INTRODUCTION

PaperClip Software, Inc. formerly known as PaperClip Imaging Software, Inc. (the "Company" or "PaperClip"), a Delaware corporation, is engaged in the development and distribution of computer software for document management and transport of electronic document packages across the public Internet or a private intranet with interoperability, security and tracking capabilities. The Company is the successor by merger, in March 1992, to the original company which had been incorporated in New Jersey in October 1991.