OVERVIEW AND HISTORY

California Software Corporation, hereinafter referred to as the "Company" or "CSC", was incorporated in the State of Nevada on October 28, 1998 and markets several families of software products that are targeted to users of the International Business Machines ("IBM*") iSeries, formerly known as the AS/400* and mainframe computers. These products include software marketed under the brand names BABY, Unibol, MLPS, DLCS, ALPS and CLPS.

The Company's predecessor, California Software Products, Inc. ("CSPI"), was founded in 1975 for the purpose of writing software programs. In 1980, CSPI was approached by the PC Division of IBM to write a program that...