COMPUTER CONCEPTS CORP /DE, 424A, 1996-08-21

COMPUTER CONCEPTS CORP /DE
424A, 1996-08-21
COMPUTER INTEGRATED SYSTEMS DESIGN

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PROSPECTUS FILED PURSUANT
TO RULE 424(a)

PROSPECTUS

COMPUTER CONCEPTS CORP.

30,830,325 Shares of Common Stock

This Prospectus relates to 30,830,325 shares of Common Stock, par value
$.0001 per share, of Computer Concepts Corp., a Delaware corporation (the
"Company"). See "Description of Securities" and "Selling Security holders."

The Common Stock offered by this Prospectus may be sold from time to time by
the Selling Security holders, or by their transferees. No underwriting
arrangements have been entered into by the Selling Security holders. The
distribution of the securities by the Selling Security holders may be effected
in one or more transactions that may take place on the over-the-counter market,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more dealers for resale of such shares as principals at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Security holders in connection with sales of such securities.

The Selling Security holders and intermediaries through whom such securities
may be sold may be deemed "underwriters" within the meaning of the Securities
Act of 1933, as amended ("Securities Act") with respect to the securities
offered and any profits realized or commissions received may be deemed
underwriting compensation. The Company has agreed to indemnify the Selling
Security holders against certain liabilities, including liabilities under the
Securities Act.

The Company will bear the expenses of this offering, including filing fees.

The Company's Common Stock is traded on NASDAQ (NASDAQ SmallCap Market
symbol: CCEE). On July 15, 1996, the last reported sale price of the Company's
Common Stock as reported by NASDAQ was $1.03125 per share.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK AND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE INVESTMENT. SEE "RISK FACTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is August 9, 1996

<PAGE>

REPORTS TO SECURITY HOLDERS

The Company intends to furnish its shareholders with annual reports
containing audited financial statements, examined by an independent public
accounting firm, and such interim reports as it may determine to furnish or as
may be required by law. The Company's fiscal year ends on December 31 of each
year.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-1 pursuant
to the Securities Act of 1933, as amended (the "Act"), with respect to the
Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits relating
thereto. For further information with respect to the Company and the shares of
Common Stock offered by this Prospectus, reference is made to such Registration
Statement and the exhibits thereto. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily complete
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement for a full statement
of the provisions thereof; each such statement contained herein is qualified in
its entirety by such reference.

The Company's Common Stock is registered with the Securities and Exchange
Commission, Washington, D.C. 20549, under the provisions of Section 12 (g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company is subject to the informational requirements of the Exchange Act, and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained at the office
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices at Suite 788, 1375 Peachtree St., N.E.,
Atlanta, Georgia 30367, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates. In
addition, the Company's Common Stock is listed on the National Association of
Securities Dealers, Inc. Automated Quotations System, and copies of the
foregoing materials and other information concerning the Company can be
inspected at the offices of the National Association of Securities Dealers, Inc.
at 1735 K Street, N.W., Washington, D.C. 20006.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.

THE COMPANY

Computer Concepts Corp. (hereinafter referred to as "Computer Concepts" or
the "Company") was organized under the name Unique Ventures, Inc., under the
laws of the State of Delaware on August 27, 1987. Unique Ventures, Inc.
thereafter became a "blind-pool" public company and changed its name to Computer
Concepts Corp. in 1989.

The Company designs, develops, markets and supports information delivery
computer software products, including end-user data access tools for personal
computers and systems management software products for corporate mainframe data
centers. This business has been built through a combination of development,
acquisitions and a strategic partnership.

During the years 1989 through 1992, the Company was primarily engaged in
research and development activities regarding its primary product,"d.b.Express."
During 1993, the Company began to expand its product, sales, marketing and
administrative activities, and began the transition from a research and
development-oriented company into a market-driven software products business. In
1994, the Company continued the process of evaluating its businesses and
determining where its strategic focus and financial and management resources
should be directed. As a result, for the fourth quarter of 1994, the Company
adjusted the value of certain assets to reflect their net realizable value and
management's current operating plan. In 1995, the Company determined to further
focus its activities to its Softworks, Inc. subsidiary and exploitation of the
parent Company's d.b.Express software technology and in 1996, sold its
"Superbase" technology assets and is negotiating for the sale of its MapLinx
Corp. subsidiary. As a result, for the third and fourth quarters of 1995, the
Company adjusted the value of certain assets to reflect their net realizable
value.

In October 1990, Computer Concepts acquired RAMP Associates, Inc. ("RAMP"),
a privately owned Delaware corporation engaged in general computer consulting
services. RAMP was previously owned by Russell Pellicano, the inventor of
d.b.Express , and currently a director of the Company. During the fourth quarter
of 1993, in connection with its long-term strategic plan, the Company eliminated
its general computer consulting service line, taking a charge for the write-off
of the unamortized goodwill associated with RAMP as well as the accrual of
certain severance costs.

Effective September 1993, the Company acquired Softworks, Inc.
("Softworks"), a private Maryland company founded in 1977, and an acknowledged
leader providing systems management software for mainframe computer systems.
Softworks currently markets twelve software products, and holds over 2,400
licenses in over 1,700 customer installations worldwide. The products are
installed in over 50 of the Fortune 100 companies' data centers. See Note 3a of
Notes to Consolidated Financial Statements for the period ended December 31,
1995.

During June 1994, the Company completed the purchase of the Superbase
technology and certain related assets from Software Publishing Corporation.
Superbase is a database programming language. The Company sold this asset in the
second quarter of 1996. See Note 2 of Notes to Consolidated Financial Statements
for the period ended March 31, 1996.

<PAGE>

During December 1994, the Company acquired MapLinx, Inc. ("MapLinx"), a
provider of PC based software that allows for geographical presentation of
database information. See Note 2 of Notes to Consolidated Financial Statements
for the period ended March 31, 1996. In conjunction with the Company's decision
to focus its activities on exploitation of the d.b.Express technology, the
Company is negotiating the sale of MapLinx.

During December 1994, through its Softworks' subsidiary, the Company
acquired DBopen, Inc. ("DBopen"), a provider of PC database administration tools
employing client/server technology. During the third quarter of 1995, certain
new products pertaining to this acquisition were introduced in the market.
During the fourth quarter of 1995, as a result of limited sales and changing
market conditions, it was determined that significant additional expenditures
would have to be incurred to modify the product to meet these changing market
conditions. In the opinion of management, such additional expenditures exceeded
the potential benefits, and accordingly, a decision was made to discontinue the
products. Consistent with this decision, the Company wrote off the carrying
value of its investment in the DBopen acquisition of $1,317,000 in the fourth
quarter of 1995.

The Company's long-term strategic plan is focused on becoming a preeminent
provider of innovative software products which break down barriers between
people and data (thereby allowing corporate users to more easily access
enterprise-wide data) through sales of existing products and new technologies as
well as continuing to support the Softworks' mainframe sector. To achieve this
plan, the Company plans to focus on the exploitation of d.b.Express primarily
through the development of indirect sales channels. The Company's primary
strategy is expected to focus on software tools for the data warehousing
markets.

During the first quarter of 1995, the Company reorganized its management
team. A new business plan was developed and implemented, with the major focus of
the new business plan being the development of strategic alliances, and securing
d.b.Express license agreements with major software companies. The first evidence
of potential future success of this plan was announced on June 1, 1995 when the
Company and Oracle Corporation entered into a development agreement. The Company
also has entered into development or license agreements with IBM, Dell Computers
and Information Builder, Inc., however, the Company was advised in the second
quarter of 1996 that Dell Computers was discontinuing the distribution of d.b.
Express . Additionally, the Company entered into a world-wide marketing
agreement with Perot Systems Corporation in December, 1995, and on April 12,
1996, the Company confirmed the signing of a contract agreement with the State
of New York permitting all State agencies and divisions to acquire d.b.Express ,
however the contract agreement does not guarantee any minimum number of orders.
The Company is currently in negotiations with several other national
corporations and leading software companies for the licensing of d.b.Express .
None of these agreements provide for any sales commitments, and to date, sales
from such agreements have been insignificant. Management believes that these
negotiations may result in the consummation of additional strategic alliances
and/or software license agreements within the foreseeable future although there
are no assurances such agreements will occur.

At the Company's Annual Meeting of Shareholders held March 20, 1996,
authorization for an amendment to the Company's Articles of Incorporation to
increase its authorized capital from 60,000,000 shares of Common Stock to
150,000,000 shares of Common Stock was approved, and such an amendment was filed
and effective on March 22, 1996.

See "Risk Factors", "Management" and "Certain Transactions" for a
discussion of certain factors that should be considered in evaluating the
Company and its business.

<PAGE>

THE OFFERING

Securities Offered by the Selling
Security holders 30,830,325 Shares of Common Stock

NASDAQ SmallCap Market Symbol
for Common Stock CCEE

Risk Factors Purchase of Common Stock being
offered hereby involves a
significant degree of risk,
including the potential loss of
all funds invested, and including
risks associated with the need for
additional funds, a limited
operating history, intense
competition, rapid growth, and
dependence on key personnel, among
others. See "Risk Factors."

Number of shares outstanding if all
securities offered are sold (including
14,305,549 shares included herein
issuable upon exercise of options or
warrants, and 6,989,435 shares issuable
upon exercise of options or warrants
previously registered) 94,433,981

<PAGE>

SUMMARY FINANCIAL INFORMATION

The following summary financial information concerning the Company has been
derived from the Consolidated Financial Statements, related notes and other
financial information included elsewhere in this Prospectus and should be read
in conjunction with such financial statements and the notes thereto. All share
and per share data has been adjusted to reflect the one-for-four reverse stock
split approved by the Company s shareholders on September 22, 1992. This
information should be read in conjunction with the Consolidated Financial
Statements:

Summary Consolidated Statement of Operations Data

Three Months Ended
March 31 Years Ended December 31,
(in thousands, except per share data)

1996 1995 1995 1994 1993(A) 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>

Revenues $4,109 $4,108 $16,302 $13,695 $3,360 $97 $1,716
--------- --------- --------- --------- --------- --------- ---------
Total costs and expenses 8,269 7,046 34,667 25,474 16,699 5,074 2,534
--------- --------- --------- --------- --------- --------- ---------
Operating loss $(4,160) $(2,938) (18,365) (11,779) (13,339) (4,977) (818)
Other income (expense) - - - (428) (111) 1 2
--------- --------- --------- --------- --------- --------- ---------
Net loss $(4,160) $(2,938) $(18,365) $(12,207) $(13,450) $(4,976) $(816)
========= ========= ========= ========= ========= ========= =========

Net loss per share $(.07) $(.08) $(0.37) $(0.51) $(0.86) $(0.40) $(0.07)
====== ====== ======= ======= ======= ======= =======

Weighted average common
shares outstanding 58,211 36,487 49,211 24,110 15,721 12,332 11,056
========= ========= ========= ========= ========= ========= =========

Summary Consolidated Balance Sheet Data

At March 31, December 31,
(In thousands)

1996 1995 1995 1994 1993(A) 1992 1991
---- ---- ---- ---- ---- ---- ----

Working capital (deficit) $(3,121) $(5,308) $(2,998) $(3,590) $2,545 $(610) $251
Total assets 17,673 21,640 16,081 21,609 20,807 4,044 3,895
Long term debt 2,702 756 800 695 172 163 159
Long term debt -
current portion 378 161 359 119 53 26 30
Common stock subject
to redemption 4,000 4,000 4,000 4,000 - - -
Shareholders' equity
(deficit) (366) 6,194 2,009 7,839 12,168 2,010 698

<FN>

(A) As restated. See Note 4 of Notes to Consolidated Financial Statements for
the period ending December 31, 1995.

</FN>
</TABLE>

<PAGE>

RISK FACTORS

The securities offered hereby are speculative and involve a high degree of
risk. Only those persons able to lose their entire investment should purchase
these securities. Prospective investors, prior to making an investment decision,
should carefully read this prospectus and consider, along with other matters
referred to herein, the following risk factors:

1. Need for Additional Funds. Based on current levels of operations and
commitments, the Company anticipates that its existing capital resources will
enable it to maintain its operations through September 30, 1997, however, the
Company will eventually need to generate positive cash flows from operations in
order to decrease its dependency on cash flows from financing activities.
Adequate funds for the Company's businesses on terms favorable to the Company,
whether through additional equity financing, debt financing or other sources,
may not be available when needed and may result in significant dilution to
existing stockholders. Further, the Company has no bank or other credit facility
or other readily available access to debt financing. If the Company is unable to
secure additional funding when required, it would most likely decrease or
eliminate certain current or expansion activities or sell certain of its
operations. Ultimately, its inability to obtain sufficient funds from operations
or external sources would have a material adverse effect on its financial
condition and viability.

2. Lack of Profitable Operations and Cash Flow from Operations; Future
Profitability Uncertain. The Company first acquired operating assets in April of
1989. It has incurred net losses of approximately $13,450,000 for 1993,
$12,207,000 for 1994 and $18,365,000 for 1995, and $4,160,000 for the period
ended March 31, 1996, and cumulative losses of $54,563,000, and may incur
additional losses in the course of building its business. The profitability of
the Company under its current business plan is substantially dependent upon the
successful exploitation of its d.b.Express technology. There can be no
assurances that the Company will be able to successfully exploit the d.b.
Express technology.

3. Limited Operating History. The Company acquired or started its
businesses in 1989. Effective October 1990, it acquired Ramp Associates, Inc.
and effective September 1993, it acquired Softworks, Inc., both of which
operated as private self-sufficient companies prior to their acquisition by the
Company. The Company eliminated the Ramp Associates, Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx, Inc. in
December 1994. Subsequent to these acquisitions, as a result of limited sales,
changing market conditions and management's decision to focus its activities on
exploitation of d.b.Express , management has determined to sell the "Superbase"
technology assets (sold in the second quarter of 1996), discontinue the DBopen
related products and to sell MapLinx. Although the Company has taken the steps
it believes are necessary to exploit d.b.Express , there can be no assurance
that the Company's efforts will be successful in this regard. To date, revenues
generated from d.b.Express products have been insignificant.

The Company's products have generated revenues of $4,109,000 for the
quarter ended March 31, 1996, and $16,302,000, $13,695,000 and $3,360,000 for
the years ended December 31,1995, 1994, and 1993, respectively.

4. Potential Adverse Impact on Market Price of Shares Eligible for Future
Sale. The Company has approximately 73,138,997 shares of Common Stock
outstanding as of July 15, 1996, of which approximately 50,600,000 are currently
without restriction on resale. The influx of all of this Common Stock on the
market together with the 30,830,325 shares registered hereunder (16,524,776

<PAGE>

outstanding shares and 14,305,549 shares issuable upon exercise of options or
warrants included herein) plus 16,989,435 shares issued or issuable upon
exercise of options or warrants by employees previously registered (10,000,000
of which are authorized for future grants and issuance pursuant to the 1995
Incentive Stock Plan for employees), could have a significant adverse effect on
the market for, as well as the price of, the Common Stock. If all outstanding
options and warrants, including options subject to various performance
requirements, were exercised, the outstanding shares would total 94,433,981
shares. A decline in the market price also may make the terms of future
financings which involve the Company's Common Stock or the use of convertible
debt more burdensome. Although the exercise of the options being registered
hereunder would result in significant proceeds to the Company (approximately
$26,000,000 if all outstanding warrants and options are earned and are
exercised), the impact of any significant number of such shares entering the
market would likely have a negative impact on the market price for the Company's
Common Stock. The Company increased its authorized number of shares of common
stock from 60,000,000 to 150,000,000 at its Annual Meeting of Shareholders on
March 20, 1996.

5. Competition. The Company's products are marketed in a highly competitive
environment characterized by rapid change, frequent product introductions and
declining prices. Further, the Company's personal computer products have been
designed specifically for use on the Intel x86 family of computers, utilizing
other well known database products. A decline in the use of this type of
personal computer or the emergence of competitive platforms could materially
adversely affect the market for the Company's products. The Company considers
certain end-user data access tool and executive information system software
companies to be competitors of its d.b.Express product, including Trinzic
Corporation, Cognos, Inc., Comshare Corp., and Pilot Software, Inc. While the
Company believes that d.b.Express can compete effectively against such
companies' product offerings based on ease of use, lack of programming, data
access, speed and price, no assurance can be given in this regard. Certain of
Softworks' products compete with products from Boole & Babbage, Legent Corp. and
BMC, and while the Company believes that Softworks' products compete effectively
based on quality of product, support and price, no assurances can be given in
this regard. Many of the Company's existing and potential competitors possess
substantially greater financial, marketing and technology resources than the
Company.

6. Current Litigation. The Company and certain of its officers and
directors are parties to several lawsuits including class actions involving two
separate claims. While the Company intends to vigorously defend these actions,
any substantial judgment against the Company would have a material adverse
effect on its financial condition and threaten the Company's viability. The
Company has tentatively settled one of the class action matters subject to court
approval. See "Business - Legal Proceedings."

7. Seasonality. The Company's quarterly results are subject to fluctuations
from a wide variety of factors including, but not limited to, new product
introductions, domestic and international economic conditions, customer
budgetary considerations, the timing of product upgrades and customer support
agreement renewal cycles. As a result of the foregoing factors, the Company's
operating results for any quarter are not necessarily indicative of results for
any future period.

8. Dependence on Key Personnel. The Company is highly dependent on its
executive officers and management personnel, the loss of any of whom could have
an adverse affect upon its operations. While the Company has employment
agreements with several management persons, it has no employment agreements with
its principal executive officers. Should any of the members of the Company's
senior management be unable or unwilling to continue in their present roles or
should such person determine to enter into competition with the Company, the
Company's prospects could be adversely affected. The Company's success is also

<PAGE>

dependent upon its ability to attract, retain and motivate highly-trained
technical, marketing, sales and management personnel. The inability to attract,
retain and motivate personnel required for development, maintenance and
expansion of the Company's activities could adversely affect its business and
prospects.

9. Substantial Number of Outstanding Shares of Common Stock and Volatility
in Trading Price. As of July 15, 1996, the Company had 73,138,997 issued and
outstanding shares of Common Stock, of which approximately 50,600,000 shares
were in the public float. Certain of these shares were issued in private
transactions for which the Company issued price guarantees. Although the Company
has no immediate acquisition plans, potential future acquisitions could result
in the issuance of substantial additional shares of Common Stock. The price of
the Company's Common Stock is subject to fluctuation and has increased and
decreased substantially during 1995 and 1996. The trading activity in the
Company's Common Stock also varies from time to time so that, at any given time,
the sale of a large block could adversely affect the market price of its Common
Stock.

10. Risk of Rapid Growth and Business Expansion. The Company is pursuing a
rapid growth strategy that has involved and is expected to continue to involve
significant growth over at least the next twelve months. There can be no
assurance that the Company will successfully achieve its planned growth.
Accomplishing its objectives will depend upon a number of factors, including the
Company's ability to develop products internally with emphasis on the
exploitation of its d.b.ExpressTM product. In addition, the Company may incur
development, acquisition or expansion costs that represent a higher percentage
of total revenues than larger or more established companies, which may adversely
affect the Company's results of operations.

11. No Credit Facility. The Company has no credit facility and has no other
significant assets other than account receivables which would be available to
collateralize any future borrowings. Accordingly, the Company's business could
be adversely affected in the event that it has a need for funds in amounts
greater than its cash on hand, which it is unable to obtain through debt or
equity financing.

12. No Dividends. The Company has not declared or paid, and does not
anticipate declaring or paying in the foreseeable future, any cash dividends on
its Common Stock. The Company's ability to pay dividends is dependent upon,
among other things, future earnings, the operating and financial condition of
the Company, its capital requirements, general business conditions and other
pertinent factors, and is subject to the discretion of the Board of Directors.
Accordingly, there is no assurance that any dividends will ever be paid on the
Company's Common Stock.

13. Importance of and Risks Relating to Intellectual Property Rights. The
computer software industry is characterized by extensive use of intellectual
property protected by copyright, patent and trademark laws. While the Company
believes that it does not infringe on the intellectual property rights of any
third parties in the conduct of its business, allegations of any such
infringement, or disputes or litigations relating thereto, could have a material
adverse affect on the Company's business and financial condition. Also, if third
parties were to be permitted to use the Company's proprietary technology without
the Company's consent or without the Company being compensated therefor, the
Company believes that one of its competitive advantages could be eroded. No
assurance can be given that the Company's patents and copyrights will
effectively protect the Company from any copying or emulation of the Company's
products in the future.

14. Lack of Managing Underwriter. The sale of the Common Stock of the
Selling Stockholders will not be coordinated or controlled by a managing
underwriter. Certain Selling Stockholders may be deemed to be underwriters, as
such term is defined by the Securities Act. Selling Stockholders will, during
the distribution period, also be subject to the restrictions on their purchases

<PAGE>

and sales of Common Stock as set forth in Rules 10b-6 and 10b-7 under the
Exchange Act. See "Selling Security holders" and "Plan of Distribution." 15.
Potential Impact If Rule 15G Becomes Applicable to the Company's Securities.
Rule 15G of the Securities Act of 1934 provides certain requirements for the
sale of securities which are classified as "penny stocks." As the Company
exceeds the asset and revenue parameters for classification as a penny stock
(less than $2 million of tangible assets or $6 million of revenues for companies
in business more than three years) and trades on the NASDAQ exchange (Small Cap
Market) those rules are not currently applicable to the Company. However, in the
event, the Company were to be so classified in the future, the compliance
requirements for the sale of securities under Rule 15G could have a negative
effect on the marketability of the Company's securities.

16. Potential Loss of Entire Investment in the Company's Securities. An
investment in the securities of the Company involves a high degree of risk,
including the potential total loss of the investment.

USE OF PROCEEDS

The Company will not receive any proceeds from this offering, except to the
extent options or warrants are exercised to purchase any of the 14,305,549
shares covered by this Prospectus underlying stock options or warrants. The net
proceeds to the Company, if all outstanding options (including options not
covered by this Prospectus) are exercised, will be approximately $26,000,000.
Substantially all of such funds, if any, are intended to be utilized to further
exploit the Company's products, including the working capital and general
overhead expenses associated therewith.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on NASDAQ under the symbol CCEE. The
following table sets forth the high and low sales prices of the Common Stock as
reported on NASDAQ for the fiscal periods indicated. See "Dividend Policy".
<TABLE>
<CAPTION>
Common Stock
------------
High Low
---- ---
<S> <C> <C>
Fiscal 1993
First Quarter . . . . . . . . . . . . . $9 3/8 5 3/4
Second Quarter. . . . . . . . . . . . . 8 3/8 5 1/2
Third Quarter . . . . . . . . . . . . . 7 5/8 4 1/8
Fourth Quarter. . . . . . . . . . . . . 6 1/2 3 13/16

Fiscal 1994
First Quarter . . . . . . . . . . . . . 5 3/8 2 1/2
Second Quarter. . . . . . . . . . . . . 2 15/16 1 1/8
Third Quarter . . . . . . . . . . . . . 1 5/8 15/16
Fourth Quarter. . . . . . . . . . . . . 1 5/16 5/8

Fiscal 1995
First Quarter . . . . . . . . . . . . . 1 1/32 7/16
Second Quarter. . . . . . . . . . . . . 4 31/32 1/4
Third Quarter . . . . . . . . . . . . . 2 1 3/8
Fourth Quarter. . . . . . . . . . . . . 3 1/2 1 9/32

Fiscal 1996
First Quarter . . . . . . . . . . . . . 2 27/32 1 23/32
Second Quarter . . . . . . . . . . . . 2 1/16 1 1/6
Third Quarter (through July 15, 1996) . 1 5/16 1
</TABLE>

As of June 30 1996, the total number of shareholders of the Company's
Common Stock was approximately 17,122, with 1,122 holders of record, exclusive
of shareholders whose shares are held in the name of their brokers or stock
depositories which are estimated to be approximately 16,000 additional
shareholders.

<PAGE>

DIVIDEND POLICY

Holders of the Company's common stock are entitled to dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor. The Company does not anticipate the declaration or payment of any
dividends in the foreseeable future. The Company intends to retain earnings, if
any, to finance the development and expansion of its business. Future dividend
policy will be subject to the discretion of the Board of Directors and will be
contingent upon future earnings, if any, the Company's financial condition,
capital requirements, general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid.

CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1996:

Current Portion of Long-Term Debt $378,000
Long-term debt 2,702,000
Common Stock Subject to Redemption 4,000,000

Stockholders' Equity (Deficit):

Common Stock, $.0001 par value; 150,000,000
shares authorized; 59,583,000 shares issued
and outstanding 6,000

Additional paid-in capital 54,191,000
Accumulated Deficit (54,563,000)

Total Stockholder's Equity (366,000)

Total Capitalization 6,336,000

</TABLE>

(Subsequent to March 31, 1996, approximately 25% of the $4,000,000 of
Common Stock Subject to Redemption was sold and will be reclassified to equity.
See Investment in Superbase Technology section of Management's Discussion and
Analysis of Financial Condition and Results of Operations. Further, $2,000,000
of the listed Long-term debt was converted to equity, and additional equity of
approximately $5,500,000 has been received, thereby increasing Total
Stockholder's Equity.) As of July 15, 1996, 73,138,997 shares are outstanding,
and options and warrants are outstanding for an aggregate 21,294,984 additional
shares (10,000,000 shares are also authorized, but have not been granted,
pursuant to the 1995 Stock Incentive Plan as approved by the shareholders at the
annual meeting of shareholders in March of 1996.).

<PAGE>

SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)

The selected financial data as of December 31, 1995 and 1994 and for each
of the three years in the period ended December 31,1995, has been abstracted
from the audited financial statements of the Company included elsewhere herein;
the selected financial data as of December 31, 1993, 1992 and 1991 and for each
of the two years in the period ended December 31,1992, has been abstratced from
audited finanical statements of the Company not presented herein. The selected
financial data as of March 31, 1996, and 1995, and for the three month periods
then ended, are derived from the Company's unaudited financial statements, and,
in the opinion of management have been prepared on the same basis as the
Company's audited consolidated financial statements and include all adjustments,
consisting of normal recurring items, necessary for a fair presentation of such
interinm financial data. The results of operations for the interim periods
presented are not necessarily indicative of results of operations that may be
expected for the year ending December 31, 1996. The selected financial data
should be read in conjunction with such financial statements and related notes
included elsewhere in this Prospectus and "Managements Discussion and Analysis
of Financial Condition and Results of Operations." All share and per share data
has been adjusted to reflect the one-for-four stock split approved by
the Company's shareholders on September 22, 1992.

Consolidated Statement of Operations Data

Three Months Ended
March 31 Years Ended December 31,
(in thousands, except per share data)

1996 1995 1995 1994 1993(A) 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>

Revenues $4,109 $4,108 $16,302 $13,695 $3,360 $97 $1,716
------- ------- ------- ------- ------- ------ -------
Cost of Expenses:

Cost of Revenues and
Technical support 1,334 1,847 7,074 5,537 1,783 218 1,457
Research and development 354 240 1,270 521 606 200 108
Sales and Marketing 1,927 2,548 9,166 5,850 3,092 565 58
General and
Administrative 1,817 1,683 8,191 7,936 5,892 3,854 674
Amortization and
Depreciation 762 728 4,104 2,452 924 237 237
Unusual charges 2,075 - 1,102 3,178 4,402 - -
Reduction in carrying
value of long-lived
assets - - 3,760 - - - -
Total costs and
expenses 8,269 7,046 34,667 25,474 16,699 5,074 2,534
------- ------- ------- ------- ------- ------ -------
Operating loss $(4,160) $(2,938) (18,365) (11,779) (13,339) (4,977) (818)
Other income (expense) - - - (428) (111) 1 2
-------- -------- --------- --------- -------- ------- --------
Net loss $(4,160) $(2,938) $(18,365) $(12,207) $(13,450) $(4,976) $(816)
======== ======== ========= ========= ========= ======== ========

Net loss per share $(.07) $(.08) $(0.37) $(0.51) $(0.86) $(0.40) $(0.07)
====== ====== ======= ======= ======= ======= =======

Weighted average common
shares outstanding 58,211 36,487 49,211 24,110 15,721 12,332 11,056
======== ======== ========= ========= ========= ======== =======
</TABLE>

<PAGE>

Summary Consolidated Balance Sheet Data

At March 31, December 31,

1996 1995 1995 1994 1993(A) 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>

<FN>

(A) As restated. See Note 4 of Notes to Consolidated Financial Statements
for the period ended December 31, 1995.
</FN>
</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the historical
financial statements of the Company included elsewhere in this Prospectus.

Results of Operations
- ---------------------

Three Months Ended March 31, 1996 Compared with March 31, 1995
- --------------------------------------------------------------

Revenues for the quarter ended March 31, 1996, of $4,109,000 were virtually
the same as the three months ended March 31, 1995, amount of $4,108,000. For the
quarter ending March 31, 1996, sales at Softworks increased by $862,000, while
decreasing at MapLinx - $215,000, and Superbase - $429,000. CCEL (which ceased
operations in 1995) accounted for a $234,000 reduction in sales.

The cost of revenues and technical support decreased by $513,000 to
$1,334,000 for the period ended March 31, 1996, from $1,847,000 for the prior
year first quarter. The principal factors for this decrease include the
elimination of certain subsidiaries and product lines, as well as various
reductions in overhead.

Research and development costs rose approximately $114,000, due in part, to
increases incurred in further developing d.b.Express technology.

Sales and marketing expenses decreased approximately $621,000 from the
first quarter of the prior year primarily as a result of the elimination of
certain subsidiaries and product lines.

General and administrative costs increased $134,000 to $ 1,817,000 for the
three months ended March 31, 1996, when compared to the three months ended March
31, 1995. Factors contributing to the increase were costs attributable to the
annual shareholders meeting, accrued late registration costs and accrued
consulting fees.

See Notes 2 and 5d to the Condensed Consolidated Financial Statements for
discussions relating to unusual charges incurred during the three months ended
March 31, 1996.

Financial Condition and Liquidity
- ---------------------------------

The Company has incurred consolidated net losses of $4,160,000 for the
three months ended March 31, 1996, and cumulative net losses of $54,563,000
through March 31, 1996. As of March 31, 1996, the Company's current liabilities
exceeded its current assets by $3,121,000 and approximately $730,000 of accounts
payable were past due. The Company is not experiencing difficulty in obtaining
trade credit with customary terms from its vendors. Further, the Company has
accrued and recorded as an unusual charge in the March 31, 1996, condensed
consolidated financial statements of $2,075,000 for a proposed settlement of a
class action suit, wherein $2,000,000 worth of the Company's common stock will
be placed in escrow and $75,000 will be paid in cash. See Note 5d to the
condensed consolidated financial statements. During the three month period ended
March 31, 1996, net cash used in operating activities totaled $422,000,
consisting primarily of an operating net loss of $4,160,000, net of depreciation
and amortization of $762,000, common stock issued for services of $305,000, and
a net change in operating assets and liabilities of $2,671,000. In addition, net

<PAGE>

cash used in investing activities of $345,000 consisted primarily of software
development costs, $104,000, the purchase of fixed assets, $59,000, and
additional consideration paid in connection with the Softworks, Inc.
acquisition, $176,000.

The Company does not maintain a credit facility with any financial
institution. These uses of cash have been essentially funded through the
issuance of the Company's common stock as well as cash generated from Softworks,
Inc. Although the Company's liquidity position at March 31, 1996, has been
adversely affected by the aforementioned factors, equity placements during the
three months then ended, and subsequent thereto, have mitigated these factors.
During the three months ended March 31, 1996, net proceeds from the sale of
common stock and options were $1,733,000. In addition, the Company received
approximately $1,700,000 (net of commissions and fees) from the sale of
convertible debentures.

Subsequent to March 31, 1996, the Company received approximately $8,370,000
from the sale of additional convertible debentures, approximately $5,500,000 of
which has been converted into equity. The Company believes that these additional
cash infusions will enable it to adequately maintain its operations at least
through September 30, 1997. At July 5, 1996, the Company had cash and cash
equivalents of approximately $9,250,000. Ultimately, however, positive cash
flows from operations will be necessary in order to curtail the Company's
reliance on equity placements.

To achieve positive cash flows from operations, management initiated during
1995, a series of cost saving measures, some of which include, wherever
possible, reductions in staffing, advertising, the use of outside consultants
and marketing costs. The Company has continued these measures in 1996. Further,
the Company has substantially closed down its DBopen product line. During 1995,
the Company significantly curtailed the Superbase operations, and, in April,
1996, ceased Superbase operations and has sold this technology. During the
quarter ended March 31, 1996, the Company was awarded a three year contract
wherein New York State may license the use of d.b.Express . During 1995, the
Company entered into development or license agreements with Oracle, IBM, Dell
Computers and Information Builders, Inc., and a sales and marketing agreement
with Perot Systems Corporation. The Company was advised in the second quarter of
1996 that Dell Computers had discontinued the distribution of d.b. Express . The
above referenced agreements and contract do not contain any sales commitments.

Management's plans are centered on the successful exploitation of the
Company's d.b.Express product. To date, revenues from current versions of
d.b.Express from such agreements have been insignificant. Management expects
that future revenues will support the carrying value of the capitalized software
development costs related to d.b.Express of $1,140,000 at March 31,1996.
Management believes that the successful implementation of the cost saving
measures and the planned exploitation of its d.b.Express technology will
eventually enable the Company to achieve positive cash flows from operations.
The long-term success of the Company, under its existing business plan, is
dependent upon the Company's ability to generate material d.b.Express sales
revenues. There can be no assurances that the Company will be able to generate
material d.b. Express sales revenues.

Softworks sells perpetual and fixed term licenses for its mainframe
products, for which extended payment terms of three to five years may be
offered. In the case of extended payment term agreements, the customer is
contractually bound to equal annual fixed payments. The first year of post
contract customer support, (PCS) is bundled with standard license agreements. In
the case of extended payment term agreements, PCS is bundled for the length of
the payment term. Thereafter, in both instances, the customer may purchase PCS
annually. At March 31, 1996, the amount of such future receivables extending
beyond one year was approximately $769,000, and is included in installment
accounts receivable, due after one year and deferred revenues.

<PAGE>

Subsequent to March 31, 1996, the Company signed an agreement to sell the
technology of its Superbase subsidiary for $450,000, with $200,000 paid at
closing and five monthly payments of $50,000, commencing June 10, 1996. Such
proceeds approximated the carrying value of the underlying software costs.
Certain liabilities for this subsidiary remain the responsibility of the
Company.

Results of Operations
- ---------------------

Years Ended December 31, 1995, December 31, 1994, and December 31, 1993
- -----------------------------------------------------------------------

The Company has incurred consolidated net losses of $18,365,000,
$12,207,000 and $13,450,000 during the years ended December 31, 1995, 1994 and
1993, respectively, and cumulative net losses of $50,403,000 through December
31, 1995. As of December 31, 1995, the Company s current liabilities exceeded
its current assets by $2,998,000 and approximately $1,100,000 of accounts
payable were past due. For the year ended December 31,1995, net cash used in
operating activities totaled $7,451,000, consisting primarily of an operating
loss of $18,365,000 net of amortization and depreciation of $4,104,000, a
reduction in the carrying value of software held for sale of $2,440,000, a
reduction in the valuation of assets acquired of $1,320,000, common stock and
options issued for services of $3,234,000 and non-cash unusual charges of
$269,000. In addition, net cash used in investing activities of $1,683,000
consisted primarily of software development costs - $545,000; the purchase of
fixed assets - $547,000, additional consideration paid in connection with the
Softworks, Inc. acquisition - $320,000, and net changes in advances to officers
of $271,000. These uses of cash have been essentially funded through the
issuance of the Company s common stock. Although the Company s liquidity
position at December 31, 1995, has been adversely affected by the aforementioned
factors, equity placements during the year then ended and in the first and
second quarters of 1996, have mitigated these factors. During the year ended
December 31, 1995, net proceeds from the sale of common stock and options were
$8,867,000.

In December, 1995 the Company signed a marketing and consulting agreement
with a major systems integrations and consulting organization, Perot Systems,
headquartered in Dallas, Texas. This agreement permits Perot Systems to market
and distribute d.b.Express not only to its present customer base, but also to
oversee world wide distribution as well. Pursuant to such strategic alliance,
Perot Systems received options for 500,000 shares of the Company's common stock
exercisable at $2.56 per share and will earn 30% percent commissions on all
sales of d.b.Express . Additionally, they will have the ability to acquire up to
2,250,000 options, vesting at 50,000 options for every $1,000,000 of revenues in
excess of $5,000,000, over a period of two years. The above agreements do not
contain any sales commitments and, to date, revenues from such agreements have
been insignificant.

In the third quarter of 1995, certain new products pertaining to the
acquisition of DBopen were introduced in the market. As a result of limited
sales and changing market conditions during the fourth quarter of 1995, it
became apparent that significant additional expenditures would have to be
incurred in order to modify the DBopen products to meet such changing market
conditions. In the opinion of management, such additional costs exceeded the
projected benefits and the decision was made to discontinue the products.
Consistent with such business decision, the Company wrote off the remaining
carrying value of its investment in DBopen of $1,320,000 in the fourth quarter
of 1995.

<PAGE>

Further, the Company is pursuing possible purchasers of one of its
wholly-owned subsidiaries, MapLinx. A previously signed Letter of Intent expires
in June, 1996. The expiration thereof does not adversely affect management's
ongoing fair value analysis of this subsidiary. Financial information pertaining
to MapLinx as of and for the three months ended March 31, 1996, and the year
ended December 31, 1995, are summarized below:

March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>

Current Assets: $ 788,000 $ 831,000
Total Assets: 1,405,000 1,520,000
Current Liabilities: 920,000 (949,000)
Total Liabilities: 932,000 (963,000)
Net Assets: 473,000 557,000
Net Revenues: 864,000 3,780,000
Net (Loss): (83,000) (508,000)
</TABLE>

There can be no assurances that the Company will be successful in its
attempt to sell the net assets of MapLinx.

Investment in Computer Concepts Europe, Ltd.

In 1993 and early 1994, the Company began investing in an infrastructure
that would allow it to exploit the worldwide market for several of its software
products. In connection with this strategy, the Company entered into a license
agreement with a strategic partner in Europe for the distribution of the
d.b.Express product. In September 1994, the Company acquired this distributor
with the goal of accelerating its European expansion for approximately 2,900,000
shares of Company common stock valued at $2,484,000. Prior to its acquisition,
this distributor had paid approximately $1,000,000 to the Company in license
fees, of which $500,000 was received in 1993 and $500,000 was received in 1994.
As result of the acquisition of this previously unaffiliated company, the
Company recorded a $1,000,000 charge to operations at the date of acquisition,
comprised of a $500,000 revenue reduction and a $500,000 unusual charge, for the
write off of software license fees previously received from this distributor and
recognized as revenues by the Company during 1994 and 1993, respectively.

Late in the fourth quarter of 1994, management began the process of
evaluating its strategic plan and business investments, as well as those
required to reach profitability in foreign markets. Due to the required
additional investment, lack of management resources and management s desire to
focus its efforts on the exploitation of its d.b.Express technology, the Company
subsequently ceased its operations in Europe. In May 1995, this European
subsidiary entered into administrative proceedings in the U.K. which is similar
to bankruptcy protection in the U.S. Management does not anticipate the
realization of any significant amount of cash from this investment. Accordingly,
the Company wrote off the carrying amount of this investment in the fourth
quarter of 1994 (approximately $1,800,000). This amount is included in unusual
charges in the consolidated statement of operations for the year ended December
31, 1994. In November 1995, this subsidiary went into liquidation.

Investment in Superbase Technology

The worldwide expansion of d.b.Express was accompanied by the acquisition
of a database software technology from Software Publishing Corporation ("SPC")
known as "Superbase". The Superbase technology was acquired in exchange for
approximately 2,000,000 shares of the Company's restricted stock valued at

<PAGE>

approximately $4,000,000, and $75,000 in cash. SPC received a valuation
guarantee for the stock issued, and will be permitted to sell such stock in an
orderly manner over a twelve month period following registration, which was
originally required to be completed before December 31, 1994. The agreement
provided that should such registration statement not be effective by December
31, 1994, SPC, at its option, could require the Company to repurchase the shares
issued for the amount of the valuation guarantee.

On January 19, 1995, SPC and the Company entered into an extension
agreement whereby the Company was given an extension to file the registration
statement to February 15, 1995. In exchange for that extension, the Company
agreed to pay SPC $560,000 (the "Penalty Amount"), payable $300,000 in cash in
three monthly installments, and $260,000 in additional shares of the Company's
common stock. These additional shares also have a valuation guarantee. As a
result of the Company's failure to meet the December 31, 1994, registration
statement filing deadline, the Company recorded the Penalty Amount as an unusual
charge in the December 31, 1994, consolidated statement of operations. To date,
the Company has paid only $100,000 of the required $300,000 cash penalty amount.
The extension agreement included a provision that if the Company did not meet
the February 15, 1995 deadline, and the registration was not completed by May
31, 1995, SPC would be entitled to either of the following (at SPC's option):
(i) the payment of an additional penalty payment equal to $638,400 payable
equally in cash and the Company's common stock, or (ii) the repurchase of the
shares as provided for in the agreement. The Company did not meet the May 31,
1995 requirement, and SPC recently initiated the sale of a portion of its shares
pursuant to the Rule 144 provisions of the Act and exercised its option for the
penalty payment of $638,400. The Company had previously accrued for the
additional penalty payment of $638,400 as an unusual charge in 1995, which
amount was unpaid at June 30, 1996. SPC has indicated that it believes it has
been damaged as a result of the further delay in effecting the registration of
its shares for which the Company denies any liability.

The stock issued to SPC is included in the accompanying balance sheet as
"Common Stock Subject to Redemption" which was classified as debt in the event
the Company was required to repurchase the shares at the guaranteed price,
however, effective June, 1996, as the result of SPC's election to receive the
$638,400 penalty payment and the sale of approximately 25% of its shares, a
corresponding portion of the "Common Stock Subject to Redemption" will be
reclassified as equity, thereby increasing the Company's equity.

As discussed above, the Superbase technology was sold in the second quarter
of 1996.

Acquisition of DBopen, Inc.

During December 1994, the Company completed the acquisition of DBopen,
Inc., a provider of PC database administration tools employing client/server
technology. In connection with the acquisition, the Company issued $939,300 of
Company common stock and assumed long-term debt of approximately $423,000. The
agreement provides for a price guarantee on the initial stock issuance and the
issuance of additional shares based upon the release of certain new products and
the issuance of shares should certain levels of revenues and profitability of
the DBopen products be reached.

During the third quarter of 1995, certain new products pertaining to this
acquisition were introduced in the market. During the fourth quarter, 1995, as a
result of limited sales and changing market conditions, it was determined that
significant additional expenditures would have to be incurred to modify the
product to meet these changing market conditions. In the opinion of management,
such additional expenditures would exceed the potential benefits and,
accordingly, the decision was made to discontinue the products. Consistent with
such business decision, the Company wrote off the remaining carrying value of
its investment in the DBopen acquisition of $1,320,000 in the fourth quarter of
1995.

<PAGE>

Acquisition of MapLinx, Inc.

During December 1994, the Company completed the acquisition of MapLinx,
Inc., a developer and provider of PC database geographic utilities used with
mainstream Windows 3.0 database and spreadsheet products. In connection with the
acquisition, the Company issued approximately 1,672,000 shares of Company common
stock having a fair value of $900,000 at the acquisition date.

In November, 1995, management began the process of negotiating for the sale
of MapLinx. Proceeds from such sale are anticipated to exceed the carrying value
of $557,000 at December 31, 1995. See Note 1 - Business Matters and Liquidity of
Notes to Consolidated Financial Statements, for a summary of the financial
information for MapLinx as at March 31, 1996, and December 31, 1995, and for the
quarter and year then ended, respectively. There is no assurance the Company
will be successful in its attempt to sell MapLinx.

Softworks, Inc.

In connection with the 1993 acquisition of Softworks, the Company is
required to make additional payments to two of Softworks former shareholders
based upon certain product revenues for the years 1995 through 1998, up to an
aggregate maximum of $2,000,000. Through March 31, 1996, the Company incurred a
liability of $537,000 ($496,000 of which was paid through March 31, 1996) to the
two non-employee former shareholders, which has been treated as additional
consideration in connection with the acquisition of Softworks, and, accordingly,
has been included in the excess of cost over fair value of the net assets
acquired, as these individuals did not continue in the employment of the Company
subsequent to the acquisition. No other contingent payments have been made under
the terms of this agreement.

Results of Operations
- ---------------------

Fiscal 1995 Compared to Fiscal 1994
- -----------------------------------

Revenues for the year ended December 31,1995, were $16,302,000, an increase
of $2,607,000 or 19% over the prior years total of $13,695,000. This increase
was primarily due to the acquisition of MapLinx, which had net revenues of
$3,780,000, as well as an increase in Softworks' revenues of $2,177,000, offset
by the loss of non-recurring revenues generated by the product distribution
agreements related to d.b.Express of $2,964,000 in 1994, and reductions in net
revenues of $313,000 and $305,000 from Superbase and CCEL, respectively.

Cost of revenues and technical support, of $7,074,000 represents an
increase of $1,537,000 over the prior years amount of $5,537,000 due principally
to the MapLinx acquisition which incurred $1,211,000, and increases at Softworks
and CCEL of $1,396,000 and $130,000, respectively, offset by decreases from
d.b.Express and Superbase of $ 609,000 and $622,000, respectively.

Research and development costs increased $749,000 in 1995 to $1,270,000
over the prior years' amount of $521,000, due principally to DBopen and
refinements in d.b.Express technology.

<PAGE>

During 1995, sales and marketing expenses for the Company increased
$3,316,000 to $9,166,000 from $5,850,000 for the year ended December 31, 1994.
The acquisition of MapLinx accounted for approximately $2,013,000 of such
increase. Other material components include an increase at Softworks of
$1,364,000 which was due, in part, to Softworks efforts to bring the DBopen
products to market, as well as establishing overseas operations.

General and administrative expenses increased $255,000, to $8,191,000 for
the year ending December 31, 1995 versus $7,936,000 for the year ending December
31, 1994. A major effort put forth by management of the Company to reduce
Corporate spending resulted in a reduction of $478,000 over the prior year. This
was, however, offset by the acquisition of MapLinx, which was acquired effective
December 31, 1994, and incurred expenses amounting to $733,000 during the year.

See Note 10 to the Consolidated Financial Statements for a discussion of
unusual charges incurred for the years ended December 31, 1995, 1994, and 1993,
respectively.

The charge to operations of $3,760,000 for the reduction in carrying values
of long-lived assets includes the write-down of the software asset held for sale
of $2,440,000 and the write-off of the DBopen acquisition of approximately
$1,320,000, both of which are described in the "Financial Condition and
Liquidity" section, as well as in Note 3 - Acquisitions of Notes to the
Consolidated Financial Statements.

Fiscal 1994 Compared to Fiscal 1993
-----------------------------------

Revenues in 1994 were $13,695,000 compared to 1993 revenues of $3,360,000,
a 308 % increase. The increase was principally due to sales from the Company's
Softworks subsidiary of $9,449,000 in 1994 versus $2,530,000 in 1993, Superbase
sales of $791,000 in 1994 compared to none in 1993, and revenues from a
distribution agreement for d.b.Express of $2,360,000 in 1994 compared to
$500,000 in 1993.

Cost of revenues and technical support for the year ended December 31,
1994, increased $3,754,000 over the comparable 1993 period primarily due to the
inclusion of Softworks for the full year period versus a four month period in
1993, and the inclusion of Superbase in the 1994 period.

Research and development expenses decreased $85,000 when compared to the
1993 period primarily due to the development expenses recorded in 1993 related
to the development of the Windows based d.b.Express product.

Sales and marketing expense for the year ended December 31, 1994 increased
$2,758,000 over the 1993 period primarily due to the inclusion of Softworks for
the full year in 1994, compared to four months in 1993 ($2,182,000 of this
increase), and the addition of the European subsidiary and Superbase in 1994.

General and administrative expenses increased $2,044,000 over the 1993
period primarily due to the aforementioned Softworks, Superbase and European
operations 1994 activity versus the 1993 activity and the addition of finance
and administrative personnel in support of the Company's strategic growth plan.

<PAGE>

BUSINESS

INTRODUCTION

The Company was organized under the name Unique Ventures, Inc. as a "blind
pool" public company, under the laws of the State of Delaware on August 27,
1987, and changed its name to Computer Concepts Corp. in 1989. Computer Concepts
Corp. and its subsidiaries ( hereinafter referred to as "Computer Concepts" or
the "Company") operate in the computer software industry segment and design,
develop, market and support information delivery software products, including
end-user data access tools for personal computers and client/server
environments, and develops, markets and supports systems management software
products for corporate mainframe data centers.

Computer Concepts has incurred consolidated net losses of $4,160,000,
$18,365,000, $12,207,000, and $13,450,000 on revenues of $4,109,000,
$16,302,000, $13,695,000 and $3,360,000 during the three months ended March 31,
1996, and the years ended December 31, 1995, 1994 and 1993, respectively. As of
March 31, 1996, the Company s current liabilities exceeded its current assets by
$ 3,121,000 and approximately $730,000 of its accounts payable were past due,
$475,000 of which were attributable to the Company's Superbase, Inc.
("Superbase") subsidiary which was sold in the second quarter of 1996. See Notes
to Consolidated Financial Statements - 1. Business Matters and Liquidity.
Further, the Company has accrued and recorded as an unusual charge in the March
31, 1996, condensed consolidated financial statements $2,075,000 for a proposed
settlement of a class action suit, wherein $2,000,000 worth of the Company's
common stock and $75,000 has been placed in escrow pending approval of the
settlement by the court. See Note 5d to the condensed consolidated financial
statements for the period ended March 31, 1996. These operating losses have been
essentially funded through the issuance of Computer Concepts' common stock.
Although the Company s liquidity position at March 31, 1996, was adversely
affected by such net losses, subsequent to March 31, 1996, liquidity has
improved due to additional equity placements. Ultimately, however, positive cash
flows from operations will be necessary in order to curtail the Company s
reliance on equity placements. While there can be no assurances, management
believes that the successful implementation of cost saving measures and the
successful exploitation of the Company s d.b.Express technology, among other
things, should eventually enable the Company to achieve positive cash flows from
operations. In any event, additional equity placements may be necessary in the
future.

GENERAL

From 1989 until September, 1993, the Company was primarily engaged in
developing its primary product, "d.b.Express ". While continuing its efforts to
further improve and market d.b.Express , the Company in late 1993 began to
implement a structured growth through acquisition plan to increase revenues, by
developing and acquiring additional products for distribution, as well as to
penetrate different software market segments. There have been no acquisitions
during 1995 and 1996 and none are presently planned, however, should an
opportunity present itself wherein, in the best interest of the Company, an
acquisition would be appropriate, the Company would investigate the acquisition
possibilities. The Company, through its process of evaluating its businesses and
determining where its strategic focus and financial and management resources
should be directed, continually adjusts the value of certain assets to reflect
their net realizable value and management s current operating plan.

<PAGE>

fourth quarter of 1993, in connection with its long-term strategic plan, the
Company eliminated its general computer consulting service line, taking a charge
for the write-off of the unamortized goodwill associated with RAMP as well as
the accrual of certain severance costs.

Effective September 1993, the Company acquired Softworks, Inc.
("Softworks"), a private Maryland company founded in 1977, and an acknowledged
leader providing systems management software for mainframe computer systems.
Softworks currently markets twelve software products, and holds over 2,400
licenses in over 1,700 customer installations worldwide. The products are
installed in over 50 of the Fortune 100 companies data centers. See Note 3a of
Notes to Consolidated Financial Statements for the period ended December 31,
1995.

In connection with the Company s business strategy, during September 1993,
an agreement was entered into with Computer Concepts Europe, Ltd. ("CCEL"), an
exclusive non-affiliated distributor formed predominantly to market d.b.Express
in one of the world s largest software markets. CCEL s focus was promotion,
sales and support of the Company s products in major European markets. During
August 1994, the Company entered into an agreement to acquire CCEL. As a result
of management s subsequent decision to focus its financial and management
resources on the exploitation of d.b.Express domestically, the Company
significantly curtailed its operations in Europe in order to focus its financial
and management resources on the attainment of strategic alliances and software
license agreements with major software companies, resulting, in the opinion of
management, in much greater product revenues than direct selling could produce.
Accordingly, the Company wrote-off the carrying amount of this investment in the
fourth quarter of 1994

During June 1994, the Company completed the purchase of the Superbase
technology and certain related assets from Software Publishing Corporation.
Superbase is a database programming language. The Company attempted to develop
and market this asset without success in 1995. This software technology was sold
to a third party in the second quarter of 1996. See Notes 2 and 3b of Notes to
Consolidated Financial Statements for the period ended March 31, 1996.

During December 1994, through its Softworks subsidiary, the Company
acquired DBopen, Inc. ("DBopen"), a provider of PC database administration tools
employing client/server technology. During the third quarter of 1995, certain
new products pertaining to this acquisition were introduced in the market.
During the fourth quarter of 1995, as a result of limited sales and changing
market conditions, it was determined that significant additional expenditures
would have to be incurred to modify the product to meet these changing market
conditions. In the opinion of management, such additional expenditures exceeded
the potential benefits, and, accordingly, a decision was made to discontinue the
products. Consistent with this decision, the Company wrote-off the carrying
value of its investment in the DBopen acquisition of $1,317,000 in the fourth
quarter of 1995.

The Company's long-term strategic plan is focused upon becoming a
preeminent provider of innovative software products which break down barriers
between people and data through sales of existing products and new technologies

<PAGE>

as well as continuing to support the Softworks' mainframe sector . To achieve
its goals the Company plans growth of d.b.Express primarily through the
development of indirect sales channels. The Company s primary strategy will
focus principally on software tools for the data warehousing markets. These
markets are being driven by wide-scale corporate right-sizing and the
empowerment of people to access enterprise-wide data, both of which create
greater efficiencies and corporate profits.

In December, 1995 the Company formed what it considers to be a strategic
alliance with one of the world s largest systems integrations and consulting
organizations, Perot Systems Corp. ("Perot Systems"), headquartered in Dallas,
Texas. This agreement will permit Perot Systems to market and distribute
d.b.Express , not only to its present customer base , but also to oversee world
wide distribution as well. Pursuant to this agreement, Perot Systems will earn
30% percent commissions on all sales of d.b.Express and received options to
purchase up to 500,000 shares of the Company's common stock at $2.56 per share.
Additionally, they will have the ability to increase their equity position in
the Company, through the exercise of up to an additional 2,250,000 options,
based on sales of d.b.Express in excess of $5,000,000 up to $50,000,000 for a
period of two years commencing December 1995. During the fourth quarter of 1995,
the Company also entered into various other marketing and consulting agreements
expiring at various dates through November, 2000. The Company issued 1,678,000
options at $1.50 per share to purchase common stock in connection with these
agreements. Pursuant to such agreements, certain firms have the ability to earn
up to 1,600,000 options at a price of $1.50 per share upon attaining defined
levels of d.b.Express product revenues. None of these agreements provide for any
level of sales commitment and to date sales from such agreements have been
insignificant.

PRODUCTS

d.b.Express

d.b.Express provides business with a simple, fast, low-cost method of
finding, organizing, analyzing and using information contained in databases
through a visually-based proprietary software tool. The software employs a
unique graphical user interface ("GUI") that enables users to directly access
and use information contained in relational and pseudo-relational databases
created by many database management systems ("DBMS") on the market. In addition,
this proprietary software tool has the ability to directly utilize information
obtained from spreadsheets and data in the form of American Standard Code for
Information Interchange ("ASCII") files.

d.b.Express does not replace DBMS programs. Instead, it improves the
accessibility of databases created by DBMS by eliminating the need to write
queries in computer code and facilitates data searches through the use of
graphical query tools. Prior to the availability of d.b.Express , comparable

<PAGE>

analytical and presentation capabilities were possible only through costly
executive information systems ("EIS") or customized programs developed and
supported by highly-skilled MIS professionals. The need for MIS professionals
and programming effectively raises the cost of access to information in terms of
time and money. Ultimately, these barriers result in less timely and lower
quality business decision-making.

There are some DBMS access tools on the market that claim to eliminate the
need to use computer code and provide graphical query capability. All of these
programs, however, only simplify the writing of computer code, usually through
industry-standard structured query language ("SQL"), by having users develop
logic in a semi-procedural facility. While reducing some problems associated
with the writing of computer code, such as "typographical errors", they do not
eliminate the need for knowledge of computer code or database structure and
organization, and require significant training of the user. d.b.Express enables
the access and productive use of complex databases without computer programming
or knowledge of SQL.

d.b.Express approaches database accessibility uniquely, enabling people at
all levels of an organization to analyze the data without any knowledge of
programming. d.b.Express achieves this in two steps. First, d.b.Express ,
utilizing proprietary algorithms, accesses and automatically summarizes all of
the records in the required databases into its own format. Second, the software
presents users with an intuitive multi-dimensional picture of the data which the
user can easily customize to his need with a simple point and click interface.
In addition to a vast simplification of database access and analysis,
d.b.Express performs these tasks faster than any DBMS because the software does
not reread the database for each task; it only reads the summaries it has
created.

The advantages inherent to d.b.Express include the following:

Ease of Use

Using the analogy of an automatic camera, d.b.Express simplifies data
access and analysis by providing a sophisticated, simple-to-use vehicle to take
pictures of complex data. By combining an intuitive point and click interface
with a powerful integration and retrieval engine in a low-cost product,
d.b.Express breaks down the barriers between people and data. After d.b.Express
has read one or more databases, the data is presented to the user in a
"filescape" using a common bar chart metaphor. The user merely points to a bar
in the chart and clicks to view data from the highest summary level to the
lowest level of detail. d.b.Express provides powerful desktop functionality that
allows the exploration of data patterns, trends, and exceptions. Data searches,
queries and analyses can be converted to sophisticated, but simple to use
presentations providing integrated business graphics and report writing
capabilities.

Interfaces With Leading Databases and Other Tools

d.b.Express provides direct access to leading databases created by DBMS
vendors, including CA-Clipper, Microsoft Access, Foxbase and FoxPro, Lotus
Approach, Borland dBase and Paradox, Oracle, Informix, Sybase, Ingres, SQL
Server, IBM DB2 and DB2/2, Netware SQL, Gupta SQL Base, Progress, XDB, SQL/DS,
Teradata and Btrieve. These DBMS's represent more than 85% of the installed
relational database management systems ("RDBMS") worldwide. In addition,
d.b.Express is able to access data contained in spreadsheets and read data in
ASCII format which further broadens the software s capability with other DBMS
products. d.b.Express results can be exported to popular spreadsheets, report
writers, graphics packages and word processors including Lotus 1-2-3, Excel,
Quattro Pro, ReportSmith, Crystal Reports, Harvard Graphics, Power Point,
WordPerfect and Word.

<PAGE>

Ability To Integrate Data From Databases Created By Multiple Vendors

When d.b.Express reads a database it creates its own summaries of
information through its proprietary process. Information contained in databases
is formatted into d.b.Express proprietary format. This permits users to access
and compare information contained in enterprise-wide databases created by
different vendors simultaneously in the d.b.Express user-friendly environment.

Works in Common Operating Environments

d.b.Express operates in virtually all file server and peer-to-peer
networking environments providing data to Microsoft Windows and DOS Intel-based
workstations. Computer Concepts, through technology synergies afforded by
Softworks, is designing extensions to d.b.Express that can be installed on
mainframes. The ability to operate on mainframes would open substantial new
markets for the application of d.b.Express .

High Processing Speed

Once a database has been read by d.b.Express , d.b.Express employs
proprietary matrix storage technology rather than rereading each data element in
that database. All packaged DBMS reread every single data element each time a
task, such as sorting or analysis, is performed. The elimination of the
rereading step through d.b.Express proprietary process vastly increases the
speed of data access enabling ad hoc analysis at a rate far faster than possible
with any other system. The advantage of the d.b.Express process over other
processes increases with the size and complexity of the database.

d.b.Express breaks down barriers between people and data by eliminating the
need for SQL expertise, saving time by gaining decision-critical information
through rapid data access and analysis, and saving money through minimal
training investment and cost-effective product implementation.

Windows Version 1.0 of d.b.Express was introduced in December 1993 and the
DOS version was introduced in late 1992. Windows Version 2.0, with significantly
enhanced functionality based on user feedback, was introduced in the second
quarter of 1994 and Windows 95 Version was introduced in the third quarter of
1995.

Disadvantages in regard to d.b.Express include the following:

Lack of Established User-base and Acceptance of the Product

d.b.Express is not yet widely used in the computer industry and is
perceived as a new technology which many users may defer usage of until the
product has established its use by large numbers of users. The Company believes
its focus on large scale users and its recent sales and marketing agreement with
Perot Systems will lead to such usage, however, there is no assurance that the
Company or Perot Systems will be successful in implementing sales and wide based
usage of the product.

Limited Resources to Market and Promote d.b.Express

The Company has limited cash resources with which to market and promote
d.b.Express , and regardless of the unique patented aspects of the product, if
the Company is not able to effectively market and promote the usage of the
product, the successful dispersion of the product as a widely used access tool
may not be achieved.

<PAGE>

Alternative Methods Available to Access Data and Potential New Technologies

d.b.Express ' access method is patented and unique, however, alternative methods
for accessing data exist, primarily text based search engines, which are not
able to access large quantities of data with the nearly instantaneous results of
d.b.Express and/or without knowledge of specific database query languages. The
Company is not aware of any alternative technology which can effect data
searches with the speed, and without sophisticated programming skills, which
d.b.Express provides, however, it is possible that new technologies will be
developed which may effectively compete with d.b.Express . If such new
technologies are developed, they could negatively impact the Company's ability
to successfully market and promote d.b.Express .

The Company is currently in discussions with several of the computer
software industry s leading companies. On June 1, 1995, the Company announced
that it had signed an agreement with Oracle whereby the Company is making a new
version of its d.b.Express software available to Oracle database users, enabling
them to make use of Computer Concepts patented data visualization technology.
The Company also has entered into development or license agreements with IBM,
Dell and Information Builders, and entered into a world-wide sales and marketing
agreement with Perot Systems of Dallas, Texas, in December, 1995, however, the
Company was advised in the second quarter of 1996 that Dell Computers had
discontinued distribution of d.b. Express . The Oracle and IBM agreements enable
the Company to provide "tightly integrated" versions of d.b.Express to Oracle
and IBM "OS/2" users, effectively making the product's usage "seamless" or
"transparent" to the user. Although this enables the Company to better market
d.b.Express to the large numbers of Oracle and IBM OS/2 users, and the Company
anticipates that sales will be generated as a result of these "tightly
integrated" versions, the agreements do not guarantee such sales. The
Information Builders agreement provides for royalty payments to the Company
based on sales of its hardware and software products which include d.b.Express
software technology. The Perot Systems agreement provides for sales and
marketing activities regarding the d.b.Express technology whereby Perot Systems
will be compensated based on all sales and royalty revenues from d.b.Express ,
however, no minimum purchases or sales are required. Although the Company
believes these agreements will produce revenues, until a history of sales is
established, there is no assurance that any of the agreements will produce such
revenues.

Softworks' Systems Management Software Products

Systems management software products provided by Softworks improve
mainframe system performance, reduce hardware expenditures and enhance the
reliability and availability of the data processing environment. Softworks
products enable corporate data centers to extend the life of their current data
processing investments, defer expensive hardware and software upgrades, prevent
downtime caused by software failures, automate data recovery processes, and
improve personnel productivity.

Although the overall mainframe market is contracting, the segments that
Softworks products address are robust and are expected to remain so for the
foreseeable future. Mainframe systems are transitioning to the role of large
data repositories or "super-servers", while inexpensive function-rich client
work stations and servers are performing computationally intensive business
applications. Although this trend is negatively impacting mainframe application
and tool vendors, systems management software vendors such as Softworks are
benefitting as more data is placed on the mainframe and more people have a need
to access it.

Softworks current systems management product offerings include two new
products, HSM Agent and TeraSAM, as well as Catalog Solution, Performance
Solution, VSAM Assist, Capacity Plus for VSAM, Space Recovery Facility, VSAM
Quick Index, and VSAM Space Manager.

<PAGE>

MapLinx Product

MapLinx produces MapLinx for Windows, a desktop database mapping utility
for personal computers. Based on zip codes, MapLinx will visually plot database
records onto a map of the United States or localities. This data visualization
makes decision making more effective. MapLinx can also geographically query a
database. MapLinx reads records from Windows-based contact managers, databases
and personal information managers in most record formats.

MapLinx for Windows version 3.0, a CD-ROM version and MapLinx for Macintosh
version 3.0 were released in 1995. MapLinx also sells ZIP Code Boundaries as an
add on product to MapLinx. These boundaries enable the user to thematically
shade the map at a ZIP code level. Additional add-on products introduced in 1995
include ZIP + 2 Centroids, for greater data granularity, and street level maps.

Refer to Note 2 - Business Matters and Liquidity of Notes to the Condensed
Consolidated Financial Statements for the period ended March 31, 1996, for a
discussion with respect to management's plans to sell the assets of this
subsidiary.

Other Product

As a reseller, the Company also markets "Perspective for Windows," a
three-dimensional graphics presentation product.

SALES AND MARKETING

d.b.Express is currently being marketed to the telecommunications industry,
governmental entities, financial services industry, Fortune 1000 companies and
OEM s (producers of other software products incorporating d.b.Express
technology) in the United States. The Company utilizes a direct sales force as
well as an indirect network of distributors and resellers for this market and
entered into a world-wide sales and marketing agreement with Perot Systems in
December 1995. The Company s direct sales force presently consists of sales and
support personnel operating from the Company's headquarters in Bohemia, New
York.

Softworks holds over 2,400 licenses for its products in over 1,700 customer
installations worldwide. The products are installed in over 50 of the Fortune
100 Companies data centers. The Company maintains strategic vendor alliance
relationships with IBM, Microsoft and Sybase. These programs provide Softworks
access to pre-release versions of software in order to ensure that Softworks
products exploit the newest technology and are compatible to new operating
systems and data base releases. The programs also provide Softworks with insight
for strategic planning and product direction.

Softworks markets its products and services to both the United States and
Canada through its North American sales staff and a Canadian distributor.
Softworks sales and marketing activities targeting the United Kingdom, Ireland,
and the Benelux countries emanate from the Softworks international office in
Harpenden, U.K. During 1994 and early 1995, Softworks also opened new markets in
Turkey, Hong Kong, and South America. The Company markets to a host of other
countries in the international community through a network of twelve
distributors that service the following countries: Italy, France, Germany,
Switzerland, Scandinavia, Israel, Japan, Australia/New Zealand, Singapore,
Thailand, South Africa, and Brazil.

Softworks generates almost half of its income by selling perpetual licenses
for the use of its products. Pricing for mainframe products is based on the

<PAGE>

computational capacity of the CPU s on which the software operates. Pricing for
non-mainframe and cross-platform varies from enterprise-wide agreements to "per
seat" pricing. The Company also generates revenue through maintenance and
support agreements that are reviewed annually on the anniversary of the original
purchase date. In 1994, approximately 54% of total Softworks revenue came from
recurring maintenance and support agreements. The renewal rate for these
contracts is over 95%. Other revenues are generated when product licenses are
transferred to different/larger CPU s. No customer of Softworks comprised 10% or
more of the Company s 1995 consolidated revenues.

MapLinx markets its products primarily to sales and marketing
professionals. The majority of MapLinx revenues come from sales to software
distributors, who in turn sell the products to major retail outlets such as
CompUSA, Computer City and Egghead Software. MapLinx utilizes a direct sales
force from its offices in Dallas, Texas.

MapLinx also generates revenues from direct response advertising in major
in-flight magazines such as American Way and Delta Sky. The customer can call an
800 telephone number and buy software directly from MapLinx. All add-on products
are sold through in-box promotions and to customers responding to direct
response advertising. Refer to Note 2 - Business Matters and Liquidity to the
Condensed Consolidated Financial Statements for the period ended March 31, 1996,
for a discussion with respect to management's plans to sell the assets of this
subsidiary.

In accordance with industry practice, the Company s personal computer
products are licensed under "shrink-wrap" license agreements contained in
product packages in which the end-user acknowledges license term acceptance by
breaking package seals. The Company s mainframe products are licensed under
site-specific license agreements.

Seasonality and Backlog

The Company s quarterly results are subject to fluctuations from a wide
variety of factors including, but not limited to, new product introductions,
domestic and international economic conditions, customer budgetary
considerations, the Company s sales compensation plan, the timing of product
upgrades, customers' support agreement renewal cycles and fee recognition in
connection with exclusive distribution and other agreements. As a result of the
foregoing factors, the Company s operating results for any quarter are not
necessarily indicative of results for any future period.

The Company generally produces inventory shortly before anticipated product
shipment. Accordingly, the Company has not experienced significant product
backlog nor believes that the existence of product backlog is a relevant
indicator of future sales performance.

Manufacturing and Distribution

The Company currently contracts the manufacture of software diskettes,
product documentation and packaging for its d.b.Express product line to
non-affiliated third-party manufacturers. Due to the existence of numerous
companies providing manufacture of these items, the Company is not dependent on
any one contractor.

Softworks produces its own tapes and is not dependent on any one contractor
for materials.

MapLinx currently contracts the fulfillment and manufacture of software
media, product documentation and packaging for its products to non-affiliated
third-party manufacturers. Due to the existence of numerous companies providing
manufacture of these items, MapLinx is not dependent on any one contractor.

<PAGE>

Competition

The Company s products are marketed in a highly competitive environment.
Such environment is characterized by rapid change, frequent product
introductions and declining prices. Further, the Company s PC products have been
designed specifically for use on the Intel X86 family of computers, utilizing
other well known database products. No assurance can be given that the Company s
patents and copyrights will effectively protect the Company from any copying or
emulation of the Company s products in the future.

The Company considers certain end-user data access tool and executive
information system software companies to be competitors to its d.b.Express
product including Trinzic Corporation, Cognos, Inc., Comshare Corp. and Pilot
Software, Inc.. The Company believes that d.b.Express can compete effectively
against such companies product offerings based on ease of use, lack of
programming, data access speed and price.

Softworks products compete with offerings from Boole & Babbage, Computer
Associates International Inc., BMC, Compuware and Platinum technologies. The
products compete effectively based on quality of support, price, and product
quality. Many of the Company s existing and potential competitors possess
substantially greater financial, marketing and technology resources than the
Company.

The MapLinx products are marketed in a highly competitive environment which
is characterized by rapid change, frequent product introductions and declining
prices. Currently, MapLinx for Windows is the only PC-based database mapping
utility that can be found in retail outlets. Other companies such as Strategic
Mapping Inc. and MapInfo sell products that have much greater functionality than
MapLinx to corporate customers for $1,200 per unit, compared to the MapLinx
price of $99 per unit. This price difference currently keeps other companies out
of the retail environment and could be considered a barrier to entry. Limited
retail shelf space, which MapLinx already enjoys in the distribution channels,
is another barrier to competitors. No assurances can be given that these or
other companies will not attempt to enter this market. Many potential
competitors possess substantially greater financial and technological resources
than MapLinx.

EMPLOYEES

The Company had 129 employees at March 31, 1996, including 47 in marketing,
sales and support services, 60 in technical support (including research and
development) and 22 in corporate finance and administration. The future success
of the Company will depend in large part upon its continued ability to attract
and retain highly skilled and qualified personnel. Competition for such
personnel is intense, and the Company has experienced turnover in its management
group. The Company has employment contracts with certain of its subsidiary
executive officers. None of the Company s employees are represented by a labor
union. The Company believes that its relations with its employees are good.

PATENTS AND TRADEMARKS

The Company has three federally registered trademarks: "CCC" ,
"d.b.Express" and "dbACCEL" . In addition, the Company received a patent for the
proprietary aspects of its d.b.Express technology in 1994, and a second,
expanded patent on that technology in 1995, which broadened the claims regarding
the product's graphical interface and indexing. Softworks, Superbase and MapLinx
have all received copyrights for their entire product lines.

<PAGE>

Item 2. PROPERTIES

The Company leases various facilities for its Corporate headquarters and
subsidiary operations, as follows:

<TABLE>
<CAPTION>
Annual Rental
Description Location Square Footage Lease term Cost
- ----------- -------- -------------- ---------- --------------
<S> <C> <C> <C> <C>

Corporate Bohemia, NY 10,000 7/1/94 - 6/30/98 $120,000 (1)
Subsidiary Alexandria, VA 25,000 9/1/94-8/31/2001 $297,000 (2)
Subsidiary Plano, TX 7,500 4/1/95 - 3/31/98 $96,000

<FN>

(1) The primary lease for the Bohemia, N.Y. facility was renegotiated effected
January 1, 1996 to a base rent of $10,000 monthly. Further, the lease provides
for annual increases of approximately 4% and is renewable at the option of the
Company for an additional year term at the end of its initial term.

(2) Lease provides for annual increases of 3% per year, and is renewable at the
option of the Company.
</FN>
</TABLE>

Item 3. LEGAL PROCEEDINGS

During May 1994, the Company and certain officers received notification
that they had been named as defendants in a class action claim [Nicholas Cosmas
v Computer Concepts Corp., et al; United States District Court, Eastern District
of New York] alleging violations of certain securities laws with respect to
disclosures made regarding the Company s acquisition of Softworks, Inc. during
1993. Class certification was granted on February 6, 1995. The Company and its
officers have answered the complaint in the action, denying all wrongdoing
whatsoever alleged, and continue to deny all alleged wrongdoing, however, to
avoid further substantial expense, risk, inconvenience and the distraction of
the litigation, and to put to rest all controversies raised in the action, a
settlement of the matter has tentatively been agreed upon, which, if approved by
the court, will result in payment of a settlement fund of shares of common stock
of the Company with a minimum value of $2,000,000 plus a cash payment of $75,000
for the benefit of the class and payment of Plaintiff's counsel's legal fees as
approved by the court. The Company posted a charge to earnings in the first
quarter of 1996 of $2,075,000 to reflect this proposed settlement and does not
anticipate any additional charge to earnings in regard to this matter.

In September 1994, the Company received notice of an action alleging breach
of contract regarding an acquisition transaction initiated during 1993. In July
1995, a settlement agreement, effective June 30, 1995, was reached whereby the
Company was required to pay $75,000 and agreed to an amendment of the original
contract to secure additional software license rights. Pursuant to such
amendment, the Company issued a non-interest bearing promissory note in the
amount of $388,800 payable in 36 monthly installments due September 1, 1998, and
has made timely payments thereon.

In March 1995, an action (Barbara Merkens v Aval Guarantee Ltd., Walter
Mennel, J. Forror, A. Faehndrich-Baun, T & M Consulting AG, M. Schmidt, E.G.
Baltruschat and Computer Concepts Corp.; United States District Court, Eastern
District of New York) was commenced against the Company and a number of
defendants all of whom are unrelated to the Company, alleging fraud and
conversion claims in regard to those defendants unrelated to the Company
regarding a transaction wherein the defendants unrelated to the Company are
alleged to have transferred certificates representing 10,000,000 shares of the
Company s common stock. The certificates had not been legally acquired from the
Company and the certificates were reported to the Securities and Exchange
Commission by the Company as stolen certificates. Plaintiff has requested
validation of the transfer of the certificates. The Company and its officers
believe that meritorious defenses exist regarding the claim and are vigorously
defending the matter.

<PAGE>

In July 1995, a class action (Emmanuel Aryeh v. Computer Concepts Corp. et
al) was commenced against the Company and certain of its officers and directors
in the United States District Court, Eastern District of New York. In this
complaint, the plaintiff alleges violations of Section 10(b) of the Securities
and Exchange Act and Rule 10b-5 promulgated thereunder, arising from certain
alleged misrepresentations and misstatements by officers of the Company which
occurred in or about June 1995. On August 15, 1995 an action alleging
substantially the same claims (Zev Nadler v. Computer Concepts Corp. et al) was
commenced in the same court and three more identical or similar actions were
also commenced in the Eastern District. The five complaints have been
consolidated into one action. The Company and its officers believe that
meritorious defenses exist regarding the claims and are vigorously defending the
matter.

In late November, 1995, Fletcher Capital Corp. filed a claim against the
Company, Daniel DelGiorno and several unrelated parties (Fletcher Capital Corp.
v Computer Concepts Corp., et al) in Superior Court for Camden County, New
Jersey, regarding a claim for an unspecified amount of commissions in the form
of options from the Company and cash from the other parties. The Company has
moved to remove the matter to U.S. District Court for the District of New
Jersey. The Company and its officers believe that meritorious defenses exist
regarding the claims and are vigorously defending the matter.

On June 11, 1996, the Company received notice of entry of a default
judgment against it for $1,500,000 and specific performance to effect the
registration of common stock held by Merit Technology, Inc. in a matter which
the Company had not effectively been served or received notice of (In Re: Merit
Technology, Inc., Debtor, U.S. Bankruptcy Court, Eastern District of Texas). The
Company has timely filed a motion to set aside the default judgment based on the
lack of service and meritorious defenses and is vigorously defending the matter.

MANAGEMENT

Directors and Executive Officers

As of July 15, 1996 the names, ages and positions of the directors and
executive officers of the Company are as follows:

Name Age Position
- ---- --- --------

Daniel Del Giorno, Sr. 64 Chief Exec. Officer, Ass't. Sec.
and Director

Daniel Del Giorno, Jr. 41 President, Treasurer, Director

Russell Pellicano 55 Secretary, Director

Jack S. Beige 51 Director

Augustin Medina 55 Director

Edward Warman 52 Exec. V. P. of Products and Services

George Aronson 46 Chief Financial Officer

<PAGE>

Daniel Del Giorno, Sr. has been Chief Executive Officer, Assistant
Secretary and a director of the Company since April 1989, and is the father of
Daniel Del Giorno, Jr., the Company's President and also a director. During the
period 1987 to April 1989, Mr. Del Giorno, Sr. together with Mr. Pellicano
(director of the Company) was engaged in the research and development of
d.b.Express . Prior thereto, during the period 1985 to May 1987, Mr. Del Giorno,
Sr. was the Chief Executive Officer of Myotech, Inc. ("Myotech"), a privately
held corporation which produced computerized muscle testing equipment for
chiropractors and physical therapists. Myotech was sold to Hemodynamics, Inc. in
May 1987 and later became a public corporation. Mr. Del Giorno, Sr. was a
practicing chiropractor for many years and had founded a chiropractic clinic
employing 4 chiropractors and 6 technicians in addition to administrative
personnel. He also successfully collaborated with Mr. Pellicano in connection
with the design and development of medical equipment for comparative muscle
testing. A patent has been granted to Mr. Pellicano and Mr. Del Giorno, Sr. in
connection therewith. In addition, Mr. Del Giorno, Sr. is the holder of a patent
for a digital myograph for the testing of muscles by computer. Mr. Del Giorno,
Sr. is also an officer, director and shareholder of Tech Marketing Group Corp.
which is a holding company and a shareholder of the Company. See "Security
Ownership of Certain Beneficial Owners and Management" and "Certain
Transactions".

Daniel Del Giorno, Jr., the Company's President and a director, is the son
of Daniel Del Giorno, Sr. and has been with the Company since April 1989. Prior
to joining the Company and during the period 1987 to 1989 Mr. Del Giorno, Jr.
was involved in providing the management and financial support for and
collaborated with Mr. Del Giorno, Sr. and Russell Pellicano in connection with
the development of d.b.Express . During the period 1984 to May 1987, he was the
President of Myotech, a privately held Company producing muscle testing
equipment. He is also the President, a director and principal shareholder with
Daniel Del Giorno, Sr. of Tech Marketing Group Corp., a privately held
corporation which is a shareholder of the Company. See "Security Ownership of
Certain Beneficial Owners and Management" and "Certain Transactions".

Russell Pellicano is a director of the Company since April, 1989 and served
as Vice President, Secretary and Director since April 1989 through February
1994. Mr. Pellicano was the original founder and principal of RAMP Associates
Inc. ("RAMP"), which was acquired by the Company in October 1990, through which
he has engaged in consulting to major corporations and others for the design of
software and hardware for computers. A major customer of RAMP since its
inception has been Grumman Corporation. Mr. Pellicano, through RAMP, has been
consulting for Grumman and other corporations. He is the chief architect and
designer of d.b.Express and has been involved in designing and developing
computer software and hardware for the past 30 years. Among many noteworthy
projects for which he was responsible at Grumman was the design and installation
of the Orbiting Astronomical Observatory Space Craft Ground Station, and he was
a member of the launch team at Cape Kennedy in conjunction therewith. He was
also Senior Systems Analyst for Grumman in connection with the test
instrumentation for the forward sweep wing (X29) experimental aircraft on-board
computer system, and the F-14D and the A-6E production aircraft. Mr. Pellicano
is a graduate of C. W. Post College in 1973 with a degree in Electrical
Engineering.

Jack S. Beige, D.C., J. D., was appointed a director in November, 1995, for
a term beginning January, 1996, and was appointed as a member of the Audit
Committee and the Compensation Committee, also effective January, 1996. Mr.

<PAGE>

Beige received his Juris Doctor degree in 1993 and has been a practicing
attorney, primarily in business related matters, on Long Island, New York, since
then. Prior thereto, Mr. Beige practiced chiropractic medicine, was President of
BSJ Realty Corporation, President of All Travel, Ltd. and was President of Comp
Consulting, Inc. During his practice as a chiropractic doctor, he was elected a
Fellow of the International College of Chiropractors, was appointed as Chairman
of the New York State Worker's Compensation Board, Chiropractic Practice
Committee and was elected President of the New York State Chiropractic
Association in 1987. Mr. Beige is admitted to the New York State Bar and is a
member of the New York State Bar Association, the Nassau and Suffolk County Bar
Associations and is a member of the American Arbitration Association.

Augustin Medina was appointed a director in November, 1995, for a term
beginning January, 1996, and was appointed as a member of the Audit Committee
and the Compensation Committee, also effective January, 1996. During the last
five years and previously, Mr. Medina has been an independent business broker
associated with the Montecristi Corporation, Gallagher Associates and Anderson
Credit and Leasing, on Long Island, New York. Mr. Medina's business background
includes advising and assisting businesses in computer and non-computer related
businesses in their development and structuring of sales and marketing programs.

Edward Warman joined the Company in September 1993 as Vice President of
Products and Services. From 1989 to 1993, he served as Vice President, Product
Development for Comdisco Disaster Recovery Services, Inc. where he was
responsible for the design and implementation of a new product line of disaster
recovery software. From 1984 to 1989, Mr. Warman was Vice President of Research
and Development at Intersolv, Inc., with responsibility for a software
development staff exceeding 100 people. Prior to 1984, he served in various
software development management positions at organizations including Cincom
Systems, Inc., Computer Resources, and Monsanto. Mr. Warman possesses degrees in
systems analysis, economics and chemical engineering.

George Aronson, CPA, has been the Chief Financial Officer of the Company
since August, 1995. From March 1989 to August, 1995, he was the Chief Financial
Officer of Hayim & Co., an importer/distribution organization. Mr. Aronson
graduated from Long Island University with a major in accounting in 1972
receiving a Bachelor of Science degree and is a Certified Public Accountant.

<PAGE>

Executive Compensation

The following table sets forth the annual and long-term compensation with
respect to the Chairman and Chief Executive Officer and each of the other
executive officers of the Company who earned more than $100,000 for services
rendered for the years ended December 31, 1995, 1994 and 1993. Directors are not
compensated for their services except as provided in the 1995 Outside Directors
Stock Plan approved by the Shareholders in March of 1996.

Summary Compensation Table

Annual Compensation Long-Term Compensation
----------------------------- --------------------------------------------------
Securities All
Other Restricted Underlying Other
Name and Fiscal Annual Stock Option Options/ Compen-
Principal Position Year Salary Bonus(9) Compensation Awards (9) SARS(9) sation
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Daniel DelGiorno,Sr.,(1)(2) 1995 $240,000 $ 84,000 $ 0 780,000 780,000 -
Director 1994 - - - - - -
Chief Executive Officer 1993 - 735,000 - 500,000 500,000 -

Daniel DelGiorno, Jr.(1)(2) 1995 - 84,000 - 780,000 780,000 -
President, Treasurer 1994 - - - - - -
Director 1993 - 735,000 - 500,000 500,000 -

Russell Pellicano(2) 1995 - - - 100,000 100,000 -
Secretary 1994 - - - - - -
Director 1993 318,000 - - - - -

Gary Kolesar (1)(3)(4) 1995 102,000 - - 25,000 25,000 -
Previously Chief Financial 1994 89,000 - - - - -
Officer, Vice President 1993 93,000 73,000 - 100,000 100,000 -
Corp. Development

Ed Warman (8)(10) 1995 117,000 - - 200,000 200,000 -
Vice President of Products 1994 105,000 - - - - -
& Services 1993 32,000 73,000 - 80,000 80,000 -

Brian Wadsworth (5)(7) 1995 34,000 - - - - -
previously Chief Oper. Off. 1994 152,000 - - - - -
1993 53,000 294,000 78,000 300,000 Expired No Value

John VonLintig (5)(7) 1995 31,000 - - - - -
Previously Vice President 1994 113,000 - - - - -
Finance and Chief Fin. Off. 1993 10,000 221,000 - 200,000 Expired No Value

James Dimitriou (6) 1995 57,000 - - - - -
Vice President of Sales & 1994 130,000 - - - - -
Marketing 1993 130,000 65,000 - - - -

All Officers as a Group 1995 $581,000 $168,000 - 1,885,000 1,885,000 -
1994 $589,000 - - - - -
1993 $636,000 $2,196,000 $78,000 1,680,000 1,180,000 -
- -----------
<FN>
(1) Bonus in the form of restricted common stock awarded at fair market
value at date of grant of $2.94 per share in 1993.
(2) Stock options had an original exercise price of $2.56 per share, their
fair market value at date of grant, and were repriced to reflect an
exercise price of $.50 per share effective May 1995. D. Del Giorno, Sr.,
and D. DelGiorno, Jr. were each granted an aggregate of 300,000
shares of stock and 180,000 options exercisable at $.50, and 600,000
options exercisable at $1.50, in May and November 1995, and R.
Pellicano was granted 100,000 options exercisable at $1.50 in November,
1995, with all such stock and options subject to shareholder approval for
issuance and shareholder approval of an increase in Company's authorized
capital, which approvals were granted on March 20, 1996, at the Annual
Meeting of Shareholders.
</FN>
<PAGE>

<FN>
(3) Functioned in Chief Financial Officer position until December 1993, at
which time became Vice President of Investor Relations and Corporate
Development; assumed additional role of Chief Financial Officer from
February 1995 to September, 1995.
(4) Bonuses consisted of 25,000 options in 1995 exercisable at $1.50, but
subject to shareholder approval of an increase in the Company's authorized
capital (approval for which was received March 20, 1996).
(5) With Company less than full year in 1993. No longer employed at the
Company, having resigned in 1995. Bonus in the form of restricted common
stock awarded at fair market value at date of grant of $2.94 per share.
Options terminate automatically 90 days after termination of employment.
(6) Bonus in 1993 consisted of cash compensation. No longer employed by the
Company, having resigned in May 1995. Options terminate automatically 90
days after termination of employment.
(7) Other compensation relates to relocation expenses in 1993.
(8) With Company less than full year in 1993.
(9) The stock options were not exercisable at any time less than 25% of the
Company's authorized capital stock was not available for issuance,
with the result that the options were not exercisable until the
shareholders approved an increase in the authorized capital of the
Company on March 20, 1996, at the Annual Meeting of Shareholders.
(10) Mr. Warman was granted the right to 200,000 options in 1995
exercisable at $1.50, subject to shareholder approval of an increase in the
Company's authorized capital, which approval was received March 20, 1996.
</FN>
</TABLE>

Option/SAR Grants in Last Fiscal Year (1)
Individual Grants
Number of Potential Realizable Value
Securities % of Total Assuming Annual Returns
Underlying Options Granted Exercise of Stock Price Appreciation
Options to Employees in Price Expiration for Two-Year Option Term (3)
Name Granted Fiscal Year(1) per Share Date 5% 10%
- ---- ----------- ---------------- ---------- ----------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>

Daniel Del Giorno, Sr.(2) 180,000 5.4% $.50 12/31/97 $ 0 $ 0
600,000 18.0% $1.50 12/31/97 9,563 98,250
Daniel Del Giorno, Jr.(2) 180,000 5.4% $.50 12/31/97 - -
600,000 18.0% $1.50 12/31/97 9,563 98,250
Russell Pellicano 100,000 3.0% $1.50 12/31/97 1,594 16,375
Gary Kolesar 25,000 0.8% $1.50 12/31/97 398 4,094
Ed Warman 200,000 6.0% $1.50 12/31/97 3,188 32,750
Brian Wadsworth - - - - - -
John VonLintig - - - - - -
James Dimitriou - - - - - -

<FN>
(1) Last Fiscal Year is 1995; a total of 3,332,470 options were granted to
employees, of which 3,273,603 are outstanding, and of which none have been
exercised, and 58,867 of which have terminated without exercise. No Stock
Appreciation Rights (SARs) were granted to the Named Officers during fiscal
1995.
(2) Potential Realizable Value is based on the assumed annual growth rates for
the two-year option term. Annual growth on the $.28125 market price
resulted in negative appreciation price at both the 5% and
10% rates. Actual gains, if any, on stock option exercises are dependent on
the future performance of the stock. There can be no assurance that the
amounts reflected in this table will be achieved.
(3) Potential Realizable Value is based on the assumed annual growth rates for
the two-year option term. Annual growth on the $1.375 market price results
in appreciation at 5% of $1.515 per share and at 10%
of $1.663 per share. Actual gains, if any, on stock option exercises are
dependent on the future performance of the stock. There can be no assurance
that the amounts reflected in this table will be achieved.
</FN>
</TABLE>

<PAGE>

During the year 1993, no SARs were granted, 805,000 options were granted,
610,223 of which are outstanding and currently exercisable at prices from $.50
to $.65 per share. During the year 1994, no SARs were granted, 7,579,775 options
or warrants were granted, of which 4,900,200 are outstanding and exercisable at
prices from $.50 to $4.63 per share, and 1,060,500 having been exercised and
1,619,075 having terminated without exercise. During the year 1995, no SARs were
granted, 14,863,911 options or warrants were granted, 14,172,971 of which are
outstanding and currently exercisable at prices from $.01 to $2.56 per share,
and 182,099 options having been exercised and 508,841 having terminated without
exercise.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Value

The following table set forth certain information with respect to stock
option exercises by the named Executive Officers during the fiscal year ended
December 31, 1995, and the value of unexercised options held by them at fiscal
year-end.

<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at In-the-Money
Fiscal Year Options at
End(#) Fiscal Year End ($)(1)
------------- ----------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Daniel Del Giorno, Sr. - - - 1,280,000 - $2,200,000
Daniel Del Giorno, Jr. - - - 1,280,000 - 2,200,000
Russell Pellicano - - - 100,000 - 118,750
Gary Kolesar - - - 100,000 - 193,750
Ed Warman - - - 240,000 - 325,000
________

<FN>

(1) Market Value of the underlying securities at fiscal year end minus the
exercise price.
</FN>
</TABLE>

Personal Liability and Indemnification of Directors

The Company's Certificate of Incorporation and Bylaws contain provisions
which reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons.

Such indemnification provisions are intended to increase the protection
provided directors and, thus, increase the Company's ability to attract and
retain qualified persons to serve as directors. The Company believes that the
substantial increase in the number of lawsuits being threatened or filed against
corporations and their directors and the general unavailability of directors
liability insurance to provide protection against the increased risk of personal
liability resulting from such lawsuits have combined to result in a growing
reluctance on the part of capable persons to serve as members of boards of
directors of public companies. The Company also believes that the increased risk
of personal liability without adequate insurance or other indemnity protection
for its directors could result in overcautious and less effective direction and
management of the Company. Although no directors have resigned or have
threatened to resign as a result of the Company's failure to provide greater
insurance protection or other indemnity protection from liability, it is
uncertain whether the Company's directors would continue to serve in such
capacities if improved protection from liability is not provided.

<PAGE>

The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty (which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director) or for violations of the federal securities laws. The
provisions also limit or indemnify against liability resulting from grossly
negligent decisions including grossly negligent business decisions relating to
attempts to change control of the Company.

The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance. One purpose of the provisions is to supplement the coverage provided
by such insurance.

The provisions diminish the potential rights of action which might
otherwise be available to shareholders by limiting the liability of officers and
directors to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of the Company in connection with any shareholders derivative action. However,
the provisions do not have the effect of limiting the right of a shareholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause the Company to rescind actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. If the Company is forced to bear
the costs for indemnification, the value of the Company stock may be adversely
affected. In the opinion of the securities and Exchange Commission,
indemnification for liabilities arising under the Securities Act of 1933 is
contrary to public policy and, therefore, is unenforceable.

CERTAIN TRANSACTIONS

Since the inception of the Company, Daniel DelGiorno, Sr., a director and
CEO of the Company, and Daniel DelGiorno, Jr., a director and President of the
Company, have periodically loaned funds to the Company without interest. At the
beginning of 1993, the Company owed the DelGiorno s jointly $881,057. During
1993, at various times, the DelGiorno s loaned an additional $1,419,088 to the
Company and received repayments of $2,107,027. At the end of 1993, the Company
owed a balance to the DelGiorno s of $193,118. The Company paid the balance of
the loans in 1994. For the year ending December 31, 1995, and through March 31,
1996, the Company has loaned approximately $434,000 in the aggregate to Daniel
Del Giorno, Sr. and Daniel Del Giorno, Jr. At March 31, 1996, the loan balance
was approximately $391,000. The loans are payable on demand and bear no
interest. See Executive Compensation and Security Ownership of Certain
Beneficial Owners and Management, regarding grants of stock and options to
Directors and Officers.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of July 15, 1996,
with respect to the beneficial ownership of the Company's Common Stock by all
persons known by the Company to be the beneficial owners of more than 5% of its
outstanding shares of Common Stock, by directors who own Common Stock and all
officers and directors as a group:

Common Stock % of Outstanding
Name of Beneficial Owner Beneficially Owned Shares (2)
- ------------------------ ------------------- ------------------
<S> <C> <C>

Daniel Del Giorno, Sr. (1)(3)(4) 2,126,500 2.80%
Daniel Del Giorno, Jr. (1)(3)(4) 2,005,048 2.64%
Russell Pellicano (1)(5) 625,000 *
Jack S. Beige (1)(3) 150,000 *
Augustin Medina (1) 7,500 *
Ed Warman(1)(6) 1,235,000 1.63%
All Officers and Directors as a
Group (7 persons) (3,4,5,6) 6,199,048 8.16%
- -------

<FN>
* Less than 1%

(1) The address of the holder is 80 Orville Drive, Suite 200, Bohemia, New
York 11716.
(2) Based upon 75,998,997 shares deemed outstanding (73,138,997 shares
outstanding and 2,860,000 shares [includes outstanding options owned by
above named parties] deemed outstanding) as of July 15, 1996.
(3) Includes shares held by his spouse. Daniel Del Giorno, Jr. has majority
control of Tech Marketing Group which owns 174,048 shares.
(4) Includes 680,000 options (exercisable at $0.50 per share), and 600,000
options (exercisable at $1.50), all of which were subject to shareholder
approval of an increase in the authorized capital of the Company which was
approved on March 20, 1996, at the Annual Shareholders' Meeting.
(5) Includes 100,000 options (exercisable at $1.50 per share), which were
subject to shareholder approval of an increase in the authorized capital of
the Company which was approved on March 20, 1996, at the Annual
Shareholders' Meeting.
(6) Includes 200,000 options (exercisable at $1.50 per share) and 80,000
options (exercisable at $.50 per share; 40,000 of which are vested and
40,000 to vest ratably over two years), all of which were subject to
shareholder approval of an increase in the authorized capital of the
Company which was approved on March 20, 1996, at the Annual Shareholders'
Meeting..

</FN>
</TABLE>

<PAGE>

SELLING SECURITY HOLDERS

The registration statement of which this Prospectus forms a part covers the
registration of 30,830,325 shares of Common Stock (the "Shares").

These Shares are being offered by the following persons in the amounts set
forth below.

Common Stock Common Stock Common Stk. Option or Amt owned % of outstdg.
Beneficially Stock to be offered Warrant if all shares Common Stk
Owned To Be upon exercise Exercise offered to be owned if
Prior to Offered of options Price hereby all shares
Offering* Hereby or warrants are sold offered are
sold (1)
------------- ------------ ------------- --------- ------------ -------------

3 Village Development Corp. 10,000 10,000 0 0.00%
Aboyoun, Joseph 200,000 200,000 $1.25 0 0.00%
Alderman, Beth 6,000 3,000 3,000 $0.65 0 0.00%
Alderman, Beth,Cust. for Tieg, B. 4,000 2,000 2,000 $0.65 0 0.00%
Alderman, Beth, Cust.for Tieg, S. 2,000 1,000 1,000 $0.65 0 0.00%
Amerosi, Gerald 6,780 6,780 0 0.00%
Amico, Claudia 8,250 1,250 7,000 $1.50 0 0.00%
Amico, Maria 2,500 500 2,000 $1.50 0 0.00%
Amico, Nicki 1,500 500 1,000 $1.50 0 0.00%
Amigo Corp. 25,000 25,000 0 0.00%
Anes, Eileen 10,000 5,000 5,000 $0.65 0 0.00%
Anes, TTEEs, Anes Family Trust 30,000 15,000 15,000 $0.65 0 0.00%
Aronson, Eric J. 345,000 345,000 0 0.00%
Athans, Kathy 188,000 75,000 113,000 0.13%
Atrium Executive Center, Inc. 123,871 123,871 0 0.00%
Babbini, Stella 38,462 38,462 0 0.00%
Babington, Toni and Lowell 5,000 0 5,000 $0.65 0 0.00%
Barr, Jeffrey 16,512 16,512 0 0.00%
Barry, Matt 12,500 7,500 $1.50 5,000 0.01%
Beck, Morris & Hollis 3,389 3,389 0 0.00%
Beige, Carol 150,000 150,000 0 0.00%
Bellin, Bruce 3,389 3,389 0 0.00%
Belliveau, Robert TTEE 10,000 5,000 5,000 $0.65 0 0.00%
Berger, Howard 55,000 55,000 0 0.00%
Berk, Lawrence 10,504 10,504 0 0.00%
Bermuda Capital Partners 85,000 85,000 $2.21/2.43 0 0.00%
Berrio, Betty 2,000 2,000 $1.50 0 0.00%
Biggs, Jeremy 51,250 25,000 26,250 $1.00/1.25 0 0.00%
Bilello, Frances 3,389 3,389 0 0.00%
Blake, Ronald 1,000 1,000 $0.65 0 0.00%
Blum, Jennifer 47,333 47,333 0 0.00%

<PAGE>

Bonomi, Lou., Eva,TTEE 1-28-94 169,231 169,231 0 0.00%
BR, Inc. 50,000 50,000 $1.50 0 0.00%
Bradford, Randy 25,000 25,000 $0.81 0 0.00%
Brown, George 12,000 6,000 6,000 $0.65 0 0.00%
Cameron, Robt,LouiseTTEE,5-1-84 15,385 15,385 0 0.00%
Canfield, Alfred 76,923 76,923 0 0.00%
Carol Corp. 100,000 100,000 $1.50 0 0.00%
Cart, Charles W. 50,000 50,000 0 0.00%
Carter, Judy 167,900 76,400 91,500 0.10%
Cella, Robert 750 750 $0.65 0 0.00%
Cooper, Guy 31,512 31,512 0 0.00%
Coppola, Anthony 56,250 6,250 50,000 $1.50 0 0.00%
Croan,Kenneth, Carolyn JTWROS 30,769 30,769 0 0.00%
Cronn, James 7,692 7,692 0 0.00%
D & M Insurance Advisors, Inc. 300,000 300,000 $0.50 0 0.00%
D'Orio, James 20,000 20,000 $1.25 0 0.00%
Damara Corp. 10,000 10,000 1.25/.65 0 0.00%
Dashow, Sharon & Michael 5,888 5,888 0 0.00%
DBMS Consult, Inc. 300,000 300,000 $1.50 0 0.00%
Dean Witter R. C/F R.SpertellIRA 100,000 100,000 0 0.00%
deGruchy, William 26,000 25,000 1,000 $1.00 0 0.00%
Delarue, David 15,385 15,385 0 0.00%
DelGiorno, Michael 57,000 57,000 0 0.00%
Delisi, David 22,605 21,605 $0.01 1,000 0.00%
DePrima, Christopher 283,750 125,000 $1.25 158,750 0.18%
Desmond, Michael 20,000 20,000 0 0.00%
Deutsch, Charles & Susan 1,696 1,696 0 0.00%
Devine Computer Consulting, Inc. 100,000 100,000 $1.50 0 0.00%
Disert, Fred, D. 2,000 1,000 1,000 $0.65 0 0.00%
Donagan, Patrick 12,500 12,500 0 0.00%
Droesch IRA Trust 2,500 2,500 $0.65 0 0.00%
Dunnigan, Earl 5,000 5,000 0 0.00%
Dunnigan, Kevin 360,000 60,000 300,000 $.25/.38 0 0.00%
Dunnigan, Ralph 20,000 20,000 0 0.00%
Dunnigan, Shawn 20,000 20,000 0 0.00%
Eaken, Ken 50,000 50,000 $0.81 0 0.00%
Empire Capitol Inc. 400,000 400,000 $0.50 0 0.00%
Engesser, Daniel 15,692 15,692 0 0.00%
Engesser,DanlSEP/IRA,1st Trst NA 25,000 25,000 0 0.00%
Epstein, Jeff 100,000 100,000 $0.50 0 0.00%
Equity Group, Inc. 128,147 17,651 110,496 $2.00 0 0.00%
Esposito, Aldo 122,334 47,334 $1.50 75,000 0.08%
ET Consulting 25,000 25,000 $1.50 0 0.00%

<PAGE>

Feit, Denise Anne 3,389 3,389 0 0.00%
Ferzli, Dr. George, S. 3,389 3,389 0 0.00%
Fletcher Capital Inc.+ 360,000 360,000 $0.35 0 0.00%
Flics, Seymour 10,000 10,000 $1.25/.65 0 0.00%
Forster, Margaret 38,462 38,462 0 0.00%
Friedman, Richard 75,000 75,000 $1.25 0 0.00%
Fundex Capital Corp. 3,389 3,389 0 0.00%
Galloway, Bruce 55,039 55,039 0 0.00%
Gardez La Foi, Inc. 50,000 50,000 0 0.00%
Gatraer, Herbert & Leatrice 3,389 3,389 0 0.00%
Gentzler, Stanley K. 10,000 10,000 0 0.00%
Giamanco, Joseph 88,043 88,043 0 0.00%
Gimbel, Roger 65,000 65,000 $.65/$1.25 0 0.00%
Glaser, Dr. Jordan, B. 1,696 1,696 0 0.00%
Glaser, Dr. Jordan, B. Pens. Plan 3,389 3,389 0 0.00%
Glaser, Jordan C/F ZoeAlex. Glaser 1,696 1,696 0 0.00%
Glaser, Lawrence & Karen 717,054 717,054 0 0.00%
Glaser, Randy Y. C/F Maxie Glaser 1,696 1,696 0 0.00%
Glaser, Randy Yudenfriend 1,696 1,696 0 0.00%
Golden Charter, Ltd 45,000 45,000 0 0.00%
Golden, Jeffrey 3,389 3,389 0 0.00%
Golden, Roy, K. 10,000 10,000 $0.65 0 0.00%
Graff, Steven 10,714 10,714 0 0.00%
Graham, Opal 38,462 38,462 0 0.00%
Greco, Al 12,500 12,500 0 0.00%
Gross, Sharon 3,389 3,389 0 0.00%
Guido, Joseph 12,000 6,000 6,000 $0.65 0 0.00%
Gusman Corp. 25,000 25,000 $1.50 0 0.00%
Hausman, John 95,196 95,196 0 0.00%
Havon Funding, L.P. 762,221 762,221 0 0.00%
Hayes, Michael 76,000 76,000 $1.25/1.00 0 0.00%
Helstab, Frank 45,000 20,000 25,000 $1.25 0 0.00%
Hirsch, Herbert 20,000 20,000 $0.65 0 0.00%
Hoffman, W. , Howard 10,000 5,000 5,000 $0.65 0 0.00%
Holmes, Carlynne, L.TTEE 10,000 10,000 $0.65 0 0.00%
Hooper, Herbert 4,500 4,500 0 0.00%
Horjus, Peter 3,062 3,062 0 0.00%
Ingoglia, Charles 112,500 112,500 $1.25 0 0.00%
Innovative Capital, Inc. 200,000 200,000 $0.50 0 0.00%
Isaacson, Lawrence, M. 3,389 3,389 0 0.00%
Itzkowitz, Louis 3,389 3,389 0 0.00%
Jack, David+ 11,000 11,000 $1.80/1.00 0 0.00%
Jennings, Malcolm 220,000 220,000 $1.25/1.50 0 0.00%

<PAGE>

Joseph Stevens, Inc. 385,000 385,000 $0.35 0 0.00%
Kabbash, Doug 45,000 45,000 $0.25 0 0.00%
Kabbash, Mark 319,722 184,722 135,000 $0.25 0 0.00%
Kabbash,Mark TTEE Christina 45,000 45,000 $0.25 0 0.00%
Kabbash, Mark TTEE Karina 5,000 5,000 $0.25 0 0.00%
Kabbash, Matthew 45,000 45,000 $0.25 0 0.00%
Kaemmlein, Hans 297,500 37,500 100,000 $.50/$1.50 160,000 0.18%
Karas, Katherine 25,000 25,000 $1.12 0 0.00%
Karazoulas, Gregory 3,240 3,240 $0.65 0 0.00%
Katz, Bruce 76,000 1,000 $1.00 75,000 0.08%
Katz, Kenneth 25,667 25,667 0 0.00%
Kazdan, Leonard & Ruth 2,000 1,000 1,000 $0.65 0 0.00%
Kelly, Tom 2,000 2,000 0 0.00%
Kilborn, William 2,000 2,000 $0.65 0 0.00%
Kinsey, Claude 511,500 360,000 151,500 0.17%
Kinsey, Daniel B 1,540,000 300,000 $0.50 1,240,000 1.38%
Kissam, William, H. 110,000 110,000 $.65/1.25 0 0.00%
Klase,JohnW Rev FamTrst10-29-91 38,462 38,462 0 0.00%
Kleiman, Steven 5,504 5,504 0 0.00%
Kleiner, Morton, J. 3,389 3,389 0 0.00%
Koffman,Martin,M,TTEE 01-27-92 76,923 76,923 0 0.00%
Kojac, Michael, J., Jr. 3,389 3,389 0 0.00%
Korin, Joseph & Claire 10,170 10,170 0 0.00%
Korin, Ted 6,780 6,780 0 0.00%
Langton, Michael 25,000 25,000 $1.25 0 0.00%
LB Partners, L.P. 210,077 210,077 0 0.00%
Lee, Mankit 8,218 7,218 $0.01 1,000 0.00%
Lee, Michael 6,000 3,000 3,000 $0.65 0 0.00%
Leedy, Elaine 38,462 38,462 0 0.00%
Legat, Joseph & Joan 10,000 5,000 5,000 $0.65 0 0.00%
Leibowitz, Austin 10,000 5,000 5,000 $0.65 0 0.00%
Lemery, Meaghan 2,000 2,000 0 0.00%
Leuly, Scott 7,500 7,500 0 0.00%
Linksman, Judith Pension Plan 3,389 3,389 0 0.00%
Lipton, Morris 5,000 5,000 $0.65 0 0.00%
Lispec, Ltd. 89,225 58,175 31,050 $0.65 0 0.00%
Loberg, Jaclyn 7,650 7,650 0 0.00%
Loos, John 174,963 174,963 0 0.00%
Lyons, Jason 52,519 52,519 0 0.00%
M & J Consultants Corp.+ 190,000 190,000 $0.65 0 0.00%
Magliocco, Ambrose 7,500 7,500 0 0.00%
Maize, Robert & Helen 38,462 38,462 0 0.00%
Malhotra, Neema & Vino 44,031 44,031 0 0.00%

<PAGE>

Mann, Robert 25,000 25,000 $1.12 0 0.00%
Market Analysis, Inc. 50,000 50,000 0 0.00%
Market Makers, Inc. + 30,000 30,000 $2.56 0 0.00%
Markus, Joseph + 1,425,000 1,425,000 $.50 0 0.00%
Mastora, George 49,470 49,470 0 0.00%
Mazzeo, Gregory, F. 362,500 362,500 0 0.00%
Mazzola, Johanna, F. 750 750 $0.65 0 0.00%
McDaniel, Karen 8,000 8,000 $1.25/1.80 0 0.00%
McDaniel, Scott 8,000 8,000 $1.25/1.80 0 0.00%
Merit Technology , Inc. 1,672,476 1,672,476 0 0.00%
Merit Technology, Inc.+ 100,000 100,000 0 0.00%
Messier Mgmt. Int., Inc. 100,000 100,000 $0.25 0 0.00%
Messier, Doug 47,333 47,333 0 0.00%
Messier, Mark 97,334 47,334 50,000 $1.50 0 0.00%
Messier, Paul 97,333 47,333 50,000 $1.50 0 0.00%
Metzger, Irv & Marcia 3,389 3,389 0 0.00%
Miller, Bradford C. 2,000 2,000 0 0.00%
Miller, Bradford H. 140,077 140,077 0 0.00%
Miller, James, Stuart 5,000 5,000 $0.65 0 0.00%
Miller, Tracy C. 5,500 5,500 0 0.00%
Mistretta, Lisa 2,000 2,000 $1.50 0 0.00%
Moeller, Adrienne & Joel , JT 38,462 38,462 0 0.00%
Monetary Advancement Int'l Inc. 35,000 35,000 0 0.00%
Morean Ass. MDPC REPP&T1984 12,000 12,000 0 0.00%
Morkner, Hans 400,000 400,000 $1.50 0 0.00%
Moss, Arthur 4,615 4,615 0 0.00%
Mulkey, David, A. TTEE 10,000 5,000 5,000 $0.65 0 0.00%
N&N Assoc.+ 50,000 50,000 $1.50 0 0.00%
Napolitan, Debra, J. 10,000 5,000 5,000 $0.65 0 0.00%
Nebenzahl, Haskell, T. 105,039 105,039 0 0.00%
Nichols, James 220,077 220,077 10,000 $0.50 0 0.00%
Nielsen, Pamela 3,389 3,389 0 0.00%
Niess, John 15,385 15,385 0 0.00%
Northeast Analysis Services, Inc. 50,000 50,000 $1.12/1.50 0 0.00%
Nystrom, Bob 2,500 2,500 $1.25 0 0.00%
O'Mahoney, Elena 2,000 2,000 $1.50 0 0.00%
Ocean Consulting, LLC 400,000 400,000 $1.50 0 0.00%
Orenstein, Jacqueline & Lee 200 100 100 $0.65 0 0.00%
Palazzolo, Thomas 10,000 10,000 0 0.00%
Parodi, Dan 8,225 8,225 $1.08 0 0.00%
Parry, Catherine, King 5,504 5,504 0 0.00%
Patrick Murphy Advertising, Inc. 178,737 178,737 0 0.00%
Pedersen, Edvin 38,462 38,462 0 0.00%

<PAGE>

Peierls, Brian Eliot 156,848 156,848 0 0.00%
Peierls, E., Jeffrey 191,060 191,060 0 0.00%
Perot Systems Corporation+ 2,750,000 2,750,000 $2.56 0 0.00%
Phase Two Strategy, Inc. 27,978 27,978 0 0.00%
Potter, Robert 285,000 285,000 $0.65 0 0.00%
Price, Carl 10,000 10,000 $0.65 0 0.00%
Probitas Fund LP 354,918 354,918 0 0.00%
Probitas Offshore Fund, L.P. 254,918 254,918 0 0.00%
Puntillo, Richard 3,389 3,389 0 0.00%
Racanelli, Martin 100,000 100,000 $0.25 0 0.00%
Raje, Inc. 100,000 100,000 $0.50 0 0.00%
Ramsey, Eric, G., Jr. 10,000 5,000 5,000 $0.65 0 0.00%
Ramsey, Eric, G., Sr. 91,032 10,000 81,032 $0.50 0 0.00%
Ramsey, Eric, G. TTEE 14,975 14,975 0 0.00%
Ray Dirks, Inc. 275,000 275,000 $0.25 0 0.00%
Reisender, Glenn & Michelle 1,696 1,696 0 0.00%
Reprints, Inc. 53,021 53,021 0 0.00%
Richard, Peter 5,000 2,500 2,500 $0.65 0 0.00%
Rippy, David 63,023 63,023 0 0.00%
Rome, David 10,000 2,000 8,000 $1.00/1.80 0 0.00%
Rosen, Jill 22,015 22,015 0 0.00%
Rosen, True, C. 11,008 11,008 0 0.00%
Rubenstien, Amy 1,696 1,696 0 0.00%
Rubin, Raymond 10,000 5,000 5,000 $0.65 0 0.00%
Rubino, Phyllis 1,000 1,000 $1.50 0 0.00%
Rush, Neutrice 4,000 2,000 2,000 $0.65 0 0.00%
Russell, Robert 36,752 36,752 0 0.00%
S. Nevada Cons. 133,737 88,737 45,000 $0.50 0 0.00%
S.J. & Assoc. Inc.+ 2,000,000 2,000,000 $1.50 0 0.00%
Sablotsky, David & Mildred 3,389 3,389 0 0.00%
Sablotsky, Steven & Noreen 3,389 3,389 0 0.00%
Saffores, Gregory 30,769 30,769 0 0.00%
Sanders, David, H. 60,000 60,000 $0.65 0 0.00%
Sands, Jack 25,000 25,000 $0.50 0 0.00%
Santiate, Vincent 67,000 67,000 $0.65 0 0.00%
Sarama, Edward 4,108 4,108 0 0.00%
Sarama, Edward TTEE 1,325 1,325 0 0.00%
Scheibel, Gael 27,778 27,778 0 0.00%
Scheibel, J. Austin 55,556 55,556 0 0.00%
Scheibel, J., Austin & Gael 55,556 55,556 0 0.00%
Schellinger Construction Co. Inc. 15,385 15,385 0 0.00%
Schellinger, Al 15,385 15,385 0 0.00%
Schnipper, Jeffrey 73,527 73,527 0 0.00%

<PAGE>

Schulz, Harold, P. 43,000 43,000 0 0.00%
Schwartz, Howard 6,000 6,000 $1.80 0 0.00%
Seabreeze Consulting Agency+ 20,000 20,000 $1.50 0 0.00%
Segal, Josh 105,000 105,000 $1.25 0 0.00%
Sherman, Rana TTEE 38,462 38,462 0 0.00%
Small, Martin & Judy 3,389 3,389 0 0.00%
Software Marketing Corp. 379,202 6,202 35,000 $0.65 338,000 0.38%
Software Publishing Corp. 2,788,073 2,788,073 0 0.00%
Software Pub. Corp. contingency+ 557,615 557,615 0 0.00%
Specce, John 6,666 3,333 3,333 $0.65 0 0.00%
Spiera, Harry & Marilyn 3,389 3,389 0 0.00%
Spinoso, Gerard, C. 3,389 3,389 0 0.00%
Steinback, G., TTEE Trust 7-27-82 76,923 76,923 0 0.00%
Strateg Growth Int.+ 400,000 400,000 $4.63 0 0.00%
Sullivan, Don 10,714 10,714 0 0.00%
Sweet, Donald, J. 5,000 5,000 $0.65 0 0.00%
Swenson, Harley 15,000 15,000 0 0.00%
Taylor, Norman Robert 166,100 141,100 25,000 $0.50 0 0.00%
Tempest Systems, Inc. 28,846 28,846 0 0.00%
Tennant Foundation 153,846 153,846 0 0.00%
Thoms, Wm & Paula Delhanty JT 56,923 56,923 0 0.00%
Twersky, Ruth Lee 5,000 2,500 2,500 $0.65 0 0.00%
VanWyhe,Vic&D.TTEE 06-11-93 38,462 38,462 0 0.00%
Warman, Edward (2) 1,315,000 1,035,000 280,000 0.31%
Washington, Barb 2,000 2,000 $1.50 0 0.00%
Wechter, Dana 7,143 7,143 0 0.00%
Wechter, Kevin 38,234 38,234 0 0.00%
Wechter, Randy 7,143 7,143 0 0.00%
Weinberg, Joseph 54,022 54,022 0 0.00%
Weinstein, Marleena 11,008 11,008 0 0.00%
Werman, Aaron 667,859 667,859 0 0.00%
Werman, Robert & Golda 51,115 51,115 0 0.00%
West Brand & Co 31,250 31,250 0 0.00%
White, Michael J. Trust 118,948 72,413 45,000 $0.50 0 0.00%
Whittington, J. , Richard 5,000 5,000 $0.65 0 0.00%
Widder, Arnold 50,000 50,000 0 0.00%
Wischmeyer, Paul 272,531 272,531 0 0.00%
Wolf, Peter 205,039 205,039 0 0.00%
Woloschek, Douglas 10,000 10,000 0 0.00%
Wolovnick - IRA 7,666 3,833 3,833 $0.65 0 0.00%
Wolovnick, Jared 6,000 3,000 3,000 $0.65 0 0.00%
Wolovnick, M. & Assoc. DCPP 5,500 2,750 2,750 $0.65 0 0.00%
Wolovnick, Marvin 7,500 7,500 $0.65 0 0.00%
Wolovnick, Marvin Keogh Plan 2,500 1,250 1,250 $0.65 0 0.00%
Wolovnick, Marvin & Assoc. PSP 8,334 4,167 4,167 $0.65 0 0.00%
Young, Fred TTEE J .B Miller 1,000 1,000 $0.65 0 0.00%
Yudenfriend, Florence 3,389 3,389 0 0.00%
Yudenfriend, Richard 13,470 13,470 0 0.00%
Zaiss,HermanTTEE FamTr041695 11,008 11,008 0 0.00%
33,529,824 16,524,776 14,305,549 2,688,750 2.98%

<FN>
* Includes shares issuable upon exercise of options/warrants

(1) Based on 94,433,981 shares deemed outstanding if all options/warrants being
registered are earned and are exercised.
(2) Ed Warman is Executive Vice President, Products and Services

+ Subject to performance or other contingency

</FN>
</TABLE>

<PAGE>

The securities offered hereby may be sold from time to time directly by the
Selling Security holders. Alternatively, the Selling Security holders may from
time to time offer such securities through broker-dealers acting as agents for
the Selling Security holders or to broker-dealers who may purchase the Selling
Security holders securities as principals and thereafter sell such securities
from time to time in the over-the-counter market, in negotiated transactions, or
otherwise. The distribution of securities by the Selling Security holders may be
effected in one or more transactions (which may include block transactions by or
from the account of the Selling Security holders) that may take place on the
over-the-counter market, including ordinary broker's transactions,
privately-negotiated transactions, through the writing of options on the Selling
Security holders securities, through sales to one or more broker-dealers for
resale of such shares as principals, through a combination of such methods of
sale or otherwise, at fixed prices, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Security holders in connection with such
sales of securities. The Selling Security holders and intermediaries through
whom such securities are sold may be deemed "underwriters" within the meaning of
the Act with respect to the securities offered, and any profits realized or
commissions received might be deemed to be underwriting discounts and
commissions under the Act. If the Selling Securityholder sells its securities,
or options thereon, pursuant to this Prospectus at a fixed price or at a
negotiated price which is, in either case, other than the prevailing market
price or in a block transaction to a purchaser who resells, or if the Selling
Securityholder pays compensation to a broker-dealer that is other than the usual
and customary discounts, concessions or commissions, or if there are any
arrangements either individually or in the aggregate that would constitute a
distribution of the securities, a post-effective amendment to the Registration
Statement of which this Prospectus is a part would need to be filed and declared
effective by the SEC before such Selling Securityholder could make such sale,
pay such compensation or make such a distribution.

<PAGE>

any, the purchase price paid by any underwriter for shares purchased from the
Selling Security holders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers, and the proposed selling price to the public.

Under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
the regulations thereunder, any person engaged in a distribution of the
securities of the Company offered by this Prospectus may not simultaneously
engage in market-making activities with respect to such securities of the
Company during the applicable "cooling off" period (nine days) prior to the
commencement of such distribution. In addition, and without limiting the
foregoing, the Selling Security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including without
limitation, rules 10b-2, 10b-6 and 10b-7, in connection with transactions in
such securities, which provisions may limit the timing of purchases and sales of
such securities by the Selling Security holders.

Sales of securities by the Selling Security holders or even the potential
of such sales would likely have an adverse effect on the market prices of the
securities offered hereby. As of the date of this Prospectus, including the
securities registered in this Registration Statement and the registration
statements filed in regard to shares or shares issuable upon exercise of options
for employees, and if all such options and warrants are ultimately earned and
are exercised, the freely tradeable securities of the Company (the "public
float") will be approximately 88,430,000 shares of Common Stock.

PLAN OF DISTRIBUTION

The securities offered hereby may be sold from time to time directly by the
Selling Security holders. Alternatively, the Selling Security holders may from
time to time offer such securities through underwriters, dealers or agents. The
distribution of securities by the Selling Security holders may be effected in
one or more transactions that may take place in the over-the-counter market,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of such shares as
principals, including the Underwriter, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions maybe paid by the Selling Security holders in connection with such
sales of securities. The Selling Security holders and intermediaries through
whom such securities are sold may be deemed "underwriters" within the meaning of
the Securities Act with respect to the securities offered, and any profits
realized or commissions received may be deemed underwriting compensation.

At the time a particular offer of securities is made by or on behalf of a
Selling Securityholder, to the extent required, a Prospectus will be distributed
which will set forth the number of shares being offered and the term of the
offering, including the name or names of any underwriters, dealers of agents, if
any, the purchase price paid by any underwriter for shares purchased from the
Selling Securityholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, and the proposed selling price to the public.

Under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
the regulations thereunder, any person engaged in a distribution of the
securities of the Company offered by this Prospectus may not simultaneously
engage in market-making activities with respect to such securities of the
Company during the applicable "cooling off" period (nine days) prior to the
commencement of such distribution. In addition, and without limiting the
foregoing, the Selling Security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including without
limitation, Rule 10b-6 and 10b-7, in connection with transactions in such
securities, which provisions may limit the timing of purchases and sales of such
securities by the Selling Security holders.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

As of July 15, 1996, the Company has 73,138,997 shares of Common Stock
outstanding. Of these shares approximately 50,600,000 shares are in the public
float. The 30,830,325 shares (including those issuable upon exercise of options
or warrants as discussed above) offered for sale in this Prospectus also will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, except for any shares purchased by an "affiliate" of the
Company (in general, a person who has a control relationship with the Company)
which will be subject to certain limitations of Rule 144 adopted under the
Securities Act. The remaining shares are deemed to be "restricted securities,"
as that term is defined under Rule 144 promulgated under the Securities Act. See
"Risk Factors-Shares Eligible for Future Sale".

In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the company (or persons whose shares are aggregated), who has owned restricted
shares of Common Stock beneficially for at lease two years is entitled to sell,
within any three-month period, a number of shares that does not exceed the
greater of 1% of the total number of outstanding shares of the same class or the
average weekly trading volume of the Company's Common Stock on all exchanges
and/or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the date on
which notice of the sale is filed with the Commission. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. A person who has
not been an affiliate of the Company for at least the three months immediately
preceding the sale and who has beneficially owned shares of Common Stock for at
least three years is entitled to sell such shares under Rule 144 without regard
to any of the limitations described above.

The Company also recently filed a registration statement under the
Securities Act covering shares of Common Stock reserved for issuance under the
Company's 1993 Stock Plans and the 1995 Stock Plan. Such registration statement
covered 12,926,350 shares and shares issuable upon exercise of options
(including 10,000,000 not currently granted, but authorized for grants in the
future pursuant to the 1995 Stock Incentive Plan as approved by the
shareholders) and automatically became effective upon filing. Shares registered
under such registration statement are subject to Rule 144 volume limitations
applicable to Affiliates, and will be available for sale in the open market,
unless such shares are subject to vesting restrictions with the Company.

In addition to the shares being registered, a substantial number of the
shares of restricted stock presently outstanding have been held at least two
years. Accordingly, such shares are eligible for resale pursuant to Rule 144 at
the rates and subject to the conditions discussed above, and the sale of any
substantial number of such shares in the public market including the shares
being registered, could adversely affect prevailing market prices following the
offering.

<PAGE>

DESCRIPTION OF SECURITIES

Common Stock

General. The Company has 150,000,000 authorized shares of common stock,
$.0001 par value (the "Common Stock"), 73,138,997 of which were issued and
outstanding as of July 15, 1996. All shares of Common Stock currently
outstanding are validly issued, fully paid and non-assessable, and all shares
which are the subject of this Prospectus, outstanding and/or when issued
pursuant to a valid exercise of options or warrants, will be validly issued,
fully paid and non-assessable.

Voting Rights. Each share of Common Stock entitles the holder thereof to
one vote, either in person or by proxy, at meetings of shareholders. The holders
are not permitted to vote their shares cumulatively. Accordingly, the holders of
more than fifty percent (50%) of the issued and outstanding shares of Common
Stock can elect all of the Directors of the Company. See "Principal
Shareholders."

Dividend Policy. All shares of Common Stock are entitled to participate
ratably in dividends when and as declared by the Company's Board of Directors
out of the funds legally available therefor. Any such dividends may be paid in
cash, property or additional shares of Common Stock. The Company has not paid
any dividends since its inception and presently anticipates that all earnings,
if any, will be retained for development of the Company's business and that no
dividends on the shares of Common Stock will be declared in the foreseeable
future. Any future dividends will be subject to the discretion of the Company's
Board of Directors and will depend upon, among other things, future earnings,
the operating and financial condition of the Company, its capital requirements,
general business conditions and other pertinent facts. Therefore there can be no
assurance that any dividends on the Common Stock will be paid in the future. See
"Dividend Policy".

Miscellaneous Rights and Provisions. Holders of Common Stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of the dissolution, whether voluntary or
involuntary, of the Company, each share of Common Stock is entitled to share
ratably in any assets available for distribution to holders of the equity of the
Company after satisfaction of all liabilities.

The Delaware General Corporation Law contains certain anti-takeover
provisions. Section 203 of the Delaware General Corporation Law provides, with
certain exceptions, that a Delaware corporation may not engage in any of a broad
range of business combinations with a person who owns 15% or more of the
corporation's outstanding voting stock (an "interested stockholder") for a
period of three years from the date that such person became an interested
stockholder unless: (i) the transaction resulting in a person's becoming an
interested stockholder, or the business combination is approved by the board of
directors of the corporation before the person becomes an interested
stockholder; (ii) the interested stockholder acquires 85% or more of the
outstanding voting stock of the corporation (excluding shares owned by persons
who are both officers and directors of the corporation, and shares held by
certain employee stock ownership plans); or (iii) the business combination is
approved by the corporation's board of directors and by the holders of at least
66 2/3% of the corporation's outstanding voting stock at an annual or special
meeting, excluding shares owned by the interested stockholder.

<PAGE>

Transfer Agent and Registrar

The transfer agent and registrar for the Company's Common Stock is
Manhattan Transfer Registrar Company, P. O. Box 361, Holbrook, New York 11741.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for the Company by the law firm of Daniel B. Kinsey, P. C. Mr.
Kinsey owns 180,000 shares of Common Stock and options exercisable for 1,360,000
shares.

EXPERTS

The audited financial statements of the Company as of December 31, 1994 and
1995, and for each of the three years in the period then ended, are included
herein and in the registration statement in reliance upon the report of Grant
Thornton LLP, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 under the Securities Act of
1933, as amended, with respect to the Common Stock. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and such Common
Stock, reference is made to the Registration Statement and the exhibits and
schedules filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document filed as an exhibit to the
Registration Statement are not necessarily complete, and in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each statement being qualified in all respects by
such reference. The Registration Statement, including the exhibits and schedules
filed therewith, may be inspected without charge at the Commission's principal
offices at 450 Fifth Street, N.W. Washington, D.C. 20549 and its Regional
Offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New
York, New York 19948. Copies of such materials may be obtained upon written
request from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

Page
----

Report of Independent Certified Public Accountants F-1
Consolidated Balance Sheets as of December 31, 1995 and 1994 F-2
Consolidated Statements of Operations for the
years ended December 31, 1995, 1994 and 1993 F-3
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1995, 1994 and 1993 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 F-5
Notes to Consolidated Financial Statements F-6
Condensed Consolidated Balance Sheets as of March 31, 1996
and December 31, 1995 (unaudited) FQ-1
Condensed Consolidated Statements of Operations for the
Three Months ended March 31, 1996 and 1995 (unaudited) FQ-2
Condensed Consolidated Statements of Cash Flows for the Three Months
ended March 31, 1996 and 1995 (unaudited) FQ-3
Notes to Condensed Consolidated Financial Statements (unaudited) FQ-4

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Computer Concepts Corp.

We have audited the accompanying consolidated balance sheets of Computer
Concepts Corp. and subsidiaries (the "Company") as of December 31, 1995 and
1994, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, the Company's liquidity has been adversely affected by
the cumulative net losses incurred through December 31, 1995. Subsequent to
year-end, equity and debt placements have improved the Company's liquidity;
however, the Company will eventually need to generate positive cash flows from
operations in order to decrease its dependency on cash flows from financing
activities.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Computer Concepts
Corp. and subsidiaries as of December 31, 1995 and 1994, and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As described in Note 4, the accompanying 1993 consolidated financial statements
were restated. These financial statements, both prior to and after restatement,
were originally audited by other independent auditors.

/s/ Grant Thornton LLP

GRANT THORNTON LLP
Melville, New York
April 12, 1996

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of December 31, 1995 and 1994
(in thousands, except share data)

ASSETS 1995 1994
---- ----
<S> <C> <C>

CURRENT ASSETS:
Cash and cash equivalents $ 579 $ 501
Accounts receivable, net of allowance for
doubtful accounts of $539 and $532 in
1995 and 1994, respectively 4,475 3,680
Advances to officers 385 114
Inventories 123 214
Prepaid expenses and other current assets 413 605
------- -------
Total current assets 5,993 5,114

PROPERTY AND EQUIPMENT, net 1,579 1,704

SOFTWARE COST,net (including $450 and $3,721
held for sale in 1995 and 1994, respectively) 2,950 6,769

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED,
net of accumulated amortization of $3,345 and $484
in 1995 and 1994, respectively 5,425 7,821

OTHER ASSETS 134 201
------- -------
$16,081 $21,609
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses $4,047 $5,126
Current portion of long-term debt 359 119
Deferred revenues 4,585 3,459
------- -------
Total current liabilities 8,991 8,704

DEFERRED REVENUES 281 371

LONG-TERM DEBT 800 695

COMMON STOCK SUBJECT TO REDEMPTION 4,000 4,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

Common stock, $.0001 par value; 150,000,000
shares authorized; 57,475,000 shares
in 1995 and 34,233,000 shares in 1994,
issued and outstanding 6 3

Additional paid-in capital 52,406 39,895
Accumulated deficit (50,403) (32,038)
------- -------
2,009 7,860
Currency translation adjustment - (21)
Total shareholders' equity 2,009 7,839
------- -------
$16,081 $21,609
======= =======

<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1995, 1994 and 1993
(in thousands, except per share data)

1995 1994 1993
---- ---- ----
As Restated
(Note 4)
<S> <C> <C> <C>

REVENUES:
Software licenses and support $16,302 $13,695 $3,360
------- ------- -------
COSTS AND EXPENSES:
Cost of revenues and technical support 7,074 5,537 1,783
Research and development 1,270 521 606
Sales and marketing 9,166 5,850 3,092
General and administrative 8,191 7,936 5,892
Amortization and depreciation 4,104 2,452 924
Unusual charges 1,102 3,178 4,402
Reduction in carrying values of
long-lived assets 3,760 - -
------- ------- -------
34,667 25,474 16,699
======= ======= =======

OPERATING LOSS (18,365) (11,779) (13,339)

OTHER INCOME/(EXPENSE):

Losses on securities - (428) (167)

Other, net - - 56

NET LOSS $(18,365) $(12,207) $(13,450)

NET LOSS PER SHARE $(0.37) $(0.51) $(0.86)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 49,211 24,110 15,721

<FN>

See Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For
the Years Ended December 31, 1995, 1994, and 1993
(in thousands)

<TABLE>
<CAPTION>
Common Stock
---------------
Common Stock
Additional Currency Subject to Total
Paid-in Accumulated Translation Recission Deferred Shareholders'
Shares Amount capital Deficit Adjustment Offer Compensation Equity
--------- ------ ------- ----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

BALANCE, JANUARY 1,1993 13,053 $1 $10,006 $(6,381) $ - $(757) $(859) $2,010

Net proceeds from sales of
common stock 3,830 1 11,926 - - - - 11,927
Common stock issued for
services 2,807 - 7,365 - - - (2,731) 4,634
Shares issued for Softworks
acquisition 1,000 - 2,700 - - - - 2,700
Shares subject to rescission
offer - - - - - 757 - 757
Amortization of deferred
compensation agreements - - - - - - 3,590 3,590
Net loss - As restated (Note 4) - - - (13,450) - - - (13,450)
------- ------- ------- -------- ------- ------- ------- --------

BALANCE, DECEMBER 31, 1993 20,690 2 31,997 (19,831) - - - 12,168

Net proceeds from sales of
common stock 5,189 - 2,411 - - - 2,411
Common stock and options
issued for services 375 - 1,011 - - - 1,011
Stock issued for business and
asset acquisitions 7,979 1 4,476 - - - 4,477
Currency translation
adjustment - - - (21) - - (21)
Net loss - - - (12,207) - - - (12,207)
------- ------- ------- -------- ------- ------- ------- --------

BALANCE, DECEMBER 31, 1994 34,233 3 39,895 (32,038) (21) - - 7,839
Net proceeds from sales of
common stock and warrants 20,886 3 8,864 - - - 8,867
Common stock and options
issued for services 2,137 - 3,234 - 3,234
Common stock and options
issued for settlement of
trade payables 219 - 413 413
Currency translation
adjustment 21
Net loss - - - (18,365) - - - (18,365)
------- ------- ------- -------- ------- ------- ------- -------
BALANCE, DECEMBER 31,1995 57,475 $ 6 $52,406 $(50,403) $ - $ - $ - $ 2,009
======= ======= ======= ======== ======= ======= ======= =======

<FN>
See Notes to Consolidated Financial Statements.

</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
(in thousands)

1995 1994 1993
---- ---- ----
As Restated
(Note 4)
<S> <C> <C> <C>

OPERATING ACTIVITIES:
Net loss $(18,365) $(12,207) $(13,450)
Adjustments to reconcile net
loss to net cash used in
operating activities:

Amortization and depreciation:
Software costs 1,924 1,276 424
Property and equipment 672 599 108
Deferred compensation - - 1,355
Excess of cost over fair value
of net assets acquired 1,480 577 355
Other 28 - 37
Provision for doubtful accounts 7 400 24
Common stock and options issued
for services 3,234 1,011 2,862
Non-cash unusual charges 269 3,178 4,115
Reduction in carrying values of
long-lived assets 3,760 - -
Loss on investment in securities - 428 167
Changes in operating assets and
liabilities, net of effect of
acquisitions:
Accounts receivable (802) (1,924) (691)
Inventories 91 (146) (56)
Prepaid expenses and
other current assets 174 (83) (56)
Other assets 39 111 (241)
Accounts payable and
accrued expenses (998) 1,408 951
Deferred revenues 1,036 (1,807) 888
------- ------- ------
Net cash used in
operating activities (7,451) (7,179) (3,208)

INVESTING ACTIVITIES:
Capital expenditures (547) (1,541) (169)
Software development and
technology purchases (545) (75) (631)

Net change in advances
to officers (271) 232 (580)
Capitalization of
software development costs - (96) (706)
Net investments in marketable
securities - 2,165 (256)
Acquisition of DBopen, net of
cash acquired - (207) -
Acquisition of Softworks,
net of cash acquired - - (1,432)
Additional consideration for
Softworks acquisition (320) - -
------- ------- ------
Net cash (used in) provided by
investing activities (1,683) 478 (3,774)
------- ------- ------

FINANCING ACTIVITIES:

Net proceeds from sales of common
stock and options 8,867 2,411 11,927
Net change in long-term debt 345 150 36
Repayment of loans payable to
shareholders, net - (193) (645)
------- ------- -------
Net cash provided by financing
activities 9,212 2,368 11,318
------- ------- -------

INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 78 (4,333) 4,336
CASH AND CASH EQUIVALENTS,
beginning of year 501 4,834 498
------- ------- --------
CASH AND CASH EQUIVALENTS, end of year $579 $ 501 $ 4,834
======= ======= ========
<FN>

See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>

1. BUSINESS MATTERS AND LIQUIDITY

Computer Concepts Corp. and subsidiaries (the "Company") design, develop,
market and support information delivery software products, including end-user
data access tools for use in personal computer and client/server environments,
and systems management software products for corporate mainframe data centers.

The Company does not maintain a credit facility with any financial
institution. These uses of cash have been essentially funded through the
issuance of the Company's common stock. Although the Company's liquidity
position at December 31,1995 has been adversely affected by the aforementioned
factors, additional equity placements during the year then ended have mitigated
these factors. During the year ended December 31, 1995, net proceeds from the
sale of common stock and options were $8,867,000. Subsequent to December 31,
1995, through March 31,1996, the Company sold 1,015,000 shares of its common
stock in private placements, netting proceeds of approximately $1,700,000. In
addition, the Company received approximately $1,700,000 (net of commissions and
fees) for the sale of convertible debentures. On or about April 15, 1996, the
Company expects to receive additional net cash proceeds of $2,700,000
(unaudited) in the form of a convertible debenture subject to the Company's
filing of its 1995 Annual Report on Form 10-K. With this additional contemplated
cash infusion of $2,700,000 (unaudited), the Company believes that its cash
position will be sufficient to adequately maintain its operations through March
31, 1997. Ultimately, however, positive cash flows from operations will be
necessary in order to curtail the Company's reliance on equity placements. At
April 10, 1996, the Company had cash and cash equivalents of approximately $
3,320,000 (unaudited).

To achieve positive cash flows from operations, management has initiated a
series of cost saving measures, which include reductions in staffing,
advertising and marketing costs. The Company has also substantially closed down
its Superbase operations. Management's plans are centered on the successful
exploitation of its d.b.Express product. The Company has entered into
development or license agreements in the second and third quarters of 1995 with
Oracle, IBM, Dell Computers and Information Builders, Inc., and a sales and
marketing agreement with Perot Systems Corporation in December 1995. These
agreements do not contain any sales commitments. To date, revenues from current
versions of d.b.Express, from such agreements have been insignificant.
Management expects that future revenues will support the carrying value of the
capitalized software development costs pertaining to d.b.Express of $1,368,000
at December 31, 1995. Management believes that the successful implementation of
cost saving measures and the planned exploitation of its d.b.Express technology
will eventually enable the Company to achieve positive cash flows from
operations. The long-term success of the Company, under its existing business
plan, is dependent upon the company's ability to generate material d.b.Express
sales revenues.

Additional equity placements may be necessary in the future in order to
exploit the d.b. Express product. At the Company's annual meeting on March 20,
1996, its shareholders approved an increase in the number of authorized common
shares from 60,000,000 to 150,000,000. The December 31, 1995 balance sheet
reflects this increase in the authorized number of common shares.

<PAGE>

1. BUSINESS MATTERS AND LIQUIDITY (continued)

In addition, management's plans include the intended sale of its Superbase
software technology asset. On an ongoing basis, management reviews the valuation
of this asset to determine possible impairment by comparing the carrying value
to the undiscounted future cash flows of the asset. In view of the Company's
inability to satisfactorily negotiate for the sale of such asset, coupled with
management's decision not to invest in the further development and marketing of
this product, the Company adjusted the carrying value of the software technology
asset to $450,000 at December 31, 1995, thereby resulting in an aggregate charge
to operations of $2,440,000 for the year then ended. Such carrying value of
$450,000 reflects the estimated net proceeds anticipated from the future sale of
the underlying software. There can be no assurances that the Company will be
successful in its attempt to sell such software technology asset and realize its
remaining carrying cost.

In the third quarter of 1995, certain new products pertaining to the
acquisition of Dbopen (see Note 3e) were introduced in the market. As a result
of limited sales and changing market conditions during the fourth quarter of
1995, it became apparent that significant additional expenditures would have to
be incurred in order to modify the Dbopen products to meet such changing market
conditions. In the opinion of management such additional costs would exceed the
projected benefits and the decision was made to discontinue the products.
Consistent with such business decision, the Company wrote-off the remaining
carrying value of its investment in Dbopen of $1,320,000 in the fourth quarter
of 1995.

Further, the Company is in the process of negotiating the sale of the net
assets of one of its wholly-owned subsidiaries, MapLinx, Inc. ("MapLinx").
Financial information pertaining to MapLinx as of December 31,1995, and for the
year then ended, is summarized below:

<S> <C>

Current assets $ 831,000
Total assets 1,520,000
Current liabilities 949,000
Total liabilities 963,000
Net assets 557,000
Net revenues 3,780,000
Net loss 508,000
</TABLE>

There can be no assurances that the Company will be successful in its attempt
to sell the net assets of MapLinx.

As described in Note 3b, the Company may be required to repurchase its common
stock for $4,000,000, payable in two equal installments of $2,000,000, pursuant
to the terms of an acquisition agreement. As further described in Note 3b, the
Company could be required to pay $2,000,000 of such amount immediately, upon the
demand of the holder, with the remaining balance due one year later. To date,
the holder has not exercised its repurchase option. In the event the holder
exercises this option and demands repurchase, the Company has received a firm
commitment from a third party to purchase, at market value, $2,000,000 of the
holder's stock.

In connection with the 1993 acquisition of Softworks, Inc. ("Softworks") the
Company is required to make additional contingent purchase consideration
payments to two of Softworks' former shareholders based upon certain product
revenues for the years 1995 through 1998, up to a maximum of $1,000,000 each,
for an aggregate maximum of $2,000,000. During the year ended December 31, 1995,
the Company incurred a liability of $405,000, ($320,000 of which was paid
through December 31, 1995) to the non-employee former shareholders, which has
been treated as additional consideration in connection with the acquisition and,
accordingly, included in the excess of cost over the fair value of net assets
acquired, as these individuals did not continue in the employment of the Company
subsequent to the acquisition. No other contingent payments have been made under
the terms of this agreement.

<PAGE>

1. BUSINESS MATTERS AND LIQUIDITY (continued)

The Company is a defendant in several lawsuits and class action claims as
described in Note 12e. Based on consultation with legal counsel, the Company and
its officers believe that meritorious defenses exist regarding the lawsuits and
claims and they are vigorously defending against the allegations. The Company is
unable to predict the ultimate outcome of these claims, which could have a
material adverse affect on the consolidated financial position and results of
operations of the Company. Accordingly, the financial statements do not reflect
any adjustments that might result from the ultimate outcome of these litigation
matters.

2. SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation

The consolidated financial statements include the accounts of Computer
Concepts Corp. and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

b. Revenue Recognition

License revenues are generally recognized at the time of delivery and
acceptance of software products, where collectibility is deemed probable and no
significant / insignificant obligations exist. Where realization of sale
proceeds is not deemed probable, license revenues are recognized on the
installment (cash) method following delivery. Revenues from product support
agreements are deferred and recognized ratably over the support period.
Consulting fees are recognized as services are performed.

c. Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line
basis over the estimated useful lives of the related assets. Leasehold
improvements are amortized over the lives of the respective leases or the
service lives of the related assets, whichever is shorter. Capitalized lease
assets are amortized over the shorter of the lease term or the service life of
the related assets.

d. Software Costs

Costs associated with the development of software products are capitalized
once technological feasibility is established. Purchased software technologies
are recorded at cost and software technologies acquired in purchase business
transactions are recorded at estimated fair value. Amortization of software
costs begins when products become available for customer release. Purchased
software technologies and software costs associated with the basic technology
development are amortized on a straight-line basis over the estimated economic
lives of the products, generally five years. Development costs associated with
specific versions of software are amortized over the estimated life of the
version, generally 12 to 18 months. Management evaluates whether these
intangible assets are impaired by comparing the net carrying value of the asset
to the undiscounted expected future cash flows to be generated by the asset.

e. Excess of Cost Over Fair Value of Net Assets Acquired

The excess of cost over fair value of net assets acquired in purchase business
transactions is amortized on a straight-line basis over periods ranging from
three to ten years. Impairment of the excess of cost over fair value of net
assets acquired is evaluated by comparing the estimated future undiscounted cash
flows from the related assets of the acquired business to the carrying amount of
such assets.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES( continued)

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ( "SFAS 121") that established accounting
standards for the impairment of long-lived assets, certain intangibles, and
goodwill related to those assets to be held and used, and for long-lived assets
and certain identifiable intangibles to be disposed of. SFAS 121 is required to
be adopted for fiscal years beginning after December 15, 1995. In accordance
with SFAS 121, it is the Company's policy to periodically review and evaluate
whether there has been a permanent impairment in the value of intangibles and
adjust the carrying value accordingly. Factors considered in the valuation
include current operating results, trends and anticipated undiscounted future
cash flows. Accordingly, the adoption of SFAS 121 is not expected to have a
significant effect on the consolidated financial statements of the Company.

f. Income Taxes

Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"), which requires recognition of deferred tax assets and
liabilities based on the differences between the financial and tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
differences are expected to reverse. The Company has recorded no provisions for
income taxes in the accompanying consolidated financial statements as a result
of incurred losses.

g. Net Loss Per Share

Net loss per share is based on the weighted average number of common shares
outstanding. Outstanding stock options, warrants and other potential stock
issuances have not been considered in the computation since the effect of their
inclusion would be antidilutive.

h. Segment Information

The Company is engaged in only one business segment, operating principally in
North America, during the years 1993 through 1995. Export revenues, made
principally to European distributors, approximated $2,732,000, $2,431,000 and $
1,696,000 in 1995, 1994 and 1993, respectively.

i. Cash and Cash Equivalents

The Company considers all investments with original maturities of three months
or less to be cash equivalents. The carrying amount of temporary cash
investments approximates the fair value because of the short maturity of those
instruments.

j. Accounting for Stock - Based Compensation

Adoption of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock - Based Compensation" ("SFAS 123") is required for fiscal years
beginning after December 15, 1995 and allows for a choice of the method of
accounting used for stock-based compensation. Entities may elect the "intrinsic
value" method based on APB No. 25, "Accounting for Stock Issued to Employees" or
the new "fair value" method, contained in SFAS 123. The Company intends to
implement SFAS 123 in 1996 by continuing to account for stock-based compensation
under the guidelines of APB 25. As required by SFAS 123, the pro forma effects
on net income (loss) and earnings (loss) per share will be determined as if the
fair value based method had been applied and disclosed in the notes to the
consolidated financial statements.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

k. Use of Estimates

In preparing consolidated financial statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the consolidated financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates made by management include the recoverability of the carrying values
of d.b.Express, Superbase and Maplinx, aggregating $2,375,000. It is reasonably
possible that events could occur during the upcoming year that could change such
estimates.

l. Reclassifications

Certain changes have been made to the 1994 and 1993 classifications to conform
to the 1995 presentation.

3. ACQUISITIONS

a. Softworks, Inc.

In October 1993, the Company completed the acquisition of all of the common
stock of Softworks, a privately held Maryland company founded in 1977, providing
systems management software products. The purchase price approximated
$5,700,000, which included $2,000,000 in cash and 1,000,000 shares of the
Company's restricted common stock, 500,000 shares of which were contingently
issuable upon realizing certain 1993 revenue goals. These goals were achieved
and the shares were issued. The acquisition has been accounted for using the
purchase method of accounting. Accordingly, assets and liabilities were recorded
at their fair values as of September 1, 1993, the effective date of the
acquisition, and the operations of Softworks have been included in the Company's
consolidated statement of operations since that date. The excess of cost over
the fair value of net assets acquired, which approximated $5,484,000, is being
amortized over ten years. The agreement also provides for the payment to the
sellers of Softworks of a maximum of $2,000,000 in aggregate, payable over
calendar years 1995 to 1998, based upon 2% of certain product revenues. During
1995, the Company incurred a liability of $405,000, ($320,000 of which was paid
through December 31, 1995) to the non-employee former shareholders, which has
been treated as additional consideration in connection with the acquisition
(and, accordingly, included in the excess of cost over the fair value of net
assets acquired) as these individuals did not continue in the employ of the
Company subsequent to the acquisition. No other contingent payments have been
made under the terms of this agreement.

b. Superbase

In June 1994, the Company completed the purchase of the Superbase product
technology and certain related assets from Software Publishing Corporation
("SPC") in exchange for 2,031,175 shares of the Company's restricted stock
valued at approximately $4,000,000 and $75,000 in cash. SPC received a valuation
guarantee for the stock issued, and will be permitted to sell such stock in an
orderly manner over a twelve month period following registration, which was
originally required to be completed before December 31, 1994. The agreement
provided that should such registration statement not be effective by December
31, 1994, SPC, at its option, could require the Company to repurchase the shares
issued for the amount of the valuation guarantee.

<PAGE>

3. ACQUISITIONS (continued)

The extension agreement included a provision that if the Company did not meet
the February 15, 1995 deadline, and the registration was not completed by May
31, 1995, SPC would be entitled to either of the following (at SPC's option):
(i) the payment of an additional penalty payment equal to $638,400 payable
equally in cash and Company common stock, or (ii) the repurchase of the shares
as provided for in the agreement. The Company has not met the May 31, 1995
requirement, and to date, SPC has not exercised its option for either the
additional penalty payment of $638,400 or the repurchase of the shares by the
Company as provided in the agreement. Accordingly, the Company accrued for an
additional penalty payment of $638,400 as an unusual charge in 1995, which
amount is unpaid at March 31,1996.

The stock issued to SPC is included in the accompanying balance sheet as
"Common Stock Subject to Redemption" which is classified as debt in the event
the Company is required to repurchase the shares at the guaranteed price. Should
SPC opt for the Company to repurchase the shares, the obligation would be
payable in two equal installments of $2,000,000, the first of which would be due
upon demand by the holder and the second installment would be payable one year
later.

See Note 1 - Business Matters and Liquidity, for a discussion on the carrying
value of the underlying Superbase assets and management's plans to sell such
assets.

c. Computer Concepts Europe Ltd.

In 1993 and early 1994, the Company began investing in an infrastructure that
would allow it to exploit the worldwide market for several of its software
products. In connection with this strategy, the Company entered into a license
agreement with a strategic partner in Europe for the distribution of the
d.b.Express product. In September 1994, the Company completed the acquisition of
Computer Concepts Europe Ltd. ("CCEL"), an exclusive independent distributor for
certain of the Company's software products. In connection with the acquisition,
which was effective September 1, 1994, the Company issued 2,942,000 shares of
restricted common stock for 100% ownership interest in CCEL and in satisfaction
of approximately $2,000,000 of CCEL debt owing to a third party. The acquisition
was accounted for as a purchase and, accordingly, CCEL's assets and liabilities
were recorded at their fair value as of September 1, 1994 and the operations of
CCEL are included in the Company's consolidated statement of operations since
that date. The cost of the acquisition exceeded the fair value of the net assets
acquired by approximately $1,800,000.

Prior to its acquisition, this distributor had paid approximately $1,000,000
to the Company in license fees, of which $500,000 was received in 1993 and
$500,000 was received in 1994. As a result of the acquisition of this previously
unaffiliated company, the Company recorded a $1,000,000 charge to operations at
the date of acquisition, comprised of a $500,000 revenue reduction and $500,000
unusual charge, for the write off of software license fees previously received
from this distributor and recognized as revenues by the Company during 1994 and
1993, respectively.

<PAGE>

3. ACQUISITIONS (continued)

Late in the fourth quarter of 1994, management began the process of evaluating
its strategic plan and its business investment strategy, as well as the
additional investments required, in order to reach profitability in foreign
markets. Due to the required additional investment, lack of management resources
and its desire to focus its efforts on the exploitation of its d.b.Express
technology, the Company has subsequently ceased its operations in Europe. In
May, 1995, CCEL entered into administrative proceedings in the U.K. which are
similar to bankruptcy protection in the U.S. Management does not anticipate the
realization of any significant amount of cash from this investment. Accordingly,
the Company wrote-off the carrying amount of this investment in the fourth
quarter of 1994 (approximately $1,800,000). This amount is included in unusual
charges in the consolidated statement of operations for the year ended December
31, 1994. In November, 1995, CCEL went into liquidation.

d. MapLinx, Inc.

During December 1994, the Company completed the acquisition of MapLinx, a
developer and provider of PC database geographic utilities used with Windows 3.0
database and spreadsheet products. In connection with the acquisition, the
Company issued 1,672,476 shares having a fair value of $900,000 at the
acquisition date. The acquisition has been accounted for as a purchase and,
accordingly, assets acquired and liabilities assumed were recorded at their fair
values as of December 31, 1994 and the operations of MapLinx, are included in
the Company's consolidated statement of operations since that date. The cost of
the acquisition exceeded the fair value of net assets acquired by $904,000 and
has been classified as the "excess of cost over fair value of net assets
acquired" and is being amortized on a straight line basis over a period of three
years.

In November 1995, management began the process of negotiating for the sale of
MapLinx. Proceeds from such sale are anticipated to exceed the carrying value of
$557,000 at December 31, 1995. See Note 1 - Business Matters and Liquidity, for
a summary of the financial information for MapLinx as at December 31, 1995 and
for the year then ended.

e. DBopen, Inc.

During October 1994, the Company entered into an agreement to acquire DBopen,
Inc., a provider of PC database administration tools employing client/server
technology. In connection with the acquisition, the Company issued $939,300 of
restricted common stock and assumed long-term debt of approximately $423,000.
The agreement provides for a price guarantee on the initial stock issuance and
the issuance of additional restricted common stock upon the timely completion of
certain new products as well as payment of additional consideration over a
four-year period based on the revenue and profit contribution of DBopen. The
acquisition has been accounted for as a purchase and, accordingly, DBopen's
assets and liabilities were recorded at their fair values as of December 31,
1994 and the operations of DBopen are included in the Company's consolidated
statement of operations since that date. The cost of the acquisition exceeded
the fair value of net assets acquired by $1,916,000 which has been classified as
the "excess of cost over fair value of net assets acquired" at December 31, 1994
and is being amortized on the straight line basis over a period of three years.
The historical operations of DBopen are not material to the historical
operations of the Company.

In the fourth quarter of 1995, the Company wrote-off the remaining carrying
value of its investment in Dbopen of $1,320,000. See Note 1- Business Matters
and Liquidity.

Pro Forma Results

The pro forma unaudited results of operations for the years ended December 31,
1994 and 1993, assuming the above acquisitions had been consummated as of
January 1, 1993 follow (in thousands, except per share data):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Revenues $ 14,821 $ 8,912
========= =========
Net loss $ (13,064) $ (15,482)
========= =========
Net loss per share $ (0.46) $ (0.71)
========= =========
</TABLE>

<PAGE>

4. PRODUCT DISTRIBUTION AGREEMENTS AND RESTATEMENT OF 1993
FINANCIAL STATEMENTS

In connection with product distribution agreements entered into during 1993
with International Standards Group, Ltd. ("ISG"), a publicly traded company, the
Company received 1,410,257 shares of ISG restricted common stock. During
December 1993, the Company received notification that the ISG restricted common
stock held by the Company would be included in a planned registration statement
to be filed upon conclusion of ISG's annual audit for the year ended December
31, 1993. Following deferral of the planned registration statement, the Company
entered into an agreement with a third party during June 1994 for the sale of
its ISG investment for $3,100,000. During July 1994, the Company received
$2,010,000 of proceeds in connection with the sale and the balance of $1,090,000
was due by August 31, 1994 under the terms of the agreement. However, as a
result of a substantial decline in the market value of ISG common shares
subsequent to the agreement entered into during June 1994, and in order to
conclude this transaction, the Company agreed to renegotiate the sale price with
the buyer. In December 1994, the Company received an additional $150,000
representing final payment for the purchase of these shares.

During 1993, the Company also entered into an exclusive agreement with
Computer Concepts Europe, Ltd.("CCEL"), a nonaffiliated company (prior to its
acquisition) licensed to use the Computer Concepts name, for product
reproduction and distribution rights in Europe. Under terms of this original
agreement, the Company was to receive $2,500,000 in installments through August
1994, of which $500,000 was received and recognized as revenue in 1993. See Note
3c.

<PAGE>

4. PRODUCT DISTRIBUTION AGREEMENTS AND RESTATEMENT OF 1993
FINANCIAL STATEMENTS (continued)

Subsequent to the issuance of its 1993 financial statements, the Company
concluded that the ISG and CCEL transactions should be accounted for on the
installment (cash) method rather than the accrual method previously used. The
results of the 1993 restatement are summarized as follows (in thousands, except
per share data):

As Previously Reported Adjustments (1) As Restated
---------------------- --------------- -----------
<S> <C> <C> <C>

Revenues $ 9,360 $( 6,000) $ 3,360
========= ========= =========
Net loss $ (8,067) $( 5,383) $( 13,450)
========= ========= ==========
Net loss per share $ ( 0.51) $ (0.35) $ ( 0.86)
========= ========= ==========
Current assets $ 13,362 $( 2,551) $ 10,811
Noncurrent assets 9,996 - 9,996
--------- --------- ----------

Total assets $ 23,358 $( 2,551) $ 20,807
========= ========= ==========
Liabilities $ 5,807 $ 2,832 $ 8,639
Shareholders' equity 17,551 (5,383) 12,168
--------- --------- ----------
Total liabilities and
shareholders' equity $ 23,358 $( 2,551) $ 20,807
========= ========= ==========

<FN>

(1) The Company originally recognized revenues of $4,000,000 and aggregate costs
of $617,000 in 1993 relating to the ISG distribution agreement and securities
held for sale. With respect to CCEL, the Company originally recognized revenues
of $2,500,00 in 1993 relating to the sale of product distribution rights. The
Company has accordingly, reduced revenues by $6,000,000 for the noncash portion
of revenues previously recognized and reduced costs by $617,000 in connection
with the restatements of these transactions on the installment method.

</FN>
</TABLE>

<PAGE>

5. PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
1995 1994
Useful life ---- ----
in years (in thousands)
-----------
<S> <C> <C> <C>

Computer equipment and software 3 to 7 $2,019 $ 1,692
Furniture and fixtures 5 to 7 250 170
Leasehold improvements 7 458 415
-------- -------
2,727 2,277
Less accumulated depreciation
and amortization ( 1,148) ( 573)
-------- -------
$ 1,579 $ 1,704
======== =======
</TABLE>
6. SOFTWARE COSTS

<TABLE>
<CAPTION>
1995 1994
---- ----
(in thousands)
<S> <C> <C>

Capitalized software development costs $3,303 $3,227
Purchased and acquired software technologies
(including $450 and $3,721 held for sale in
1995 and 1994 respectively) 2,220 5,429
------ ------
5,523 8,656
Less accumulated amortization (2,573) (1,887)
------ ------
$2,950 $6,769
====== ======
</TABLE>
As further described in Note 1 - Business Matters and Liquidity, the carrying
value of software technologies pertaining to Superbase was written down by
$2,440,000 in 1995.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

<TABLE>
<CAPTION>
1995 1994
---- ----
(in thousands)
<S> <C> <C>
Accounts payable $ 1,909 $ 1,907
Due to SPC (note 3b) 838 300
Accrued payroll and benefits 675 623
Other accrued expenses 625 2,296
------- -------
$ 4,047 $ 5,126
======= =======
</TABLE>
8. SHAREHOLDERS' EQUITY

a. Sales of Common Stock

Subsequent to December 31, 1995 and through March 31,1996, the Company
consummated sales of restricted common stock under various private placements.
Proceeds raised from these sales aggregated $1,700,000, net of offering
commissions and expenses estimated to be $280,000. A total of 1,015,000 shares
were sold at $2.00 per share. During such period, an additional $1,700,000 (net
of commissions and expenses of approximately $300,000) was raised from the sale
of 13% subordinated convertible debentures. Such debentures mature on March 5,
1998 and are convertible, at the option of the holder, into the restricted
common stock of the Company at a conversion rate of 67.5% of the fair market
value of the Company's common stock for the principal amount of $2,000,000 plus
accrued interest.

<PAGE>

8. SHAREHOLDERS' EQUITY (continued)

During 1995, the Company consummated sales of restricted common stock under
various private placement agreements. Proceeds raised from these sales
aggregated $8,867,000, net of offering commissions and expenses of approximately
$1,400,000. A total of 19,340,000 shares (excluding 555,000 shares sold under an
option) were sold at prices ranging from $0.20 to $2.00 per share. A total of
991,000 shares were also issued pursuant to valuation guarantees.

During 1994, the Company consummated sales of restricted common stock under
various private placement agreements. Proceeds raised from these sales
aggregated $2,411,000, net of offering commissions and expenses approximating
$389,000. A total of 4,589,000 shares were sold (excluding 600,000 shares sold
under an option) at prices ranging from $0.50 to $1.25 per share.

During 1993, the Company consummated sales of restricted common stock under
private placements to accredited United States investors under Regulation D as
well as to qualified non-United States investors under Regulation S of the
Securities Act of 1933, as amended. Proceeds raised from these sales aggregated
$11,927,000, net of offering commissions and expenses approximating $3,500,000.
A total of 3,830,414 shares were sold under the offerings at prices ranging from
$3.10 to $6.00 per share. In connection with the Regulation D placements, the
Company issued a total of 410,223 warrants to purchase addition shares of common
stock at $4.00 per share. All such warrants expired on May 10, 1994, and were
reissued in October 1994 at $.65 per share (the fair value at the date of grant)
and expiring on December 31, 1995.

b. Rescission Offer

In order to rectify the effects of possible securities violations in various
states in connection with certain prior private sales of common stock, the
Company initiated a rescission offer to applicable investors during 1991,
whereby the Company offered to repurchase a total of 3,711,715 shares of common
stock at the investors' original cost, aggregating $2,654,000 plus interest.
Management believes, based on the opinion of Company legal counsel, that since
no investor has accepted the rescission offer and statutes of limitation
applicable to the offer have expired, no contingent liability remains regarding
this matter. Accordingly, the liability was eliminated from the consolidated
balance sheet as of December 31, 1993 and shareholders' equity was credited.

c. Consulting Agreements

In December 1995, the Company entered into an agreement with Perot Systems
Corporation ("Perot") in connection with the marketing of the d.b.Express
technology. The Company issued 500,000 options at $2.56 per share to purchase
common stock in connection with the agreement and recognized an expense of
$235,000 representing the fair value of such options. Pursuant to such
agreement, Perot also has the ability to earn up to 2,250,000 options at a price
of $2.56 per share, at the rate of 50,000 options for every $1,000,000 of
d.b.Express product revenues in excess of $5,000,000, over a period of two
years, commencing December 1995. Additionally, Perot will earn a commission of
30% on all future sales of d.b.Express over a period of two years commencing
December, 1995.

During the fourth quarter of 1995, the Company also entered into various other
marketing and consulting agreements expiring at various dates through November
1997. The Company issued 1,678,000 options at $1.50 per share to purchase common
stock in connection with these agreements and recognized expenses aggregating
$1,056,000 representing the fair value of such options. Pursuant to such
agreements, these firms also have the ability to earn up to 1,600,000 options at
a price of $1.50 per share contingent upon defined levels of d.b.Express product
revenues.

<PAGE>

8. SHAREHOLDERS' EQUITY (continued)

During July and August 1994, the Company entered into one-year agreements with
several financial relations and advisory firms to assist in expanding individual
and institutional investor interest in the Company, as well as to advise in the
development of its business, including acquisition financing. The Company issued
600,000 options at $.01 per share and 700,000 options at $1.12 per share to
purchase common stock in connection with the agreements. The difference between
the fair market value of the Company's common stock and the exercise price of
the options issued, approximating $706,000 was included in "prepaid expenses and
other current assets" and was being amortized over the terms of the applicable
agreements at September 30, 1994. In the fourth quarter of 1994, as a result of
the items discussed in Note 1 and the inability to realize the amounts
previously deferred, the Company wrote off the remainder of these deferred
costs.

During December 1994, the Company issued 350,000 shares of common stock
(having a fair market value of $339,000) to a consultant for telecommunication
consulting services performed in the fourth quarter of 1994. Subsequent to
December 31, 1994, the Company issued 175,000 shares of common stock (having a
fair market value of $154,000) to a consultant as compensation for acquisition
related services performed during 1994.

During the years 1991 through 1993, the Company entered into various
consulting agreements for technical, marketing, financial and other consulting
services to be rendered in future years for an aggregate of 3,846,000 shares of
restricted common stock. These agreements had been charged to expense over the
period that related services were rendered. The unearned portion of such
agreements was recorded as deferred compensation and offset against
shareholders' equity. During the latter half of 1993, the Company hired four
senior executives, as well as other employees possessing sales, marketing and
financial skills. As a result of the Company's newly acquired capabilities
provided by these individuals, it became unnecessary to depend on outside
consultants for most activities, rendering little value to the balance of
deferred consulting agreements. Accordingly, all remaining unamortized amounts
attributable to these agreements, totaling $2,235,000, were charged to
operations as an unusual charge at December 31, 1993.

Consulting expense related to restricted stock and option issuances and
reflected in the consolidated statements of operations amounted to $2,155,000,
$1,199,000 and $3,742,000, for the years ended December 31, 1995, 1994 and 1993,
respectively.

d. Stock Option Plans

During October 1993, the Company adopted the Employees 1993 Stock Option Plan
(the "Employees Plan"), the 1993 Directors, Officers and Consultants Stock
Option Plan (the "DOC Plan") and the 1993 Prior Services Stock Option Plan (the
"Prior Services Plan"), all of which are non qualified plans providing for the
grant of stock or options to eligible participants. The Company may issue stock
or options for up to an aggregate 20% of the Company's outstanding common stock
under the Employees and DOC Plans (without consideration of the options issued
under the Prior Services Plan). The Board of Directors has the authority to
determine all terms and provisions under which options are granted, including
the persons to whom options are granted, the number of shares and exercise price
per share of common stock to be covered by each option and the time or times at
which options shall be exercisable.

On March 20, 1996, the Company's shareholders approved the termination of the
above 1993 Plans and the adoption of the 1995 Stock Incentive Plan (the "1995
Incentive Plan"). Eligible participants in the 1995 Incentive Plan are officers
and employees of the Company and consultants to the Company. Pursuant to the
1995 Incentive Plan, the Board of Directors or a committee thereof may also
grant restricted stock, stock appreciation rights, performance grants or such
other types of awards as it may determine. The total number of common shares
issuable upon the exercise of all stock options under the 1995 Incentive Plan
may not exceed 10,000,000 shares, subject to adjustments upon the occurrence of
certain events, as defined. The 1995 Incentive Plan provides for the 8.

<PAGE>

8. SHAREHOLDERS' EQUITY (continued)

granting of (i) incentive options to purchase the Company's common stock at the
fair market value on the date of grant and (ii) non-qualified options to
purchase the company's common stock at not less than the fair market value on
the date of grant. Options generally expire ten years from the date of grant.

On March 20, 1996, the Company's shareholders also approved the Outside
Director Stock Option Plan (the "Director Plan"). Directors of the Company who
are not full-time employees of the Company are eligible to participate in the
Director Plan. The total number of common shares issuable upon the exercise of
all stock options under the Director Plan may not exceed 500,000 shares, subject
to adjustments upon the occurrence of certain events, as defined. Pursuant to
the Director Plan, each non-employee director will be granted options with five
year terms commencing March 1, 1996, and on the first day of each March
thereafter, to purchase that number of shares of common stock having a market
value of $20,000. Options granted shall vest in one year.

During 1993, the Company authorized the issuance of 405,000 options under the
Employees' Plan at an exercise price of $4.00 per share, and 400,000 options
under the DOC Plan at an exercise price of $4.62 per share.

During 1994, the Company authorized the issuance of 7,480,000 options under
the Prior Services, Employees' Plan and the DOC Plan at exercise prices ranging
from $.01 to $2.56 per share.

During 1995, the Company authorized the issuance of 14,864,000 options under
the Prior Services Plan, Employees' Plan and the DOC Plan at exercise prices
ranging from $.01 to $2.56 per share.

There were no cancellations of authorized options for the years ended December
31, 1994 and 1993. During the year ended December 31`,1995, 2,780,000 options,
at exercise prices ranging from $.01 to $2.56 per share, were canceled. There
were no options exercised during the year ended December 31, 1993. In 1994,
600,000 options were exercised at an exercise price of $.01 per share. In 1995,
555,000 options were exercised at an exercise price of $.50 per share.

During August 1994, the Company's Board of Directors authorized a reduction of
the exercise price covering 6,760,000 outstanding options to purchase common
stock to $1.25 per share (the fair market value at the date of the Board
action). The substantial majority of such options were previously issued at an
exercise price of $2.56 per share.

During May 1995, the Company's Board of Directors authorized a reduction of
the exercise price of 4,184,500 outstanding options to purchase common stock to
$.50 per share ($.22 higher than the fair market value at the date of the Board
action). The substantial majority of such options were previously issued at an
exercise price of $1.25per share.

At December 31, 1995, 2,164,000 options are exercisable at exercise prices
ranging from $.01 to $2.00 per share. At December, 31, 1995, 19,754,000 shares
of the Company's common stock were reserved for options, warrants and price
guarantees.

e. Exercise Restriction

During 1994, the Board of Directors authorized a restriction on the exercise
of substantially all outstanding options and warrants. Exercises of options and
warrants are subject to the requirement that, at the time of exercise, at least
25% of the Company's authorized capital stock be unissued, unreserved and
available for issuance.

<PAGE>

9. INCOME TAXES

The tax effects of temporary differences which give rise to deferred tax
assets and liabilities at December 31, 1995 and 1994 are summarized as follows
(in thousands)

Deferred tax assets 1995 1994
---- ----
<S> <C> <C>

Net operating loss carryforwards $ 11,578 $ 7,177
Tax credit carryforward 641 455
Compensation 2,390 1,931
Fixed and intangible assets 1,763 368
Bad debt reserve 226 223
Cash to accrual conversion 148 297
Other 738 770
-------- --------
$17,484 $11,221
-------- --------
Deferred tax liabilities
Capitalized software decelopment costs (1,097) (789)
Investment in subsidiaries - (740)
-------- --------
(1,097) (1,529)
-------- --------
16,387 9,692
Valuation allowance (16,387) (9,692)
-------- --------
$ 0 $ 0
======== ========
</TABLE>

SFAS 109 requires a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets may not be realized. The full valuation allowances at
December 31, 1995 and 1994 reflect uncertainties with respect to future
realization of net operating loss carryforwards.

At December 31, 1995, the Company has net operating loss carryforwards
approximating $27,313,000 available to reduce future taxable income. These
losses, which expire through 2010, are subject to significant limitations as a
result of IRS Section 382 rules governing changes in control. The amount of such
limitations has not been quantified by the Company.

10. UNUSUAL CHARGES

During the year ended December 31, 1995, the Company recorded unusual charges
aggregating $1,102,000 including the following: in penalty amounts to SPC
($638,800) (Note 3b), settlement of litigation ($464,000) (Note 12e).

During the year ended December 31, 1994, the Company recorded unusual charges
aggregating $3,178,000 including the following: write-off of goodwill relating
to CCEL ($1,800,000), Penalty Amounts to SPC ($560,000), write-off of aborted
acquisition costs ($260,000) and the reversal of revenue pertaining to CCEL
($500,000) (Note 3c).

<PAGE>

10. UNUSUAL CHARGES (continued)

During the fourth quarter of 1993, the Company recorded the following unusual
charges aggregating $4,402,000: write-off of goodwill ($1,622,000) and accrual
of severance costs ($287,000) associated with the decision to eliminate the
general computer consulting service line conducted by the Company's wholly-owned
subsidiary, RAMP Associates, Inc.; adjustment of the carrying value of certain
capitalized software development costs ($258,000); and write-off of the
unamortized balance of deferred consulting agreements ($2,235,000).

11. RELATED PARTY TRANSACTIONS

For the years ended December 31, 1995 and 1993, executive officers and
consultants of the Company received compensation in restricted common stock
valued at $2,324,000 and $2,058,000, respectively. Stock compensation received
by two officers, the president and chief executive officer, aggregated $169,000
in 1995 and $1,470,000 in 1993. One of these officers has not received any cash
compensation since the Company's inception through December 31, 1995, while the
other officer received cash compensation of $240,000 in 1995. Such officers have
received advances from time to time, with such advances being payable upon
demand and bearing no interest.

12. COMMITMENTS AND CONTINGENCIES

a. Leases

During April 1995, a subsidiary of the Company entered into a three-year lease
agreement for approximately 7,500 square feet of office space. The agreement
provides for monthly lease payments of $8,000.

During September 1994, a subsidiary of the Company entered into a seven-year
lease for a new facility. The agreement provides for monthly lease payments of
approximately $25,000 and the lease is subject to an annual 3% escalation over
the lease period.

During June 1994, the Company entered into two new lease agreements for
expanded space in its Bohemia location. These agreements required combined
monthly payments of $16,000 in the initial year of the lease. Effective July
1995, the master lease was amended to reflect a reduction in the monthly rental
charges to $10,000, with a 4% annual increase through June 30, 1998.

<PAGE>

12. COMMITMENTS AND CONTINGENCIES (continued)

During January 1994, a subsidiary of the Company entered into a five-year
agreement for the lease of a mainframe computer system. This agreement provides
for monthly payments of approximately $5,200 which includes $1,100 per month for
hardware and software maintenance.

Future minimum annual rentals under the above leases are summarized as
follows:

Year Ending December 31, Operating Leases Capital Leases
---------------- --------------
<S> <C> <C>

1996 $ 668,000 $ 125,000
1997 648,000 120,000
1998 538,000 62,000
1999 339,000 -
2000 349,000 -
Thereafter 268,000 -
----------- ------------
2,810,000 307,000
Amounts representing interest - 57,000
----------- ------------
Net $ 2,810,000 $ 250,000
=========== ============
</TABLE>

Rent expense approximated $619,000, $437,000 and $171,000, for the years ended
December 31, 1995, 1994 and 1993, respectively.

b. Employment Agreements

The Company has entered into various employment agreements with certain key
employees of Softworks and MapLinx for base compensation aggregating $440,000
per year. These agreements expire in 1996 and will be automatically renewed for
succeeding terms of one year unless the Company, or the employee, gives written
notice.

<PAGE>

c. Benefit Plan

Softworks provides pension benefits to eligible employees through a 401(k)
plan. Employer matching contributions to this 401(k) plan approximated $26,000
for each of the three years in the period ended December 31, 1995.

d. Registration Statements/Restricted Securities

The Company has used restricted common stock for the purchase of certain
companies (Note 3) and has sold restricted common stock in private placements.
At December 31, 1995, 18,348,000 shares of restricted common stock are issued
and outstanding, exclusive of shares which may be issued in connection with
acquisition related valuation guarantees or stock sale related valuation
guarantees. The Company is in the process of registering these shares.

<PAGE>

12. COMMITMENTS AND CONTINGENCIES (continued)

e. Legal Matters

During May 1994, the Company and certain officers received notification that
they have been named as defendants in a class action claim alleging violations
of certain securities laws with respect to disclosures made regarding the
Company's acquisition of Softworks during 1993. The plaintiff has not stipulated
the amount of damages, if any. Based on consultation with legal counsel, the
Company and its officers believe that meritorious defenses exist regarding the
claim and they are vigorously defending against the allegations. The ultimate
outcome of the foregoing matters cannot presently be determined. Accordingly, no
provision for losses, if any, that may result upon resolution of the matters has
been made in the consolidated financial statements.

In September 1994, the Company received notice of an action alleging breach of
contract regarding an acquisition transaction initiated during 1993. In July
1995, a settlement agreement, effective June 30, 1995, was reached whereby the
Company was required to pay $75,000 and agreed to an amendment of the original
contract to acquire the license for additional software. Pursuant to such
amendment, the Company issued a non-interest bearing promissory note in the
amount of $388,800 payable in 36 monthly installments, with the final payment
scheduled for September 1, 1998, which amount was recorded as an unusual charge
in the 1995 consolidated statement of operations.

In July 1995, the Company received notice of an action alleging the Company
had not used its best efforts to register warrants to purchase 500,000 shares of
the Company's common stock within 30 days from written notice to the Company,
pursuant to a financial consulting agreement. The Company has maintained that is
always has used, and continues to use its best efforts to cause the registration
of those warrants to occur, however, to avoid the expense and resolve the
uncertainties of litigation, the matter was originally settled by including
385,000 warrants in the Company's pending registration statement, with the
balance of 115,000 warrants being canceled. As the pending registration
statement has not been amended as of April 15, 1996, the plaintiff has the right
to reinstitute this suit. The Company is unable to predict the ultimate outcome
of this suit and accordingly, no adjustment has been made in the consolidated
financial statements for any potential losses.

In July 1995, the Company and certain officers received notification that they
have been named as defendants in a class action claim in regard to announcements
and statements regarding the Company's business and products. During August and
September 1995, four additional, substantially identical, class action claims
were made. In November 1995, the plaintiffs filed a consolidated complaint
against the Company. To date, no class action has been certified, and no damages
have been specified in any of these class action claims. Based on consultation
with legal counsel, the Company and its officers believe that meritorious
defenses exist regarding the claims and they are vigorously defending against
the allegations. The Company is unable to predict the ultimate outcome of these
claims, which could have a material adverse impact on the consolidated financial
position and results of operations of the Company, and accordingly, no
adjustment has been made for any potential losses.

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

as of March 31, 1996 and December 31, 1995
(in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
------ --------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,166 $ 579
Accounts receivable, net of allowance
for doubtful accounts of $388 and
$539 in 1996 and 1995, respectively 3,073 4,475
Advances to officers 391 385
Inventories 101 123
Prepaid expenses and other current assets 542 431
--------- ---------
Total current assets 7,273 5,993

INSTALLMENT ACCOUNTS RECEIVABLE,
due after one year 769 -

PROPERTY AND EQUIPMENT, net 1,478 1,579

SOFTWARE COSTS, net (including $450
held for sale) 2,690 2,950

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS
ACQUIRED, net of accumulated amortization
of $ 1,603 and $1,369 in 1996 and 1995,
respectively 5,323 5,425

OTHER ASSETS 140 134
--------- ---------
$ 17,673 $ 16,081
========= =========

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 5,658 $ 4,047
Current portion of long-term debt 378 359
Deferred revenues 4,358 4,585
--------- ---------
Total current liabilities 10,394 8,991

DEFERRED REVENUES 943 281

LONG-TERM DEBT 2,702 800

COMMON STOCK SUBJECT TO REDEMPTION 4,000 4,000

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIT) EQUITY:
Common stock, $.0001 par value;
150,000,000 authorized; 59,583,000 shares
in 1996 and 57,475,000 shares in 1995
issued and outstanding 6 6
Additional paid-in capital 54,191 52,406
Accumulated deficit (54,563) (50,403)
-------- --------
Total shareholders'(deficit) equity (366) 2,009
-------- --------
$ 17,673 $ 16,081
======== ========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended March 31,
(in thousands, except per share data)
<TABLE>
<CAPTION>

1996 1995
---- ----
<S> <C> <C>

REVENUES:
Software licenses and support $ 4,109 $ 4,108
-------- --------
COSTS AND EXPENSES:
Cost of revenues and technical support 1,334 1,847
Research and development 354 240
Sales and marketing 1,927 2,548
General and administrative 1,817 1,683
Amortization and depreciation 762 728
Unusual charges 2,075 -
-------- --------
8,269 7,046
-------- --------
NET LOSS $(4,160) $(2,938)
======== ========
NET LOSS PER SHARE $ (.07) $ (.08)
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 58,211 36,487
======== ========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,
(in thousands)

1996 1995
---- ----
<S> <C> <C>

OPERATING ACTIVITIES:

Net loss $ (4,160) $ (2,938)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization:
Software costs 366 243
Property and equipment 160 159
Excess of cost over fair value of
net assets acquired 234 326
Other 2 -
Common stock issued for services 305 -

Changes in operating assets and liabilities:
Accounts receivable 1,402 (3)
Installment accounts receivable,
due after one year (769) -
Inventories 22 (230)
Prepaid expenses and other current assets (111) (138)
Other assets (6) 58
Accounts payable and accrued expenses 1,698 1,250
Deferred revenue 435 (221)
-------- --------
Net cash used in operating activities (422) (1,494)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (59) (308)
Additional consideration for
Softworks acquisition (176) (113)
Capitalization of software development costs (104) (60)
Net change in advances to officers (6) 174
-------- --------
Net cash used in investing activities (345) (307)
-------- --------
FINANCING ACTIVITIES:
Net proceeds from sales of common stock
and options 1,733 1,293
Net change in long-term debt 1,621 177
-------- --------
Net cash provided by financing activities 3,354 1,470
-------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 2,587 (331)
CASH AND CASH EQUIVALENTS, beginning of period 579 501
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 3,166 $ 170
======== ========

<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended March 31, 1996 and 1995

1. INTERIM FINANCIAL INFORMATION

The condensed consolidated balance sheet as of March 31, 1996, and the condensed
consolidated statements of operations and cash flows for the three months ended
March 31, 1996, and 1995, have been prepared by the Company without audit. These
interim financial statements include all adjustments, consisting only of normal
recurring accruals, which management considers necessary for a fair presentation
of the financial statements for the above periods. The results of operations for
the three months ended March 31, 1996, are not necessarily indicative of results
that may be expected for any other interim periods or for the full year.

These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 1995. The accounting policies used in preparing the
condensed consolidated financial statements are consistent with those described
in the December 31, 1995, consolidated financial statements.

2. BUSINESS MATTERS AND LIQUIDITY

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support information delivery software products, including end-user data
access tools for use in personal computer and client/server environments, and
systems management software products for corporate mainframe data centers.

The Company has incurred consolidated net losses of $4,160,000 for the
three months ended March 31, 1996, and cumulative net losses of $54,563,000
through March 31, 1996. As of March 31, 1996, the Company's current liabilities
exceeded its current assets by $3,121,000 and approximately $730,000 of accounts
payable were past due. The Company is not experiencing difficulty in obtaining
trade credit with customary terms from its vendors. Further, the Company has
accrued and recorded as an unusual charge in the March 31, 1996, condensed
consolidated financial statements, $2,075,000 for a proposed settlement of a
class action suit, wherein $2,000,000 worth of the Company's common stock will
be placed in escrow and $75,000 will be paid in cash. See Note 5d to the
condensed consolidated financial statements. During the three month period ended
March 31, 1996, net cash used in operating activities totaled $422,000,
consisting primarily of an operating net loss of $4,160,000, net of depreciation
and amortization of $762,000, common stock issued for services of $305,000, and
a net change in operating assets and liabilities of $2,671,000. In addition, net
cash used in investing activities of $345,000 consisted primarily of software
development costs, $104,000, the purchase of fixed assets, $59,000, and
additional consideration paid in connection with the Softworks, Inc.
acquisition, $176,000.

The Company does not maintain a credit facility with any financial institution.
These uses of cash have been essentially funded through the issuance of the
Company's common stock as well as cash generated from Softworks, Inc. Although
the Company's liquidity position at March 31, 1996, has been adversely affected
by the aforementioned factors, equity placements during the three months then
ended, have mitigated these factors. During the three months ended March 31,
1996, net proceeds from the sale of common stock and options were $1,733,000. In
addition, the Company received approximately $1,700,000 (net of commissions and
fees) from the sale of convertible debentures.

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended March 31, 1996 and 1995

2. BUSINESS MATTERS AND LIQUIDITY (continued)
Subsequent to March 31, 1996, the Company received approximately $5,505,000 from
the sale of additional convertible debentures. The Company believes that these
additional cash infusions will enable it to adequately maintain its operations
at least through September 30, 1997. At May 31, 1996, the Company had cash and
cash equivalents of approximately $7,438,000. Ultimately, however, positive cash
flows from operations will be necessary in order to curtail the Company's
reliance on equity placements.

To achieve positive cash flows from operations, management initiated during
1995, a series of cost saving measures, some of which include, wherever
possible, reductions in staffing, advertising, the use of outside consultants
and marketing costs. The Company has continued these measures in 1996. Further,
the Company has substantially closed down its DBopen product line. During 1995,
the Company significantly curtailed the Superbase operations, and, in April,
1996, ceased Superbase operations by selling off this technology. Subsequent to
March 31, 1996, the Company was awarded a three year contract wherein New York
State may license the use of d.b.Express . During 1995, the Company entered into
development or license agreements with Oracle, IBM, Dell Computers and
Information Builders, Inc., and a sales and marketing agreement with Perot
Systems Corporation. The above referenced agreements and contract do not contain
any sales commitments.

Management's plans are centered on the successful exploitation of the
Company's d.b.Express product. To date, revenues from current versions of
d.b.Express from such agreements have been insignificant. Management expects
that future revenues will support the carrying value of the capitalized software
development costs related to d.b.Express of $1,140,000 at March 31, 1996.
Management believes that the successful implementation of the cost saving
measures and the planned exploitation of its d.b.Express technology will
eventually enable the Company to achieve positive cash flows from operations.
The long-term success of the Company, under its existing business plan, is
dependent upon the Company's ability to generate material d.b.Express sales
revenues.

Subsequent to March 31, 1996, the Company signed an agreement to sell the
technology of its Superbase subsidiary for $450,000, with $200,000 paid at
closing and five monthly payments of $50,000, commencing June 10, 1996. Such
proceeds approximated the carrying value of the underlying software costs.
Certain liabilities, as of the closing, remain the responsibility of the
subsidiary.

The Company has signed a Letter of Intent pertaining to the sale of one of
its wholly-owned subsidiaries, Maplinx, Inc. ("Maplinx"). Financial information
pertaining to this wholly-owned subsidiary as of and for the three months ended
March 31, 1996, and as of and for the year ended December 31, 1995, is
summarized below:

March 31,1996 December 31, 1995
------------- -----------------
<S> <C> <C>

Current Assets: $ 788,000 $ 831,000
Total Assets: 1,405,000 1,520,000
Current Liabilities: 920,000 949,000
Total Liabilities: 932,000 963,000
Net Assets: 473,000 557,000
Net Revenues: 864,000 3,780,000
Net Loss: 83,000 508,000

</TABLE>

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995

2. BUSINESS MATTERS AND LIQUIDITY (continued)
There can be no assurances that the Company will be successful in its attempt to
sell the net assets of this wholly-owned subsidiary.

In connection with the 1993 acquisition of Softworks, Inc. ("Softworks") the
Company is required to make additional contingent purchase consideration
payments to two of Softworks' former shareholders based upon certain product
revenues for the years 1995 through 1998, up to a maximum of $1,000,000 each,
for an aggregate maximum of $2,000,000. Through March 31, 1996, the Company
incurred a liability of $537,000, (of which $496,000 has been paid) to the
non-employee former shareholders, which has been treated as additional
consideration in connection with the acquisition and, accordingly, included in
the excess of cost over the fair value of net assets acquired, as these
individuals did not continue in the employment of the Company subsequent to the
acquisition. No other contingent payments have been made under the terms of this
agreement.

In June, 1994, the Company completed the purchase of the Superbase product
technology and certain related assets from Software Publishing Corp. ("SPC") in
exchange for 2,031,175 shares of the Company's restricted stock, valued at
approximately $4,000,000, and $75,000 in cash. SPC received a valuation
guarantee for the stock issued, and will be permitted to sell such stock in an
orderly manner over a twelve month period following registration, which was
originally required to be completed before December 31, 1994. The agreement
provided that should such registration statement not be effective by December
31, 1994, SPC, at its option, could require the Company to repurchase the shares
issued for the amount of the valuation guarantee.

On January 19, 1995, SPC and the Company entered into an extension
agreement whereby the Company was given an extension to file the registration
statement to February 15, 1995. In exchange for that extension, the Company
agreed to pay SPC $560,000 (the "Penalty Amount"), payable $300,000 in cash in
three monthly installments, and $260,000 in additional shares of Company common
stock. These additional shares also have a valuation guarantee. As a result of
the Company's failure to meet the December 31, 1994, registration statement
filing deadline, the Company recorded the Penalty Amount as an unusual charge in
the December 31, 1994, consolidated statement of operations. As of March 31,
1996, the Company has paid $100,000 of the required $300,000 cash penalty
amount. The extension agreement included a provision that if the Company did not
meet the February 15, 1995 deadline, and the registration was not completed by
May 31, 1995, SPC would be entitled to either of the following (at SPC's
option): (i) the payment of an additional penalty payment equal to $638,400
payable equally in cash and Company common stock, or (ii) the repurchase of the
shares as provided for in the agreement. The Company did not meet the May 31,
1995, requirement and SPC has not exercised its option for either the additional
penalty payment of $638,400 or the repurchase of the shares by the Company as
provided in the agreement. Accordingly, the Company recorded an additional
penalty of $638,400 as an unusual charge in the 1995 consolidated statement of
operations.

The stock issued to SPC is included in the accompanying balance sheet as
"Common Stock Subject to Redemption" which is classified as debt in the event
the Company is required to repurchase the shares at the guaranteed price. In the
event of a valid exercise by SPC to require the Company to repurchase the
shares, the obligation would be payable in two equal installments of $2,000,000,
the first of which would be due upon the closing of the repurchase transaction
and the second installment would be payable one year later.

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended March 31, 1996 and 1995

2. BUSINESS MATTERS AND LIQUIDITY (continued)
In the event of a valid exercise by SPC, wherein the Company was required to
repurchase the stock, it has received a firm commitment from a third party to
purchase, at market value, $2,000,000 of the holder's stock.

The Company is a defendant in several lawsuits and class action claims as
described in Note 5d. Based on consultation with legal counsel, the Company and
its officers believe that meritorious defenses exist regarding the lawsuits and
claims, and they are vigorously defending against the allegations. The Company
is unable to predict the ultimate outcome of the claims, which could have a
material adverse effect on the consolidated financial position and results of
operations of the Company. Accordingly, except as expressly discussed herein the
financial statements do not reflect any adjustments that might result from the
ultimate outcome of these litigation matters.

3. RECLASSIFICATIONS

Certain reclassifications have been made to the 1995 financial statements to
conform to the 1996 presentation.

4 SHAREHOLDERS' EQUITY

a. Authorized Common Shares

On March 20, 1996, the shareholders of the Company approved an increase in
the number of authorized common shares from 60,000,000 to 150,000,000.

b. Sales of Common Stock

During the three month period ended March 31, 1996, the Company consummated
sales of restricted common stock under various private placement agreements.
Proceeds raised from these sales aggregated $1,733,000, net of offering
commissions and expenses estimated to be $297,000. A total of 1,015,000 shares
were sold at a price of $2.00 per share. An additional $1,700,000 (net of
commissions and expenses of approximately $300,000) was raised from the sale of
13% subordinated convertible debentures. Such debentures, with a principal
amount of $2,000,000 mature on March 5, 1998, and are convertible, at the option
of the holder, into the restricted common stock of the Company at a conversion
rate of 67.5% of the average of the five business days closing bid price
immediately preceding the conversion. Any unpaid interest is payable in cash. As
of the filing date, $2,000,000 of such debentures have been converted into the
Company's common stock, and has, accordingly, increased the Company's
shareholders' equity by $2,000,000. Subsequent to March 31, 1996, the Company
received approximately $5,505,000 from the sale of additional convertible
debentures.

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended March 31, 1996 and 1995

4. SHAREHOLDERS' EQUITY (continued)

c. Stock Option Plans

On March 20, 1996, the Company's shareholders approved the termination of
the 1993 Stock Option Plan (the "Employees' Plan"), the 1993 Directors, Officers
and Consultants Stock Option Plan (the "DOC Plan"), and the 1993 Prior Services
Stock Option Plan (the "Prior Services Plan") and the adoption of the 1995 Stock
Incentive Plan (the "1995 Incentive Plan"). Further, the Company's shareholders
also approved the Outside Director Stock Option Plan (the "Director Plan").
Directors of the Company who are not full-time employees of the Company are
eligible to participate in the Director Plan.

5. COMMITMENTS AND CONTINGENCIES

a. Contingent Consideration

In connection with the 1993 acquisition of Softworks, the Company is
required to make additional payments to two of Softworks' former shareholders,
based upon certain product revenues for the years 1995 through 1998, up to an
aggregate maximum of $2,000,000. $496,000, treated for accounting purposes as
additional consideration, has been paid thus far through March 31, 1996.

b. Employment Agreements

The Company has entered into various employment agreements with certain key
employees of Softworks and Maplinx for base compensation aggregating $440,000
per year. These agreements expire at various times in 1996 and would be
automatically renewed for succeeding terms of one year unless the Company, or
the employee, gives written notice.

c. Registration Statements/Restricted Securities

The Company has used restricted common stock for the purchase of certain
companies and has sold restricted common stock in private placements. At March
31, 1996, 17,437,000 shares of restricted common stock are issued and
outstanding, exclusive of shares which may be issued in connection with
acquisition related valuation guarantees or stock related valuation guarantees.
The Company is in the process of registering these shares.

<PAGE>

COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

For the Three Months Ended March 31, 1996 and 1995

5. COMMITMENTS AND CONTINGENCIES (continued)

d. Legal Matters

The Company has tentatively agreed to a settlement of a class action suit
known as Cosmas v. DelGiorno, Jr., et al., which is pending in the United States
District Court for the Eastern District of New York. Pursuant to the terms of
the proposed agreement, the Company will deliver common stock, valued at
$2,000,000 into escrow (the "Escrow Shares") upon execution of the stipulation
of settlement and entry of the preliminary order by the court. In addition, the
Company will pay $75,000 in cash. After entry of the preliminary order, the
agreement will be subject to final court approval of the settlement following
notice to the members of the class and a settlement hearing. If the Escrow
Shares have a value of less than $2,000,000, as of the day of the settlement
hearing, as determined by the average closing price of Computer Concepts stock,
as reported in the Wall Street Journal, for the ten consecutive trading days
preceding the settlement hearing, then the Company shall be required to issue
additional shares, up to an amount equal to the original number of Escrow
Shares, to provide for a value of $2,000,000. The Company is in the process of
negotiating the final terms of the stipulation of settlement with plaintiff's
counsel and the terms of such settlement will remain tentative until execution
of the stipulation of settlement. The Company continues to deny any wrongdoing
with respect to this action and seeks to settle this action to avoid further
substantial expense, risk, and inconvenience.

In July, 1995, the Company received notice of an action alleging the
Company had not used its best efforts to register warrants to purchase 500,000
shares of the Company's common stock within 30 days from written notice to the
Company, pursuant to a financial consulting agreement. The Company has
maintained that it has always used, and continues to use its best efforts to
cause the registration of those warrants to occur. However, to avoid the expense
and resolve the uncertainties of litigation, the matter was originally settled
by including 385,000 warrants in the Company's pending registration statement,
with the balance of 115,000 warrants being canceled. As the pending registration
statement has not been amended as of April 15, 1996, the plaintiff has the right
to reinstitute this suit. The Company is unable to predict the ultimate outcome
of this suit and accordingly, no adjustment has been made in the consolidated
financial statements for any potential losses.

In July, 1995, the Company and certain officers received notification that
they have been named as defendants in a class action claim in regard to
announcements and statements regarding the Company's business and products.
During August and September, 1995, four additional, substantially identical,
class action claims were made. In November, 1995, the five complaints were
consolidated into one action. To date, no class action has been certified, and
no damages have been specified in any of these class action claims. Based on
consultation with legal counsel, the Company and its officers believe that
meritorious defenses exist regarding the claims and they are vigorously
defending against the allegations. The Company is unable to predict the ultimate
outcome of these claims, which could have a material adverse impact on the
consolidated financial position and results of operations of the Company, and
accordingly, no adjustment has been made for any potential losses.

<PAGE>

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus. Any information or
representations not herein contained, if given or made, must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
securities offered by this Prospectus, nor does it constitute an offer to sell
or a solicitation of an offer to buy the securities by any person in any
jurisdiction where such offer or solicitation is not authorized, or in which the
person making such offer is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation. The delivery of this Prospectus
shall not, under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS

Page
----

Reports to Security Holders 2
Available Information 2
Prospectus Summary 3
Risk Factors 7
Dividend Policy 11
Capitalization 11
Selected Financial Data 12
Management's Discussion and Analysis 13
Business 20
Management 30
Certain Transactions 36
Security Ownership of Certain Beneficial
Owners and Management 37
Selling Security holders 38
Plan of Distribution 46
Shares Eligible for Future Sale 47
Description of Securities 48
Legal Matters 49
Experts 49
Index to Financial Statements 50
Financial Statements F-1

<PAGE>

Until September 3, 1996 (25 days after the commencement of the offering), all
dealers effecting transactions in the Shares, whether or not participating in
this distribution, may be required to deliver a Prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a Prospectus
when acting as Underwriters and with respect to their unsold allotments or
subscriptions.

16,524,776 Shares
of Common Stock

COMPUTER CONCEPTS CORP.

PROSPECTUS

August 9, 1996