65093).                                                     
|       
|10.2    |  | Employment Agreement between MigraTEC, Inc. and Rick J. Johnson,
dated July 1, 1997 (incorporated herein by reference to Exhibit 10.5 to
Amendment No. 1 to MigraTECs registration statement on Form SB-2 filed
May 7, 1999, File No. 333-65093).                                                            
|       
|10.3    |  | MigraTEC, Inc. 1999 Stock Option Plan (incorporated herein by
reference to Exhibit 4 to MigraTECs Form S-8 filed March 12, 1999,
File No. 333-74309).                                                                                                                                                        
|       
|10.4    |  | Stock Option Agreements between MigraTEC, Inc. and each of Rick J.
Johnson and Richard A. Gray, Jr., dated as of May 1, 1998 (incorporated
herein by reference to Exhibit 1 to MigraTECs Form S-8 filed October
19, 1999, File No. 333-89291).                                                               
|       
|10.5    |  | Letter Agreements regarding Modification of Stock Option Agreements
between MigraTEC, Inc. and each of Rick J. Johnson and Richard A. Gray,
Jr., dated as of September 7, 1999 (incorporated herein by reference to
Exhibit 2 to MigraTECs Form S-8 filed October 19, 1999, File No.
333-89291).             
|       
|10.6    |  | Stock Option Agreement between MigraTEC, Inc. and EAI Partners, Inc.,
dated as of August 6, 1999 (incorporated herein by reference to Exhibit
10.5 to Amendment No. 1 to MigraTECs registration statement on Form
SB-2 filed November 13, 2000, File No. 333-44946).                                         
|       
|10.7    |  | Form of Nonqualified Stock Option Agreement between MigraTEC, Inc.
and Richard A. Gray, Jr., dated as of January 31, 2000 (incorporated
herein by reference to Exhibit 10.8 to Amendment No. 1 to MigraTECs
registration statement on Form SB-2 filed November 13, 2000, File No.
333-44946).                
|       
|10.8    |  | MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
(incorporated herein by reference to Exhibit 10.8 to MigraTECs Form
10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File
No. 000-28220).                                                                                  
|       
|10.9    |  | Form of Stock Option Agreement pursuant to the MigraTEC, Inc.
Long-Term Incentive Plan, as amended and restated (incorporated herein
by reference to Exhibit 99.2 to MigraTECs Form S-8 filed November 6,
2000, File No. 333-49398).                                                                         
|       
|10.10   |  | Warrant Agreement between MigraTEC, Inc. and MT Partners, L.P. and
Mercury Fund No.1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.9 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).                          
|       
|10.11   |  | Form of Warrant to MT Partners, L.P. and Mercury Fund No. 1, Ltd.
(incorporated herein by reference to Exhibit 4.2 to MigraTECs Form
10-KSB for the year ended December 31, 1999 filed April 14, 2000, File
No. 000-28220).                                                                                  
|       
|10.12   |  | $1,975,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
MT Partners, L.P., dated as of January 25, 2000 (incorporated herein by
reference to Exhibit 10.10 to MigraTECs Form 10-KSB for the year ended
December 31, 1999 filed April 14, 2000, File No. 000-28220).                              
|       
|10.13   |  | $1,775,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
Mercury Fund No. 1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.11 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).                       
|       
|10.14   |  | Security Agreement between MigraTEC, Inc. and MT Partners, L.P. and
Mercury Fund No. 1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.12 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).                       
|       
|10.15   |  | Shareholders Agreement between MigraTEC, Inc., MT Partners, L.P.,
Mercury Fund No. 1, Ltd. and certain stockholders, dated as of January
25, 2000 (incorporated herein by reference to Exhibit 10.13 to
MigraTECs Form 10-KSB for the year ended December 31, 1999 filed April
14, 2000, File No. 000-28220).

20



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|        |  |                                                                                                                                                                                                                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                              
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                              
|10.16   |  | Registration Rights Agreement between MigraTEC, Inc. and MT
Partners, L.P. and Mercury Fund No. 1, Ltd., dated as of January 25,
2000 (incorporated herein by reference to Exhibit 10.14 to MigraTECs
Form 10-KSB for the year ended December 31, 1999 filed April 14, 2000,
File No. 000-28220).           
|       
|10.17   |  | Form of Director Indemnification Agreement between MigraTEC, Inc.
and each of its directors (incorporated herein by reference to Exhibit
10.15 to MigraTECs Form 10-KSB for the year ended December 31, 1999
filed April 14, 2000, File No. 000-28220).                                                     
|       
|10.18   |  | Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of MT Partners, L.P., dated February 28, 2000
(incorporated herein by reference to Exhibit 10.16 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                 
|       
|10.19   |  | Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of Mercury Fund No. 1, Ltd., dated February 28, 2000
(incorporated herein by reference to Exhibit 10.17 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).          
|       
|10.20   |  | Office Lease Agreement between MigraTEC, Inc. and Charter Crown
Plaza Partners, L.P., dated as of April 12, 2000 (incorporated herein by
reference to Exhibit 10.16 to MigraTECs Form 10-KSB for the year ended
December 31, 1999 filed April 14, 2000, File No. 000-28220).                                
|       
|10.21   |  | Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of MT Partners, L.P., dated June 1, 2000 (incorporated
herein by reference to Exhibit 10.19 to MigraTECs Form 10-KSB for the
year ended December 31, 2000 filed March 22, 2001, File No. 000-28220).                      
|       
|10.22   |  | Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of Mercury Fund No. 1, Ltd., dated June 1, 2000
(incorporated herein by reference to Exhibit 10.20 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).               
|       
|10.23   |  | Lease Modification Agreement Number One between MigraTEC, Inc. and
Charter Crown Plaza Partners, L.P., dated November 16, 2000
(incorporated herein by reference to Exhibit 10.21 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                  
|       
|10.24   |  | Stock Option Amendment Agreement between MigraTEC, Inc. and EAI
Partners, Inc., dated January 2, 2001 (incorporated herein by reference
to Exhibit 10.24 to MigraTECs Form 10-KSB for the year ended December
31, 2000 filed March 22, 2001, File No. 000-28220).                                           
|       
|10.25   |  | Modification, Renewal and Extension of Note and Security Agreement
between MigraTEC, Inc. and BEM Capital Partners, Inc., dated January 26,
2001 (incorporated herein by reference to Exhibit 10.25 to MigraTECs
Form 10-KSB for the year ended December 31, 2000 filed March 22, 2001,
File No. 000-28220).
|       
|10.26   |  | Assignment and Assumption Agreement between MJ Capital Partners III,
L.P. and BEM Capital Partners, L.P., dated January 26, 2001
(incorporated herein by reference to Exhibit 10.26 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                
|       
|10.27   |  | Common Stock Purchase Warrant for 40,000 shares of common stock
issued to BEM Capital Partners, L.P. dated, January 31, 2001
(incorporated herein by reference to Exhibit 10.27 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                    
|       
|10.28   |  | Form of Stock Purchase Warrant issued to GKN Securities Corp. and
its designees (incorporated herein by reference to Exhibit 10.28 to
MigraTECs registration statement on Form SB-2 filed March 29, 2001,
File No. 333-57830).                                                                              
|       
|10.29   |  | Stock Purchase Warrant for 325,000 shares of common stock issued to
Ironhead Investments Inc. (incorporated herein by reference to Exhibit
10.29 to MigraTECs registration statement on Form SB-2 filed March 29,
2001, File No. 333-57830).                                                                

21



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                                                                                        
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.30   |  | Common Stock Purchase Agreement between MigraTEC, Inc. and Ironhead
Investments Inc., dated as of March 27, 2001 (incorporated herein by
reference to Exhibit 10.30 to MigraTECs registration statement on Form
SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                                       
|       
|10.31   |  | Escrow Agreement among MigraTEC, Inc., Ironhead Investments Inc. and
Epstein Becker & Green, P.C., dated as of March 27, 2001 (incorporated
herein by reference to Exhibit 10.31 to MigraTECs registration
statement on Form SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                          
|       
|10.32   |  | Registration Rights Agreement between MigraTEC, Inc. and Ironhead
Investments Inc., dated as of March 27, 2001 (incorporated herein by
reference to Exhibit 10.32 to MigraTECs registration statement on Form
SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                                         
|       
|10.33   |  | Stock Purchase Warrants issued to Richard A. Gray, Jr. for 175,450 and
124,550 shares of common stock, dated as of March 31, 2002 and May 14,
2002, respectively (incorporated herein by reference to Exhibit 10.35 to
MigraTECs Form 10-QSB for the quarter ended June 30, 2002 filed August
14, 2002, File No. 000-28220).                                                          
|       
|10.34   |  | Form of Stock Purchase Warrants for an aggregate of 7,000,000 shares
of common stock issued to each of Street Search, LLC, Street Search
Partners, Raymond Nisivoccia and Albert J. Passanante, dated as of March
18, 2002 (incorporated herein by reference to Exhibit 10.34 to MigraTECs
Form 10-KSB for the year ended December 31, 2002 filed March 31, 2003,
File No. 000-28220).
|       
|10.35   |  | $125,000 Promissory Note by MigraTEC, Inc. to Thomas A. Montgomery,
dated as of April 14, 2003 (incorporated herein by reference to Exhibit
10.35 to MigraTECs post-effective amendment no. 3 to registration
statement on Form SB-2 filed April 29, 2003, File No. 333-57830).                                                                                                       
|       
|10.36   |  | Security Agreement between MigraTEC, Inc. and Thomas A. Montgomery,
dated as of April 14, 2003 (incorporated herein by reference to Exhibit
10.36 to MigraTECs post-effective amendment no. 3 to registration
statement on Form SB-2 filed April 29, 2003, File No. 333-57830).                                                                                                       
|       
|11.1    |  | Statement re: Computations of Net Loss per Share (filed herewith).                                                                                                                                                                                                                                                                                                                     
|       
|99.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                                                                                                                                                                               

22



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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|               |  |                                                                                    |  |        |  |            
|-------------- |  | ---------------------------------------------------------------------------------- |  | ------ |  | -----------
|MIGRATEC, INC. |  |                                                                                    |  |       
|               |  |                                                                                    |  |        |  |            
|By:            |  | /s/ T. Ulrich Brechbühl                                                            |  | Dated: |  | May 9, 2003
|               |  |                                                                                    |  |        |  |            
|               |  | T. Ulrich Brechbühl
Chief Executive Officer, President and Chief Financial Officer |  |        |  |            

23



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##### Table of Contents



CERTIFICATION BY CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER

I, T. Ulrich Brechbühl, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of MigraTEC,
Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a. |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



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

|                  |  |                                                                         | 
|----------------- |  | ----------------------------------------------------------------------- | 
|Date: May 9, 2003 |  | /s/ T. Ulrich Brechbühl                                                
|                  |  |                                                                        
|                  |  | T. Ulrich Brechbühl
Chief Executive Officer and Chief Financial Officer

24



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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                  
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                  
|3.1     |  | Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 to MigraTECs registration statement on Form SB-2 filed
August 31, 2000, File No. 333-44946).                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                  
|3.2     |  | Certificate of Amendment to MigraTECs Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.2 of MigraTECs Form
10-QSB for the quarter ended September 30, 2002 filed November 14, 2002,
File No. 000-28220).                                                            
|        |  |                                                                                                                                                                                                                                                                                                  
|3.3     |  | Bylaws (incorporated herein by reference to Exhibit 3.2 to MigraTECs
registration statement on Form SB-2 filed August 31, 2000, File No.
333-44946).                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                  
|4.1     |  | Form of Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 to Amendment No. 1 to MigraTECs registration statement on
Form SB-2 filed November 13, 2000, File No. 333-44946).                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                  
|10.1    |  | Employment Agreement between MigraTEC, Inc. and W. Curtis Overstreet
dated, April 10, 1997 (incorporated herein by reference to Exhibit 10.3
to Amendment No. 1 to MigraTECs registration statement on Form SB-2
filed May 7, 1999, File No. 333-65093).                                        
|        |  |                                                                                                                                                                                                                                                                                                  
|10.2    |  | Employment Agreement between MigraTEC, Inc. and Rick J. Johnson,
dated July 1, 1997 (incorporated herein by reference to Exhibit 10.5 to
Amendment No. 1 to MigraTECs registration statement on Form SB-2 filed
May 7, 1999, File No. 333-65093).                                               
|        |  |                                                                                                                                                                                                                                                                                                  
|10.3    |  | MigraTEC, Inc. 1999 Stock Option Plan (incorporated herein by
reference to Exhibit 4 to MigraTECs Form S-8 filed March 12, 1999,
File No. 333-74309).                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                  
|10.4    |  | Stock Option Agreements between MigraTEC, Inc. and each of Rick J.
Johnson and Richard A. Gray, Jr., dated as of May 1, 1998 (incorporated
herein by reference to Exhibit 1 to MigraTECs Form S-8 filed October
19, 1999, File No. 333-89291).                                                  
|        |  |                                                                                                                                                                                                                                                                                                  
|10.5    |  | Letter Agreements regarding Modification of Stock Option Agreements
between MigraTEC, Inc. and each of Rick J. Johnson and Richard A. Gray,
Jr., dated as of September 7, 1999 (incorporated herein by reference to
Exhibit 2 to MigraTECs Form S-8 filed October 19, 1999, File No.
333-89291).
|        |  |                                                                                                                                                                                                                                                                                                  
|10.6    |  | Stock Option Agreement between MigraTEC, Inc. and EAI Partners, Inc.,
dated as of August 6, 1999 (incorporated herein by reference to Exhibit
10.5 to Amendment No. 1 to MigraTECs registration statement on Form
SB-2 filed November 13, 2000, File No. 333-44946).                            
|        |  |                                                                                                                                                                                                                                                                                                  
|10.7    |  | Form of Nonqualified Stock Option Agreement between MigraTEC, Inc.
and Richard A. Gray, Jr., dated as of January 31, 2000 (incorporated
herein by reference to Exhibit 10.8 to Amendment No. 1 to MigraTECs
registration statement on Form SB-2 filed November 13, 2000, File No.
333-44946).   
|        |  |                                                                                                                                                                                                                                                                                                  
|10.8    |  | MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
(incorporated herein by reference to Exhibit 10.8 to MigraTECs Form
10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File
No. 000-28220).                                                                     
|        |  |                                                                                                                                                                                                                                                                                                  
|10.9    |  | Form of Stock Option Agreement pursuant to the MigraTEC, Inc.
Long-Term Incentive Plan, as amended and restated (incorporated herein
by reference to Exhibit 99.2 to MigraTECs Form S-8 filed November 6,
2000, File No. 333-49398).                                                            
|        |  |                                                                                                                                                                                                                                                                                                  
|10.10   |  | Warrant Agreement between MigraTEC, Inc. and MT Partners, L.P. and
Mercury Fund No.1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.9 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).             

25



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                               
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                               
|10.11   |  | Form of Warrant to MT Partners, L.P. and Mercury Fund No. 1, Ltd.
(incorporated herein by reference to Exhibit 4.2 to MigraTECs Form
10-KSB for the year ended December 31, 1999 filed April 14, 2000, File
No. 000-28220).                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                               
|10.12   |  | $1,975,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
MT Partners, L.P., dated as of January 25, 2000 (incorporated herein by
reference to Exhibit 10.10 to MigraTECs Form 10-KSB for the year ended
December 31, 1999 filed April 14, 2000, File No. 000-28220).                              
|        |  |                                                                                                                                                                                                                                                                                                               
|10.13   |  | $1,775,000 Convertible Secured Promissory Note by MigraTEC, Inc.
to Mercury Fund No. 1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.11 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).                       
|        |  |                                                                                                                                                                                                                                                                                                               
|10.14   |  | Security Agreement between MigraTEC, Inc. and MT Partners, L.P. and
Mercury Fund No. 1, Ltd., dated as of January 25, 2000 (incorporated
herein by reference to Exhibit 10.12 to MigraTECs Form 10-KSB for the
year ended December 31, 1999 filed April 14, 2000, File No. 000-28220).                       
|        |  |                                                                                                                                                                                                                                                                                                               
|10.15   |  | Shareholders Agreement between MigraTEC, Inc., MT Partners, L.P.,
Mercury Fund No. 1, Ltd. and certain stockholders, dated as of January
25, 2000 (incorporated herein by reference to Exhibit 10.13 to
MigraTECs Form 10-KSB for the year ended December 31, 1999 filed April
14, 2000, File No. 000-28220).
|        |  |                                                                                                                                                                                                                                                                                                               
|10.16   |  | Registration Rights Agreement between MigraTEC, Inc. and MT
Partners, L.P. and Mercury Fund No. 1, Ltd., dated as of January 25,
2000 (incorporated herein by reference to Exhibit 10.14 to MigraTECs
Form 10-KSB for the year ended December 31, 1999 filed April 14, 2000,
File No. 000-28220).            
|        |  |                                                                                                                                                                                                                                                                                                               
|10.17   |  | Form of Director Indemnification Agreement between MigraTEC, Inc.
and each of its directors (incorporated herein by reference to Exhibit
10.15 to MigraTECs Form 10-KSB for the year ended December 31, 1999
filed April 14, 2000, File No. 000-28220).                                                      
|        |  |                                                                                                                                                                                                                                                                                                               
|10.18   |  | Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of MT Partners, L.P., dated February 28, 2000
(incorporated herein by reference to Exhibit 10.16 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                  
|        |  |                                                                                                                                                                                                                                                                                                               
|10.19   |  | Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of Mercury Fund No. 1, Ltd., dated February 28, 2000
(incorporated herein by reference to Exhibit 10.17 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).           
|        |  |                                                                                                                                                                                                                                                                                                               
|10.20   |  | Office Lease Agreement between MigraTEC, Inc. and Charter Crown
Plaza Partners, L.P., dated as of April 12, 2000 (incorporated herein by
reference to Exhibit 10.16 to MigraTECs Form 10-KSB for the year ended
December 31, 1999 filed April 14, 2000, File No. 000-28220).                                 
|        |  |                                                                                                                                                                                                                                                                                                               
|10.21   |  | Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of MT Partners, L.P., dated June 1, 2000 (incorporated
herein by reference to Exhibit 10.19 to MigraTECs Form 10-KSB for the
year ended December 31, 2000 filed March 22, 2001, File No. 000-28220).                       
|        |  |                                                                                                                                                                                                                                                                                                               
|10.22   |  | Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
Inc. in favor of Mercury Fund No. 1, Ltd., dated June 1, 2000
(incorporated herein by reference to Exhibit 10.20 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                
|        |  |                                                                                                                                                                                                                                                                                                               
|10.23   |  | Lease Modification Agreement Number One between MigraTEC, Inc. and
Charter Crown Plaza Partners, L.P., dated November 16, 2000
(incorporated herein by reference to Exhibit 10.21 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                   
|       
|10.24   |  | Stock Option Amendment Agreement between MigraTEC, Inc. and EAI
Partners, Inc., dated January 2, 2001 (incorporated herein by reference
to Exhibit 10.24 to MigraTECs Form 10-KSB for the year ended December
31, 2000 filed March 22, 2001, File No. 000-28220).                                            

26



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                                                                                                                                        
|NUMBER  |  | DESCRIPTION OF DOCUMENT                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.25   |  | Modification, Renewal and Extension of Note and Security Agreement
between MigraTEC, Inc. and BEM Capital Partners, Inc., dated January 26,
2001 (incorporated herein by reference to Exhibit 10.25 to MigraTECs
Form 10-KSB for the year ended December 31, 2000 filed March 22, 2001,
File No. 000-28220).                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.26   |  | Assignment and Assumption Agreement between MJ Capital Partners III,
L.P. and BEM Capital Partners, L.P., dated January 26, 2001
(incorporated herein by reference to Exhibit 10.26 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.27   |  | Common Stock Purchase Warrant for 40,000 shares of common stock
issued to BEM Capital Partners, L.P. dated, January 31, 2001
(incorporated herein by reference to Exhibit 10.27 to MigraTECs Form
10-KSB for the year ended December 31, 2000 filed March 22, 2001, File
No. 000-28220).                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.28   |  | Form of Stock Purchase Warrant issued to GKN Securities Corp. and
its designees (incorporated herein by reference to Exhibit 10.28 to
MigraTECs registration statement on Form SB-2 filed March 29, 2001,
File No. 333-57830).                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.29   |  | Stock Purchase Warrant for 325,000 shares of common stock issued to
Ironhead Investments Inc. (incorporated herein by reference to Exhibit
10.29 to MigraTECs registration statement on Form SB-2 filed March 29,
2001, File No. 333-57830).                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.30   |  | Common Stock Purchase Agreement between MigraTEC, Inc. and Ironhead
Investments Inc., dated as of March 27, 2001 (incorporated herein by
reference to Exhibit 10.30 to MigraTECs registration statement on Form
SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.31   |  | Escrow Agreement among MigraTEC, Inc., Ironhead Investments Inc. and
Epstein Becker & Green, P.C., dated as of March 27, 2001 (incorporated
herein by reference to Exhibit 10.31 to MigraTECs registration
statement on Form SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.32   |  | Registration Rights Agreement between MigraTEC, Inc. and Ironhead
Investments Inc., dated as of March 27, 2001 (incorporated herein by
reference to Exhibit 10.32 to MigraTECs registration statement on Form
SB-2 filed March 29, 2001, File No. 333-57830).                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.33   |  | Stock Purchase Warrants issued to Richard A. Gray, Jr. for 175,450
and 124,550 shares of common stock, dated as of March 31, 2002 and May
14, 2002, respectively (incorporated herein by reference to Exhibit
10.35 to MigraTECs Form 10-QSB for the quarter ended June 30, 2002
filed August 14, 2002, File No. 000-28220).                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.34   |  | Form of Stock Purchase Warrants for an aggregate of 7,000,000 shares
of common stock issued to each of Street Search, LLC, Street Search
Partners, Raymond Nisivoccia and Albert J. Passanante, dated as of March
18, 2002 (incorporated herein by reference to Exhibit 10.34 to
MigraTECs Form 10-KSB for the year ended December 31, 2002 filed March
31, 2003, File No. 000-28220).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.35   |  | $125,000 Promissory Note by MigraTEC, Inc. to Thomas A. Montgomery,
dated as of April 14, 2003 (incorporated herein by reference to Exhibit
10.35 to MigraTECs post-effective amendment no. 3 to registration
statement on Form SB-2 filed April 29, 2003, File No. 333-57830).                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|10.36   |  | Security Agreement between MigraTEC, Inc. and Thomas A. Montgomery,
dated as of April 14, 2003 (incorporated herein by reference to Exhibit
10.36 to MigraTECs post-effective amendment no. 3 to registration
statement on Form SB-2 filed April 29, 2003, File No. 333-57830).                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|11.1    |  | Statement re: Computations of Net Loss per Share (filed herewith).                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                        
|99.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                                                                                                                                                                                                                               

27