SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended April 30, 1998

                         Commission File Number 333-5753


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

        Delaware                                   59-3379927
  (State of Incorporation)                       (IRS Employer
                                              Identification Number)


                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
                    (Address of principal executive offices)

                                 (407) 952-7550
              (Registrant's telephone number, including area code)


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

     The number of shares outstanding of the registrant's common stock, $.01 par
value, on June 1, 1998 was 4,009,957.


<PAGE>

                           EXIGENT INTERNATIONAL, INC.

                          QUARTER ENDED APRIL 30, 1998

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                            PAGE

ITEM 1.  FINANCIAL STATEMENTS.                                                 2

    Consolidated Balance Sheets as of April 30, 1998 and January 31, 1998      2

    Consolidated Statements of Income for the Three Months Ended
    April 30, 1998 and 1997                                                    4

    Consolidated Statements of Cash Flows for the Three Months Ended
    April 30, 1998 and 1997                                                    5

    Notes to Consolidated Financial Statements                                 7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS                                                  9


PART II - OTHER INFORMATION                                                   14

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.                              14

Signatures                                                                    15

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

                                                                      EXIGENT INTERNATIONAL, INC.
                                                                      CONSOLIDATED BALANCE SHEETS


                                                                                ASSETS



                                                                           April 30, 1998               January 31,
                                                                            (unaudited)                     1998
                                                                      ---------------------     ---------------------
CURRENT ASSETS
<S>                                                                          <C>                   <C>              
        Cash and cash equivalents                                            $   1,272,290         $       3,640,508
        Accounts receivable, pledged                                             1,857,683                 2,747,383
        Costs and estimated earnings in excess of
            billings on uncompleted contracts, pledged                           4,911,426                 3,823,768
        Inventories                                                                  5,288                     5,288
        Prepaid expenses                                                            63,913                    64,288
        Deferred income taxes                                                      663,000                   663,000
                                                                      ---------------------     ---------------------
        TOTAL CURRENT ASSETS                                                     8,773,600                10,944,235
                                                                      ---------------------     ---------------------

PROPERTY AND EQUIPMENT
        Cost                                                                     5,625,806                 5,304,630
        Accumulated depreciation                                               (3,320,570)               (3,135,923)
                                                                      ---------------------     ---------------------
        NET PROPERTY AND EQUIPMENT                                               2,305,236                 2,168,707
                                                                      ---------------------     ---------------------

OTHER ASSETS
        Software development costs, net of accumulated amortization              2,718,270                 1,508,887
        Organizational costs                                                        10,638                    10,638
        Deposits                                                                    48,871                    43,466
        Cash surrender value of life insurance                                      17,028                    17,028
                                                                      ---------------------     ---------------------
        TOTAL OTHER ASSETS                                                       2,794,807                 1,580,019
                                                                      ---------------------     ---------------------

        TOTAL ASSETS                                                         $  13,873,643         $      14,692,961
                                                                      =====================     =====================

See accompanying Notes
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                                                      EXIGENT INTERNATIONAL, INC.
                                                                CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                         April 30, 1998          January 31,
                                                                          (unaudited)                1998
                                                                    --------------------    ---------------------
CURRENT LIABILITIES
<S>                                                                     <C>                   <C>               
        Accounts payable                                                $        59,775         $        392,799
        Accrued expenses                                                      3,670,832                3,401,311
        Billings in excess of costs and estimated earnings
            on uncompleted contracts                                            550,000                1,252,700
        Income taxes payable                                                     57,887                  242,524
        Current portion, long-term debt                                         444,444                  511,111
                                                                    --------------------    ---------------------
        TOTAL CURRENT LIABILITIES                                             4,782,938                5,800,445
                                                                    --------------------    ---------------------

LONG-TERM LIABILITIES
        Long-term debt, less current portion                                    400,000                  466,667
        Deferred income taxes                                                   645,000                  645,000
                                                                    --------------------    ---------------------
        TOTAL LONG-TERM LIABILITIES                                           1,045,000                1,111,667
                                                                    --------------------    ---------------------

        TOTAL LIABILITIES                                                     5,827,938                6,912,112
                                                                    --------------------    ---------------------

STOCKHOLDERS' EQUITY
        Class A Preferred Shares,  $.01 par value,  5,000,000 
        shares authorized, 627,509  and  688,792  issued and
        outstanding  at April 30,  1998 and January 31, 1998,
        respectively, at $2.50 per share liquidation/dissolution
          preference                                                              6,275                    6,888
        Common Shares,  $.01 par value, 30,000,000 shares
          authorized, 4,007,909 and 3,872,655 issued and
          outstanding at April 30, 1998 and January 31, 1998,
          respectively                                                           40,079                   38,726
        Class B Common Shares, $.01 par value, 600,000 shares
           authorized, no shares issued or outstanding                                -                        -
        Paid in capital                                                       1,751,505                1,585,007
        Retained earnings                                                     6,247,846                6,150,228
                                                                    --------------------    ---------------------
        TOTAL STOCKHOLDERS' EQUITY                                            8,045,705                7,780,849
                                                                    --------------------    ---------------------

        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        $    13,873,643         $     14,692,961
                                                                    ====================    =====================
See accompanying Notes

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                             EXIGENT INTERNATIONAL, INC.
                                         CONSOLIDATED STATEMENTS OF INCOME

                                                                       For the three months ending April 30,
                                                                                 1998                            1997
                                                                             (unaudited)                     (unaudited)
                                                                    -------------------------     ----------------------

<S>                                                                            <C>                    <C>              
REVENUES FROM SERVICES                                                     $       7,685,375      $           8,114,034
COST OF SALES                                                                      6,054,795                  6,329,502
                                                                    -------------------------     ----------------------
GROSS PROFIT                                                                       1,630,580                  1,784,532

GENERAL AND ADMINISTRATIVE EXPENSES                                                1,413,208                  1,270,791
 RESEARCH AND DEVELOPMENT COSTS                                                       48,266                          -
                                                                    -------------------------     ----------------------
OPERATING INCOME                                                                     169,106                    513,741
                                                                    -------------------------     ----------------------

OTHER INCOME (EXPENSE)
        Interest income                                                                8,609                        139
        Interest expense                                                            (15,964)                   (28,082)
        Loss on disposal of fixed assets                                                   -                          -
        Other, net                                                                         -                          -
                                                                    -------------------------     ----------------------
TOTAL OTHER INCOME (EXPENSE)                                                         (7,355)                   (27,943)
                                                                    -------------------------     ----------------------
INCOME BEFORE INCOME TAXES                                                           161,751                    485,798

INCOME TAX EXPENSE                                                                    64,133                    197,250
                                                                    -------------------------     ----------------------

NET INCOME                                                                 $          97,618      $             288,548
                                                                    =========================     ======================

EARNINGS PER SHARE - BASIC                                                 $            0.02      $                0.06
                                                                    =========================     ======================
                                                                    =========================     ======================

EARNINGS PER SHARE - DILUTED                                               $            0.02      $                0.06
                                                                    =========================     ======================

See accompanying Notes

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                        EXIGENT INTERNATIONAL, INC.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 For the Three Months Ended April 30,
                                                                   1998                       1997
                                                               (unaudited)                (unaudited)
                                                            ----------------------     -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                 <C>              <C>             
        Cash received from customers                                $   7,054,238       $    6,793,865
        Interest received                                                   8,609                  139
        Cash paid to suppliers and employees                          (7,502,349)          (7,709,475)
        Interest paid                                                    (15,964)             (28,082)
        Income tax paid                                                 (248,770)                    -
                                                            ----------------------     ----------------
NET CASH USED IN OPERATING
        ACTIVITIES                                                      (704,236)            (943,553)
                                                            ----------------------     ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Cash paid for acquisition of capital assets                     (321,176)            (103,123)
        Cash paid for capitalized software development                (1,376,710)            (346,645)
                                                            ----------------------     ----------------
NET CASH USED IN INVESTING ACTIVITIES                                 (1,697,886)            (449,768)
                                                            ----------------------     ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Net borrowings under line of credit                                     -            1,033,116
        Principal payments on long-term debt                            (133,334)             (68,500)
        Proceeds from exercise of stock options                           167,238                    -
                                                            ----------------------     ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                  33,904              964,616
                                                            ----------------------     ----------------
NET DECREASE IN CASH AND CASH
    EQUIVALENTS                                                       (2,368,218)            (428,705)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          3,640,508              428,705
                                                            ----------------------     ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $   1,272,290       $            -

                                                            ======================     ================
See accompanying Notes
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                          EXIGENT INTERNATIONAL, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                          For the Three Months Ended April 30,
                                                                                 1998                  1997
                                                                             (unaudited)            (unaudited)
                                                                       -------------------    -----------------

RECONCILIATION OF NET INCOME TO NET CASH
    USED IN OPERATING ACTIVITIES:
<S>                                                                      <C>                    <C>           
Net income                                                               $        97,618        $      288,548
                                                                       ------------------     -----------------
Adjustments to reconcile net income to net cash
    used in operating activities:
        Depreciation and amortization                                            351,974               226,458
        Decrease (increase) in accounts receivable                               889,700           (2,591,089)
        Decrease (increase) on costs and estimated earnings in
           excess of billings on uncompleted contracts                       (1,087,658)             1,006,051
        Decrease (increase) in prepaid expenses                                      375              (17,504)
        Decrease (increase) in deferred income tax asset                               -             (107,000)
        Decrease in income taxes receivable                                            -               180,980
        Decrease (increase) in deposits                                          (5,405)                 2,095
        Decrease in cash surrender value of life insurance                             -                 2,571
        Decrease in accounts payable                                           (333,024)             (471,910)
        Increase in accrued expenses                                             269,521               152,922
        Increase (decrease) in billings in excess of costs and
           estimated earnings on uncompleted  contracts                        (702,700)               262,298
        Decrease in income taxes payable                                       (184,637)                     -
        Increase in deferred income tax liability                                      -               122,000
        Decrease in other liabilities                                                  -                    27
                                                                       ------------------     -----------------
        Total adjustments                                                      (801,854)           (1,232,101)
                                                                       ------------------     -----------------
NET CASH  USED IN OPERATING
   ACTIVITIES                                                             $    (704,236)        $    (943,553)
                                                                       ==================     =================

See accompanying Notes

</TABLE>

<PAGE>

                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  in  response  to  the  requirements  of  Article  10  of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  The condensed  consolidated  financial statements for the
three month  periods  ended April 30, 1998 and April 30, 1997 are  unaudited and
reflect all adjustments  (consisting only of normal recurring adjustments) which
are, in the opinion of  management,  necessary  for a fair  presentation  of the
financial position and operating results for the interim periods.  The condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and notes thereto,  together with management's
discussion  and  analysis of  financial  condition  and  results of  operations,
contained in Exigent  International,  Inc.'s  ("Exigent's"  or the  "Company's")
Annual  Report on Form 10-K for the fiscal  year ended  January  31,  1998.  The
results  of  operations  for the  three  months  ended  April  30,  1998 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.

As  of  February  1,  1998  the  Company   adopted   Statement  130,   Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components.  However,  the adoption of
this Statement had no impact on the Company's net income or shareholders' equity
for the quarters ended April 30, 1998 and 1997.

NOTE 2 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$1,800,000 line of credit available from a bank as of April 30, 1998 and January
31, 1998. The note bears interest on the unpaid principal balances at a rate per
annum equal to the bank's prime rate plus .25%. As of April 30, 1998 and January
31, 1998 the  outstanding  draws  against the line were $0. The interest rate at
April  30,  1998 and  January  31,  1998 was  8.75%.  All  accounts  receivable,
equipment,  furniture  and fixtures of STI are pledged as collateral on the line
of credit.

An  additional  line of credit was entered into for $500,000 to fund the startup
expenses associated with Exigent's other subsidiary,  FotoTag, Inc. ("FotoTag").
This note bears the same terms as STI's  line of  credit.  No amounts  have been
drawn as of April 30, 1998 or January 31, 1998.

The weighted average interest rate on short-term borrowings outstanding at April
30, 1998 and January 31, 1998 was 8.75%.


NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company had outstanding  purchase  commitments of $1,224,756 and $145,309 as
of  April  30,  1998  and  January  31,  1998,  respectively.   These  represent
outstanding  purchase  orders for which  neither  the item nor  invoice has been
received.


NOTE 4 -  CAPITALIZED SOFTWARE DEVELOPMENT

Effective February 1, 1998, the Company determined that the amortization life of
the  existing  capitalized  software  should  be  changed  to two  years to more
appropriately  reflect  the life span of the  product  release,  rather than the
current  three years.  As a result of this change in  estimate,  the increase in
amortization  expense  for  this  quarter  ended  April  30,  1998  amounted  to
approximately $30,000.

NOTE 5 -  EARNINGS PER SHARE

In 1997,  the FASB issued  SFAS No.  128,  Earnings  per Share.  This  statement
replaced the  calculation  of primary and fully diluted  earnings per share with
basic and diluted earnings per share.  Unlike primary earnings per share,  basic
earnings  per share  excludes  any  dilutive  effects of options,  warrants  and
convertible  securities.  Diluted  earnings  per share are very  similar  to the
previously  reported  fully diluted  earnings per share.  All earnings per share
amounts  have been  presented  and,  where  appropriate,  restated to conform to
Statement 128  requirements.  The following  table sets the computation of basic
and diluted earnings per share:

<TABLE>
<CAPTION>
                                                                 For the Three Months Ended April 30,
                                                                        1998                 1997
                                                                    (unaudited)          (unaudited)
                                                              -------------------     -----------------
Numerator:
   Net income (numerator for basic and diluted
<S>                                                              <C>                     <C>          
        earnings per share)                                      $        97,618         $     288,548
                                                              ===================     =================

Denominator:
   Denominator for basic earnings per share-
        weighted average shares                                        4,603,471             4,483,899
   Effect of dilutive securities:
        Options and Warrants                                             337,957                     -
                                                              -------------------     -----------------

   Denominator for diluted earnings per share -
        adjusted weighted average shares                               4,941,428             4,483,899
                                                              -------------------     -----------------

Basic earnings per share                                       $            0.02      $           0.06
                                                              ===================     =================

Diluted earnings per share                                     $            0.02      $           0.06
                                                              ===================     =================

</TABLE>



NOTE 6 -  STOCKHOLDERS' EQUITY

The  consolidated  changes in  stockholders'  equity for the three  months ended
April 30, 1998 are as follows:

<TABLE>
<CAPTION>

                                                                                          Additional
                                             Common Stock            Class A Preferred     Paid in        Retained
                                          SHARES      AMOUNT         SHARES    AMOUNT      CAPITAL        EARNINGS          TOTAL
                                         -------      -------       -------   -------      -------        --------          -----

<S>                                     <C>         <C>            <C>       <C>         <C>             <C>            <C>        
BALANCE JANUARY 31, 1998                3,872,655   $   38,726     688,792   $  6,888    $ 1,585,007     $ 6,150,228     $ 7,780,849

 Exercise of convertible securities        74,096          741           -          -        166,497               -         167,238

 Class A preferred converted               61,283          613    (61,283)      (613)             -
          to common
  Cancelled shares                          (125)           (1)                                    1                              -

  Net income                                                                                                   97,618         97,618
                                        ---------        ------    --------     ------      ---------       ---------      ---------

BALANCE APRIL 30, 1998                  4,007,909   $    40,079     627,509   $ 6,275    $  1,751,505    $ 6,247,846     $ 8,045,705
                                        =========        ======    ========     ======      =========       =========      =========

</TABLE>

NOTE 7 -  FISCAL YEAR CHANGE

The Company will change its fiscal year to correspond  with a calendar year end,
effective  December  31, 1998.  The current  fiscal year will  therefore  end on
December 31, 1998. The fiscal quarters will remain  unchanged with the exception
of the fourth  quarter which will be a two month quarter  ending on December 31,
1998.




<PAGE>



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

The following is  management's  discussion and analysis of (i) the  consolidated
financial  condition as of April 30, 1998 as compared with the fiscal year ended
January 31, 1998; and (ii) the consolidated  results of operations for the three
months ended April 30, 1998 and 1997,  of Exigent and its  subsidiaries  STI and
FotoTag. It should be read together with Exigent's Form 10-K for the fiscal year
ended January 31, 1998.

LIQUIDITY As of April 30,  1998,  Exigent's  ratio of current  assets to current
liabilities was consistent at 1.8 compared to 1.9 at January 31, 1998. The quick
liquidity  ratios were also  consistent  at 1.7 and 1.8 at April 30, 1998 and at
January 31, 1998, respectively.

Exigent's cash portfolio (cash and cash equivalents) decreased $2,368,218 during
the three  months  ended April 30,  1998.  The  decrease was due to cash used in
operating  activities  of  $704,236,   cash  used  in  investing  activities  of
$1,697,886 and cash provided by financing activities of $33,904.  Exigent's cash
portfolio  decreased  $428,705 for the three  months  ended April 30, 1997.  The
decrease was due to cash used in operating activities of $943,553,  cash used in
investing  activities of $449,768 and cash  provided by financing  activities of
$964,616.  The decrease in cash from operating  activities from January 31, 1998
to April 30,  1998 was  primarily  the result of an increase  in  investment  on
Exigent's fixed price time and materials ("T&M") projects. Negotiations with one
of the Company's major  commercial  customers for billing rates on T&M contracts
were  finalized  following  the close of the first  quarter.  This resulted in a
delay in the billing of cost associated with the new rates until after the close
of the quarter ended April 30, 1998.

In the three months ended April 30, 1998,  Exigent acquired  $321,176 of capital
assets  compared to $103,123 in the three months ended April 30, 1997.  This was
due  primarily  to the  relocation  of staff into new Company  headquarters  and
related  furniture  needs.  Capital  needs are  expected  to continue as Exigent
remains  current with computing  technologies.  This expansion will be funded in
part through an operating  lease set up with an external  leasing  company.  The
lease will extend for a period of three years from each draw against the funding
limit of $600,000.  Through the period  ended April 30, 1998,  Exigent had drawn
down $450,000  against this line of credit.  In the three months ended April 30,
1998  and  April  30,  1997,   Exigent  also  spent   $1,376,710  and  $346,645,
respectively,  in  capitalized  software  development  costs  related to two new
products.  The increase in the first three  months of fiscal year 1998  resulted
from costs  incurred in completing the  development  of  FotoTag(R),  developing
product  additions for the OS/COMET(TM)  product family,  and development of its
newest product,  Active Tracking Engine(TM) (ATE). Exigent used $133,334 of cash
during the three months ended April 30, 1998 to reduce its long-term  debt.  For
the three months ended April 30, 1997,  Exigent  borrowed  $1,033,116  under the
line of credit to fund its operations and reduced long-term debt by $68,500.


RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED APRIL 30, 1998 AND 1997 Sales
for the three  months  ended  April 30,  1998  were  $7,685,374,  down 5.3% from
$8,114,034  for the three months ended April 30, 1997,  due to a decrease in the
volume of commercial contracts.  The breakdown between government and commercial
sales for each of the three-month periods is as follows:

                  April 30, 1998                     April 30, 1997
                ----------------                  ------------------
 Government      $    5,449,707          71%      $       5,010,146         62%
 Commercial           2,235,667          29%              3,103,888         38%
                                     --------
                === ============                  == ===============   =========
                 $    7,685,374         100%      $       8,114,034        100%
                === ============     ========     == ===============   =========

Gross  profit was down  slightly  at  $1,630,580  (21.2% of sales)  compared  to
$1,784,532  (22.0% of sales) for the three months ended April 30, 1998 and April
30, 1997,  respectively.  Net income was down  significantly at $97,618 (1.3% of
sales) for the three months ended April 30, 1998 versus $288,548 (3.6% of sales)
for the three months ended April 30, 1997. This decrease was due to the increase
in general  and  administrative  expenses  (explained  below) and a decrease  in
revenue from  commercial  customers.  This decrease in revenue was the result of
the winding down of development work on a major fixed price contract and a delay
in finalizing  calendar year 1998 rates for T&M contracts and  maintenance  fees
owed the Company for the OS/COMET licensed product.  These two factors decreased
first  quarter  operating  income  by  approximately  $225,000.  The  change  in
amortization  schedule  for the  internally  developed  software  products  also
decreased  first  quarter  profit.  After  completing  a review  of the  current
releases  and  the  schedule  for new  releases,  management  determined  that a
twenty-four  month  amortization  would  be more  appropriate.  This  change  in
estimate  impacted  net income  before  taxes by  approximately  $30,000 for the
quarter ended April 30, 1998.

General and  administrative  expenses  for the three months ended April 30, 1998
were  $1,413,208,  11.2% or $142,417  higher than expenses of $1,270,791 for the
three  months  ended April 30,  1997.  This  increase  resulted  primarily  from
$250,000 in administrative labor costs associated with the resources required to
manage a public company, including the addition of the CEO and several other key
executives. Management believes existing cash, funds generated by operations and
the  available  line of credit  will be  sufficient  to meet  Exigent's  current
operating and debt service  requirements through the fiscal year ending December
31, 1998 for its existing  business,  excluding the  potential  need for cash to
fund possible acquisitions and new products.


ANALYSIS OF OPERATIONS In 1995,  STI obtained its first  significant  commercial
contracts from Motorola, Inc. to provide satellite ground station software for a
constellation  of  satellites  that  will  provide a direct  link with  portable
handsets for  worldwide  cellular  telephone  service.  The Motorola  multi-year
contract  allowed STI to leverage its technology  into the commercial  arena. In
1996,  STI was awarded a contract  to provide  similar  software  for the Global
Positioning Satellite (GPS) System. With these two contracts, STI is involved in
two premier satellite endeavors.

The backlog as of April 30, 1998 for  commercial  and  government  contracts was
$70,047,624,  of which  $64,223,598  is unfunded.  In April 1998, STI executed a
contract with the Naval  Research  Laboratory to provide  services over the next
five years for a value of $61,538,419.  With the addition of this contract,  the
current contract base provides  sufficient  backlog to maintain STI's operations
through December 31, 2001.

STI has  invested  in  excess of  $4,000,000  over the last  three  years in its
premier software product OS/COMET.  This investment  facilitated the significant
contract awards that management believes would have been otherwise unattainable.
Commitment to maintain support for the product will continue.

Exigent continued development of a new commercial software product, FotoTag, and
has  invested  approximately  $850,000  during  the  last  three  fiscal  years.
Management is committed to support the  development  of this  product,  which is
planned to be  completed  in June  1998.  FotoTag is  currently  being  marketed
worldwide  to  address  the  growing  need for  airport  baggage  and  passenger
reconciliation and security products.

OUTLOOK

Exigent completed expansion of its corporate  headquarters in February 1998 with
the completion of a new building at its Melbourne,  Florida  location.  This new
facility houses the corporate staff as well as the Product  Development team and
the FotoTag staff.  These increased  facility costs should not affect  Exigent's
overhead  as these  increases  were  made to  accommodate  existing  needs.  The
commercial  satellite  business  is  projected  to continue  with  strong  sales
worldwide and is expected to show moderate  increases  throughout the end of the
decade, providing additional opportunities for Exigent.

Demand for  software  engineers  continues  to  provide  new  opportunities  for
Exigent,  but will place a premium on the  efforts  to retain the  current  work
force.  This risk will put additional  pressure on overall payroll costs, but is
an industry wide challenge. Management believes that benefits offered by Exigent
remain  above the level of its  competition  and should  help to  stabilize  its
workforce.  Overhead costs for benefits  should remain at the same percentage of
wages for the fiscal  year  ending  December  31, 1998 as compared to the fiscal
year ended January 31, 1998.  Management  believes it is important  that Exigent
not  reduce  benefits.  To do so and hold  costs  stable  has been a  management
challenge and will continue to be so in the near future.  Maintaining  Exigent's
comprehensive  benefit  plan will also  facilitate  its  ability  to  sustain an
effective recruiting campaign.

The  Company's  current long term  business  plan is to seek  opportunities  for
growth  and  diversification  of  its  product  and  service  offerings  through
acquisitions  and internal  growth.  To implement its long term growth strategy,
the Company may seek to raise capital  through  private or public debt or equity
financings.

RISKS AND UNCERTAINTIES

Statements  contained  in this  Form  10-Q  that are not  historical  facts  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify  forward-looking  statements.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual results,  performance or achievements of the Company or events, or timing
of events, relating to the Company to differ materially from any future results,
performance  or  achievements  of the  Company or  events,  or timing of events,
relating to the Company expressed or implied by such forward-looking statements.
The more  prominent  known risks and  uncertainties  inherent  in the  Company's
business are set forth below.  However, not all possible risks and uncertainties
to which the Company is subject are discussed herein, nor can it be assumed that
there are not other risks and uncertainties which may be more significant to the
Company.

Such other factors include,  among others,  those described in "Outlook" and the
following:

     continued  dependence  on a  small  number  of  significant  customers  for
     substantially all of the Company's revenue and the potential loss of one or
     more of the Company's principal customers;

     continued  dependence on government  agencies for a significant  portion of
     the Company's revenue;

     the shortage of qualified  and  competent  software  engineers and the risk
     that the Company will be unable to retain its key  employees  and managers,
     especially  in the  event  the  Company  loses  one or  more  contracts  or
     principal customers;

     dependence on the satellite  command and control industry and the potential
     failure to diversify  the  Company's  product and service  offerings and to
     expand its markets for commercial applications;

     possible  difficulties  in raising  private or public capital for financing
     potential acquisitions on terms favorable or acceptable to the Company;

     the  possible  inability of the Company to find or secure  acquisitions  on
     terms  favorable  or  acceptable  to the Company in pursuit of its plan for
     growth and diversification;

     the unanticipated expense of new product development, the potential failure
     by the Company to develop new products under  development  and others to be
     developed in the future  successfully or on a timely basis, and the failure
     of such products to achieve substantial market acceptance;

     the potential loss of customers or  opportunities  because of the Company's
     relationship as a competitor to some of its principal customers;

     the potential loss of other customer opportunities because of the Company's
     subcontractor relationship with Motorola SatCom on the IRIDIUM project;

     the  possibility  that  Motorola  will elect not to move  forward  with the
     Celestri  project,  or that  Motorola  may  choose a vendor  other than the
     Company; and

     the  potential  impact of  increases  in salary  rates due to the amount of
     revenue related to services.

The Company  cannot assure that it will be able to anticipate or respond  timely
to changes which could  adversely  affect its  operating  results in one or more
fiscal  quarters.  Results  of  operations  in any  past  period  should  not be
considered indicative of results to be expected in future periods.  Fluctuations
in operating  results may result in  fluctuations  in the price of the Company's
common stock.

YEAR 2000 ISSUES

Some existing  computer  programs will be unable to recognize  dates properly in
the Year 2000  ("Y2K") and beyond.  During 1997,  Exigent  conducted an informal
study  of  its  products,  systems  and  operations,   including  systems  under
development,  to  improve  business  functionality,  to  identify  those  of its
computer  hardware,  software and process  control  systems that do not properly
recognize  dates after  December  31,  1999,  and those that are linked to third
parties'  systems.  Based on this informal  study,  Exigent  recognized that the
OS/COMET  product  required  certain  modifications  to be Y2K compliant.  Those
modifications  have been made to the software  and are  available in the current
release,  Version 3.5.  Exigent has also initiated  communications  with certain
third parties whose computer systems'  functionality  could adversely impact the
Company. These communications will facilitate  coordination of any necessary Y2K
conversions  and will,  additionally,  permit Exigent to determine the extent to
which the Company may be  vulnerable  to the failure of third parties to address
their own Y2K issues.

The costs of Exigent's Y2K  compliance  efforts are being funded with cash flows
from  operations.  Some of these  costs  relate  solely to the  modification  of
existing  systems,  while others are for new systems that will improve  business
functionality.  In total,  these  costs  are not  expected  to be  substantially
different  from the  normal,  recurring  costs  that are  incurred  for  systems
development  and  implementation,  in part due to the  reallocation  of internal
resources and the deferral of other projects.  As a result,  these costs are not
expected  to have a material  adverse  effect on  Exigent's  overall  results of
operations or cash flows.

The  assessment  of the  costs  of  Exigent's  Y2K  compliance  effort,  and the
timetable for the Company's planned completion of its own Y2K modifications, are
management's   best   estimates.   These  estimates  were  based  upon  numerous
assumptions  regarding future events,  including assumptions as to the continued
availability of certain resources, and, in particular,  personnel with expertise
in this  area,  and as to the  ability  of such  personnel  to locate and either
re-program or replace,  and test, all affected computer  hardware,  software and
process control systems in accordance with the Company's planned schedule. There
can be no guarantee that these estimates will prove accurate, and actual results
could differ from those estimated if these assumptions prove inaccurate.

Based upon progress to date, however,  Exigent believes that it is unlikely that
the foregoing  factors will cause actual  results to differ  significantly  from
those  estimated.  As to the  systems  of the third  parties  that are linked to
Exigent's, there can be no guarantee that those of such systems that are not now
Y2K-compliant will be timely converted to compliance. Additionally, there can be
no  guarantee  that  third  parties  of  business  importance  to  Exigent  will
successfully  and  timely  reprogram  or  replace,  and  test,  all of their own
computer hardware, software and process control systems.



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits:

NUMBER          DESCRIPTION


Exhibit 10.17   Contract between Naval Research Laboratory and
                Software Technology, Inc., dated April 30, 1998

Exhibit 27      Financial Data Schedule

(b)   Reports on Form 8-K:

      The Company filed a report on Form 8-K on (i) March 30, 1998 to report (A)
a change in its certifying  accountant  from Hoyman,  Dobson & Company,  P.A. to
Ernst & Young LLP.,  effective after the audit for the fiscal year ended January
31,  1998,  and (B)  the  adoption  of a  stock  option  plan  for  non-employee
directors,  and (ii) April 21, 1998 to report the adoption of an incentive stock
option plan for employees.

<PAGE>

                                   SIGNATURES

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


                                   Exigent International, Inc.


                                   By:   /S/ BERNIE SMEDLEY
                                         ---------------------------------------
                                         B. R. "Bernie" Smedley,
                                         Chief Executive Officer

                                   Date: June 12, 1998



                                   By:   /S/ DON F. RIORDAN, JR.
                                         ---------------------------------------
                                         Don F. Riordan, Jr.,
                                         Chief Financial Officer

                                   Date: June 12, 1998


<PAGE>