CFI PROSERVICES INC, PRE 14A, 2000-04-07

CFI PROSERVICES INC
PRE 14A, 2000-04-07
PREPACKAGED SOFTWARE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

CFI PROSERVICES, INC.
(Exact Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
[X ] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

================================================================================

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CFI PROSERVICES, INC.
DBA CONCENTREX INCORPORATED
400 SW SIXTH AVENUE
PORTLAND, OREGON 97204
(503) 274-7280

NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The 2000 annual meeting of shareholders of CFI ProServices, Inc., dba Concentrex
Incorporated, (the "Company" or "Concentrex") will be held at the Alder Room of
the Fifth Avenue Suites Hotel, located at 506 SW Washington, Portland, Oregon
97205, on Friday, May 19, 2000, at 10:00 a.m., Pacific Daylight Time, for the
following purposes:

(1) to elect three (3) Class 1 directors with terms expiring in 2003 (Proposal
1);
(2) to approve the Company's name change to Concentrex Incorporated (Proposal
2);
(3) to ratify the selection of Arthur Andersen LLP as the Company's auditors
for the year ending December 31, 2000 (Proposal 3); and
(4) to transact such other business as may properly come before the meeting or
any adjournment thereof.

Holders of Common Stock of record at the close of business on March 31, 2000 are
entitled to vote upon all matters properly submitted to shareholder vote at the
meeting.

The Board of Directors of the Company is soliciting the proxies of all holders
of the Common Stock who may be unable to attend the meeting in person. A proxy
and a stamped return envelope are enclosed for your use. No postage is needed if
mailed in the United States.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.

WE URGE YOU TO EXERCISE YOUR RIGHT TO VOTE BY PROMPTLY MARKING, SIGNING, DATING
AND RETURNING THE ENCLOSED PROXY CARD. THE PROMPT RETURN OF YOUR PROXY WILL SAVE
THE COMPANY THE ADDITIONAL EXPENSE OF FURTHER REQUESTS TO ENSURE THE PRESENCE OF
A QUORUM. YOU MAY VOTE IN PERSON AT THE MEETING, WHETHER OR NOT YOU PREVIOUSLY
HAVE RETURNED YOUR PROXY.

By Order of the Board of Directors,

Robert T. Jett
SECRETARY

Portland, Oregon
April 19, 2000

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CFI PROSERVICES, INC.
DBA CONCENTREX INCORPORATED
400 SW SIXTH AVENUE
PORTLAND, OREGON 97204
(503) 274-7280

PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2000

SOLICITATION AND REVOCATION OF PROXIES
The Board of Directors of CFI ProServices, Inc., dba Concentrex Incorporated,
(the "Company" or "Concentrex") is soliciting the proxies of all holders of the
Company's Common Stock who may be unable to personally attend the annual meeting
of shareholders to be held at the Alder Room of the Fifth Avenue Suites Hotel,
located at 506 SW Washington, Portland, Oregon 97205, on Friday, May 19, 2000,
at 10:00 a.m., Pacific Daylight Time. The Company requests that you sign and
return the enclosed proxy promptly.

This Proxy Statement, together with the accompanying proxy card and the
Company's 1999 Annual Report, are being mailed to shareholders commencing April
19, 2000. The Annual Report includes the Company's audited financial statements
for the fiscal year ended December 31, 1999.

All shares represented by proxies, which have been properly executed and
returned to the Company, will be voted at the meeting. Where a shareholder
eligible to vote specifies a choice by means of the ballot space provided in the
proxy, the shares will be voted in accordance with the specification so made. If
no specification is made, such shares will be voted FOR each proposal. The proxy
may be revoked by you at any time before it is exercised by (i) delivering to
the Company a later dated proxy; (ii) giving written notice of revocation to the
Secretary of the Company at the Company's address shown above; or (iii)
attending the meeting and voting your shares in person.

The solicitation of proxies by mail may be followed by personal solicitation of
certain shareholders, by officers or other employees of the Company. All
expenses of the Company associated with this solicitation will be borne by the
Company. In addition, the Company reserves the right to utilize the services of
an independent proxy solicitation firm to assist with the solicitation of
proxies. If the services of an independent proxy solicitation firm are used, the
cost is estimated not to exceed $5,000.

VOTING SECURITIES OF THE COMPANY

The Company had 5,365,225 shares of Common Stock outstanding on March 31, 2000.
Each holder of Common Stock of record at the close of business on March 31,
2000, will be entitled to one vote on all matters properly submitted at the
meeting for each share of Common Stock held of record. A majority of shares of
Common Stock outstanding at the close of business on March 31, 2000, must be
represented at the meeting, in person or by proxy, to constitute a quorum for
the transaction of business.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. YOU ARE URGED,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, TO SIGN AND RETURN YOUR PROXY.

<PAGE>

PROPOSAL 1
ELECTION OF DIRECTORS

The Company's Articles of Incorporation provide that the number of directors
serving on the Board of Directors shall be fixed as provided by the Bylaws, but
shall not be less than three (3). The Company's Bylaws provide that the Board of
Directors shall consist of not less than three (3) nor more than nine (9)
directors. The Articles and Bylaws also provide that at any time when the Board
of Directors consists of six (6) or more members, in lieu of electing the entire
Board of Directors annually, the Board shall be divided into three (3) classes,
with the method of classification made by the director then serving as Chairman
of the Board. Members of each of the three classes of directors generally are
elected to serve a three-year term, with the terms of office of each class
ending in successive years.

Until February of 2000, the Board of Directors consisted of eight (8) directors
divided into three classes. Assuming approval of the Board of Director nominees,
there will be nine (9) directors divided into three classes. Of these, six (6)
directors are continuing their terms after the Company's 2000 annual meeting,
one (1) director is standing for reelection at the Company's 2000 annual meeting
and two (2) directors are standing for election at the Company's 2000 annual
meeting for the first time.

CLASS 1 DIRECTORS. The Chairman has designated Matthew W. Chapman, Frank E.
Brawner and Robert B. Witt as Class 1 Directors. Mr. Chapman was elected to the
Board of Directors by the Company's shareholders at the 1997 annual meeting and
is serving a three-year term which terminates at the 2000 annual meeting. Mr.
Brawner and Mr. Witt are each standing for election for the first time since
being appointed to the Board of Directors in September 1998 and February 2000,
respectively. These three directors are nominees for election to the Board as
Class 1 Directors to serve until the 2003 annual meeting, or until their
successors have been duly elected and qualified.

In case any of the Class 1 Director nominees should become unavailable for
election for any reason, the persons named in the proxy will have discretionary
authority to vote for a substitute. Management knows of no reason why any of the
nominees would be unable to serve if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH NOMINEE LISTED.

Directors are elected by a plurality of the votes of the shareholders present or
represented by proxies at the annual meeting. Abstentions and broker non-votes
are counted for purposes of determining whether a quorum exists at the annual
meeting but are not counted and have no effect on the determination of whether a
plurality exists with respect to a given nominee.

<PAGE>

CLASS 1
(TERM ENDING 2000)

MATTHEW W. CHAPMAN
Chairman and Chief Executive Officer
Concentrex Incorporated Age 49
Portland, Oregon Director Since: 1987

Mr. Chapman has served as the Company's Chief Executive Officer since February
1988 and as its Chairman since February 1991. Mr. Chapman was President of the
Company from August 1987 to April 1992 and became a director in September 1987.
Prior to joining the Company, Mr. Chapman was outside counsel to the Company,
and was a founding partner of the law firm of Farleigh, Wada & Witt, P.C. Mr.
Chapman has previously served as a faculty member of the American Bankers
Association National Graduate Compliance School and the Credit Union National
Association Regulatory Compliance School. Mr. Chapman is a director of Microchip
Technology, Incorporated, a Chandler, Arizona manufacturer and supplier of
programmable microchips. Mr. Chapman is also a Trustee of the University of
Portland.

FRANK E. BRAWNER
Retired Age: 66
Neskowin, Oregon Director Since: 1998

Mr. Brawner served as the Chief Executive Officer of the Oregon Bankers
Association and the Independent Community Banks of Oregon from 1975 until his
retirement in 1998. He became President of the Oregon Bankers Association in
1992. From 1991 through 1998, Mr. Brawner also served as Executive Vice
President of the Oregon Mortgage Bankers Association. Mr. Brawner has also
served as Secretary of the Northwest Intermediate Banking Schools and as a
member of the Board of Directors of the Pacific Coast Banking School and the
Oregon Society of Association Executives.

ROBERT B. WITT
Executive Vice President & Chief Information Officer
Medibuy.com, Inc. Age 48
La Mesa, CA Director Since: 2000

Since May 1999, Mr. Witt has been employed as Vice President of Technology and
Chief Information Officer at Medibuy.com, Inc., a company providing e-commerce
solutions for the procurement of healthcare products such as medical supplies
and equipment. Prior to joining Medibuy, Mr. Witt served as Chief Information
Officer at Sequent Computer Systems from January 1995 until August 1998 and at
Oracle Corporation from September 1998 until April 1999. Mr. Witt also served as
Chief Information Officer for British Petroleum and was the President/Owner of
Witt Enterprises, a Value Added Remarketer of IBM mini computers. Mr. Witt is
also on the IS Advisory Council for Oregon State University.

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MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

CLASS 2
(TERM ENDING 2001)

ERAN S. ASHANY
Director
Allen & Company Incorporated Age: 37
New York, New York Director Since: 1993

Mr. Ashany has been employed by Allen & Company Incorporated, an investment
banking company, since August 1988, and has been a Vice President and Director
of that firm since September 1990 and February 1995, respectively. Mr. Ashany is
also a director of Eco-Bat Technologies, plc, a lead smelter and battery
recycler with operations in the United Kingdom, Germany, France, Italy and
Austria.

ROBERT P. CHAMNESS
President and Chief Operating Officer
Concentrex Incorporated Age: 47
Portland, Oregon Director Since: 1993

Mr. Chamness has served as President and Chief Operating Officer of the Company
since July 1995 and previously served as Executive Vice President and General
Counsel of the Company from April 1993. From 1985 to March 1993, Mr. Chamness
was a partner with the law firm of McKenna & Fitting, Los Angeles, California,
and its predecessor. From 1990 to 1994, Mr. Chamness served as the Chair of the
Consumer Financial Services Committee of the American Bar Association. Mr.
Chamness has authored numerous compliance manuals for the American Bankers
Association, including manuals relating to the Truth in Savings Act and consumer
lending.

L. B. DAY
President and Director
L.B. Day & Company, Inc. Age: 55
Portland, Oregon Director Since: 1999

Since 1995, Mr. Day has been President and a director of L.B. Day & Company,
Inc., a consulting firm which provides organization development, design and
planning services to clients at senior and executive levels. From 1983 to 1994
he served as Vice President and then President of Day-Floren Associates, Inc., a
consulting firm specializing in strategic planning for high-technology
companies. Mr. Day is a director of Microchip Technology, Incorporated, a
Chandler, Arizona manufacturer and supplier of programmable microchips.

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CLASS 3
(TERM ENDING 2002)

J. KENNETH BRODY
Chairman
ComPix Incorporated Age: 77
Portland, Oregon Director Since: 1990

Mr. Brody has served as the Chairman of ComPix Incorporated, a manufacturer of
infrared thermal analysis devices since 1984. Mr. Brody is also a Director of
the U.S. Navy Memorial Foundation and a member of the Yale Development Board.
From 1992 until December 1996, he served as a consultant to First Portland
Corporation and as a member of the management committee of Intercoastal
Manufacturing, Co., a golf cart parts sales and services company. Mr. Brody has
served as a consultant to the Company since 1998.

ROBERT T. JETT
Executive Vice President, Product Development Division and Secretary
Concentrex Incorporated Age: 55
Portland, Oregon Director Since: 1987

Mr. Jett has served as Executive Vice President and Secretary of the Company
since April 1984. Mr. Jett is responsible for managing the Product Development
Division. Prior to joining the Company, he managed the legal department of Evans
Products Company, a diversified manufacturing company.

LORRAINE O. LEGG
President and Chief Executive Officer
TIS Financial Services, Inc. Age: 60
San Francisco, California Director Since: 1995

Ms. Legg has served as President and Chief Executive Officer of TIS Financial
Services, Inc., an asset securitization and management company, since its
formation in 1984. Ms. Legg also serves as President, Chief Executive Officer
and a director of TIS Mortgage Investment Company, a real estate investment
trust. Prior to her involvement with TIS, Ms. Legg served as Vice President and
Treasurer of Boise Cascade Corp, a Fortune 500 forest products manufacturer, and
in various management roles with affiliates of Boise Cascade Corp. From 1967
through 1970, Ms. Legg was Vice President of the Federal National Mortgage
Association, and was a principal architect of the GNMA mortgage-backed security.
Ms. Legg also serves as Chairman of The Planned Giving Foundation, Inc., a
charitable organization.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors held three regular meetings, seven special meetings and
took action pursuant to two unanimous written consents during the year ended
December 31, 1999. There are five standing committees of the Board: the Audit,
Compensation, Nominating, Executive and Proxy Committees. During the 1999 fiscal
year, all of the directors attended at least 75% of the total number of meetings
of the Board of Directors and committees on which they served.

During 1999, the Audit Committee of the Board was comprised of Eran S. Ashany
(Chair), L. B. Day and Frank Brawner, none of whom was otherwise employed by the
Company. The Audit Committee reviews the results and scope of the audit and
other services provided by the Company's independent auditors, and reports
regularly to the Board. The Audit Committee held three meetings during 1999.

During 1999, the Compensation Committee was comprised of Eran S. Ashany, J.
Kenneth Brody (Chair), L. B. Day and Lorraine O. Legg, none of whom was
otherwise employed by the Company. This Committee reviews the performance of the
executive officers and considers executive compensation data in making
recommendations to the Board relating to salaries and incentive compensation for
executives. The Compensation Committee also administers the Company's Stock
Option Plans and approves stock option grants and contributions to the Company's
401(k) profit sharing plan. The Compensation Committee held no meetings during
1999, but took action pursuant to two unanimous written consents. See "Executive
Compensation - Compensation Committee Interlocks and Insider Participation."

During 1999, the Nominating Committee was comprised of J. Kenneth Brody, Robert
P. Chamness, Matthew W. Chapman and Lorraine O. Legg (Chair). This Committee
recommends to the Board of Directors nominees for election as directors.
Shareholders' suggestions for director nominees may be submitted to the
Secretary of the Company for consideration by the Nominating Committee. The
Nominating Committee held one meeting during 1999.

During 1999, the Executive Committee was comprised of J. Kenneth Brody, Matthew
W. Chapman (Chair), Lorraine O. Legg, Robert P. Chamness and Frank Brawner. This
Committee is empowered to exercise all of the authority of the Board in the
management of the Company except as otherwise may be provided by law. The
Executive Committee held no meetings during 1999, but took action pursuant to
two unanimous written consents.

During 1999, the Proxy Committee was comprised of Robert P. Chamness, Matthew W.
Chapman (Chair) and Robert T. Jett. This Committee votes shareholder proxies at
the annual meeting and at any special meetings if appointed by shareholders in a
written proxy. The Proxy Committee held no meetings during 1999.

<PAGE>

BOARD COMPENSATION

In accordance with the terms of the Outside Directors Compensation and Stock
Option Plan, all outside directors receive an annual retainer of $7,000 for
serving as members of the Board of Directors and $1,000 for each Board of
Directors meeting attended, as well as a stock option to purchase 4,000 shares,
granted on the first business day following the annual meeting of shareholders,
with an exercise price equal to the fair market value of the Company's Common
Stock at the close of trading on the last trading day prior to the issuance of
the option, in each case pro rated for service during a partial year. All
options granted under the Outside Directors Compensation and Stock Option Plan
are fully vested upon grant.

During 1999 the Company paid J. Kenneth Brody the sum of $12,000 for services as
a consultant. Mr. Brody has served the Company as a consultant since 1988. The
Company expects to retain Mr. Brody's services as a consultant in 2000 at
approximately the same level of business for the same level of compensation.

PROPOSAL 2
CHANGE OF NAME

The Company's Board of Directors has proposed a change in the Company's name
from "CFI ProServices, Inc." to "Concentrex Incorporated." In order to
effectuate this name change, Oregon law requires that the Company's Board of
Directors submit to the shareholders a proposed amendment to the Company's
Articles of Incorporation. The Company has been using the name Concentrex
Incorporated as a "dba" (doing business as) name since approximately June 1999.

The Company's Board of Directors believes that the name "Concentrex" better
reflects the Company's expanded operations as the result of its recent
acquisitions. The new name also more clearly connotes the Company's enhanced
ability to provide a broader range and type of services to its financial
institution customers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION CHANGING ITS NAME TO "CONCENTREX
INCORPORATED"

If a quorum is present at the annual meeting, the Amendment to the Company's
Articles of Incorporation changing the Company's name to "Concentrex
Incorporated" (Proposal 2) will be approved if a majority of the votes cast with
respect to the proposal are voted "for" approval of the proposal. Abstentions
and broker non-votes are counted for purposes of determining whether a quorum
exists at the annual meeting but are not counted as votes cast, and have no
effect on the results of the vote on Proposal 2.

<PAGE>

PROPOSAL 3
RATIFY THE SELECTION OF AUDITORS

Shareholders are requested to ratify the selection by the Board of Directors of
the firm of Arthur Andersen LLP as independent public accountant for the Company
for the 2000 fiscal year. Arthur Andersen LLP has served as the Company's
independent public accountant since 1987. A representative of the firm of Arthur
Andersen LLP is expected to attend the annual meeting, will have the opportunity
to make a statement to the Company's shareholders and will be available to
respond to appropriate questions. If shareholders do not ratify the appointment
of Arthur Andersen LLP, this advisory vote will be taken into account by the
Board of Directors in appointing auditors for the following fiscal year.

If a quorum is present at the annual meeting, the ratification of the
appointment of Arthur Andersen LLP as independent accountants for the Company
(Proposal 3) will be approved if the number of votes cast in favor of the
proposal exceeds the number of votes cast against it. Abstentions and broker
non-votes are counted for purposes of determining whether a quorum exists at the
annual meeting but are not counted as votes cast, and have no effect on the
results of the vote on Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.

OTHER MATTERS

Management does not know of any other matters to be presented at the annual
meeting. If other matters should be properly presented at the meeting, the
persons named in the accompanying proxy will vote the shares represented by such
proxy with respect to such matters in accordance with their best judgment.

NON-DIRECTOR EXECUTIVE OFFICERS

KATHLEEN M. BROMAGE Age: 42
Vice President, e-Commerce Group

Ms. Bromage joined the Company as Vice President of its newly formed e-Commerce
Group in connection with the Company's acquisition of MECA Software L.L.C.
("MECA") in May 1999. Ms. Bromage served as Executive Vice President and Chief
Financial Officer of MECA with responsibility for day-to-day operations as well
as for the execution of MECA's business strategy and development initiatives.
For twelve years prior to joining MECA, Ms. Bromage held several positions with
Shawmut National Corporation, a financial institution and prior to that she held
positions with Price Waterhouse, an accounting firm.

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<PAGE>

MICHAEL J. CLEMENT Age: 52
Senior Vice President, Customer Services Division

Mr. Clement joined the Company in October 1984 and has served as Senior Vice
President, Customer Services Division since October 1999 and previously as
Senior Vice President, Customer Support & Quality Assurance Division. Mr.
Clement was Senior Vice President of the Standard Products Group from October
1995 until May 1996 and from June 1996 until January 1998 he served as Vice
President of the Electronic Products Delivery Group. Prior to joining the
Company, Mr. Clement was a Regional Vice President for Evans Financial Corp., a
mortgage banking company.

DANIEL C. LARLEE Age: 48
Senior Vice President, Technology & Research Division and
Chief Technology Officer

Mr. Larlee joined the Company in April 1992 as its Director of Technology and
became a Vice President and Chief Technology Officer of the Company in September
1994. In January 1998, Mr. Larlee was elected Vice President, Technology &
Research Division and Chief Technology Officer and was promoted to Senior Vice
President in January 1999. From May 1989 until he joined the Company, Mr. Larlee
was Director of Technology for World Trade Services, a software and data
processing services provider to businesses engaged in international trade.

ZENON S. PIOTROWSKI Age: 44
Vice President, Standard Products

Mr. Piotrowski joined the Company in 1995 as Regional Sales Manager and served
as the Company's Director of National Sales starting in 1996. In 1997 he was
named Vice President of Sales. In July 1999, Mr. Piotrowski was elected Vice
President of Standard Products, responsible for driving development and product
strategy in the areas of retail delivery, consumer/commercial lending and
mortgage lending. Prior to joining Concentrex, Mr. Piotrowski served as Senior
Management Consultant for the Finance Industry Group at Lexmark International,
and in a variety of supervisory and sales positions at IBM.

LOIS M. ROBERTS Age: 54
Executive Vice President, Sales, Marketing &
Customer Relations

Ms. Roberts joined the Company in May 1993 as its Operations Software Product
Manager and was elected Vice President of Marketing and Corporate Communications
in October 1995. In January 1998, Ms. Roberts was elected Senior Vice President,
Sales, Marketing & Customer Services Division. In January 2000, Ms. Roberts was
elected Executive Vice President, Sales, Marketing & Customer Relations. Prior
to joining the Company in 1993, Ms. Roberts served as the President of Quickor
Net, Inc., a privately held data processing company located in Portland, Oregon.

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<PAGE>

KURT W. RUTTUM Age: 40
Vice President, Finance & Administration Division,
Chief Financial Officer and Treasurer

Mr. Ruttum joined the Company in November 1997 as Vice President, Finance &
Administration Division and Chief Financial Officer. In January 1999, Mr. Ruttum
was appointed Treasurer of the Company. From October 1996 until November 1997,
Mr. Ruttum was Vice President and General Counsel for Phoenix Gold
International, Inc., a manufacturer of car audio equipment. From February 1997
until November 1997, Mr. Ruttum also served as Secretary of Phoenix Gold
International, Inc. Mr. Ruttum was an attorney with the law firm Tonkon Torp LLP
in Portland, Oregon, where he emphasized corporate finance and securities
matters, from 1986 through August 1996

JEFFREY P. STRICKLER Age: 42
Vice President, Legal, Risk Management & Corporate Development Division,
General Counsel and Assistant Secretary

Mr. Strickler joined the Company in August 1994 as Corporate Counsel. He was
elected General Counsel and Assistant Secretary in January 1996 and Vice
President, Legal, Risk Management and Corporate Development Division, General
Counsel and Assistant Secretary in January 1998. From January 1991 until joining
the Company, Mr. Strickler served as Corporate Counsel for Cadre Technologies,
Inc., a developer and manufacturer of software development automation products
formerly located in Beaverton, Oregon. Mr. Strickler was an attorney with the
law firm Perkins Coie in Portland, Oregon from 1985 to January 1991.

ERIC T. WAGNER Age: 50
Senior Vice President, Custom Products

Mr. Wagner joined the Company as Senior Vice President in November 1995 in
connection with the Company's acquisition of Culverin Corporation, a developer
and distributor of financial institution sales and service delivery software
products ("Culverin"). In January 1998, Mr. Wagner was elected Senior Vice
President, Product & Corporate Integration, with responsibility for managing
CFI's retail delivery products and integration of the Company's products and
corporate organization. Mr. Wagner joined Culverin in 1979, and served as its
President and Director until its acquisition by the Company.

<PAGE>

SECURITY OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 29, 2000, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director, (ii) the "Named Executive Officers" (as defined under
"Executive Compensation"), (iii) all persons known by the Company, based upon
review of Schedules 13D and 13G filed with the Securities and Exchange
Commission, TO BE BENEFICIAL OWNERS OF MORE THAN 5% OF ITS COMMON STOCK, AND
(IV) ALL CURRENT EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP. The Company had
5,253,972 shares issued and outstanding on February 29, 2000.

COMMON STOCK (A)
-----------------------------------------------
NUMBER OF PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OUTSTANDING
- ----------------------------------------------------------- --------------------- -------------------------
<S> <C> <C>
Brown Capital Management
809 Cathedral Street
Baltimore, MD 21201 (B) 969,000 18.4%

Wellington Management Co. (C)
75 State Street
Boston, Massachusetts 02109 515,200 9.8%

Becker Capital Management (D)
1211 SW 5TH Avenue, Suite 2185
Portland, Oregon 97204 407,000 7.7%

Brinson Partners Inc. (E)
209 South Lasalle Street
Chicago, Illinois 60604 276,534 5.3%

Matthew W. Chapman (F) (G) 403,884 7.7%

Robert P. Chamness (H) 188,739 3.6%

Robert T. Jett (I) 182,629 3.5%

J. Kenneth Brody (J) 29,500 *

Lois M. Roberts (K) 24,368 *

Eran S. Ashany (L) 15,500 *

Lorraine O. Legg (M) 13,100 *

Frank E. Brawner (N) 5,293 *

L. B. Day (O) 4,663 *

Robert B. Witt (P) 3,151 *

Kathleen M. Bromage 1,400 *

All directors and executive officers as a group
(17 persons) (Q) 1,079,996 20.6%
- ------------------------
* Less than one percent

</TABLE>

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<PAGE>

A. Applicable percentage of ownership is based on 5,253,972 shares of Common
Stock outstanding as of February 29, 2000 together with applicable options
for such shareholders. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission, and includes
voting and investment power with respect to shares. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days after February 29, 2000 are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants, but
are not deemed outstanding for computing the percentage of any other
person.
B. Brown Capital Management ("Brown") is an investment adviser registered with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended. As of December 31, 1999, Brown, in its capacity as
investment adviser, may be deemed to have beneficial ownership of 969,000
shares of common stock of Concentrex Incorporated that are owned by
numerous investment advisory clients, none of which is known to have such
interest with respect to more than five percent of the class. As of
December 31, 1999, Brown had sole voting power with respect to 879,900
shares and sole dispositive power with respect to all 969,000 shares.
C. Wellington Management Company, LLP, ("WMC") is an investment adviser
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended. As of December 31, 1999, WMC, in its
capacity as investment adviser, may be deemed to have beneficial ownership
of 515,200 shares of common stock of Concentrex Incorporated that are owned
by numerous investment advisory clients, none of which is known to have
such interest with respect to more than five percent of the class. As of
December 31, 1999, WMC had shared voting power with respect to 209,800
shares and shared dispositive power with respect to all 515,200 shares.
D. Becker Capital Management ("Becker") is an investment adviser registered
with the Securities and Exchange Commission under the Investment Advisers
Act of 1940, as amended. As of December 31, 1999, Becker, in its capacity
as investment adviser, may be deemed to have beneficial ownership of
407,000 shares of common stock of Concentrex Incorporated that are owned by
numerous investment advisory clients, none of which is known to have such
interest with respect to more than five percent of the class. As of
December 31, 1999, Becker had sole voting power with respect to 369,400
shares and dispositive power with respect to all 407,000 shares.
E. Brinson Partners Inc. ("Brinson") is an investment adviser registered with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended. As of December 31, 1999, Brinson, in its capacity as
investment adviser, may be deemed to have beneficial ownership of 276,534
shares of common stock of Concentrex Incorporated that are owned by
numerous investment advisory clients, none of which is known to have such
interest with respect to more than five percent of the class. As of
December 31, 1999, Brinson had sole voting and shared dispositive power
with respect to all 276,534 shares.
F. THE ADDRESS FOR SUCH PERSON IS 400 S.W. 6TH Avenue, Portland, Oregon 97204.
G. Includes 96,000 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
H. Includes 173,300 shares issuable upon exercise of options exercisable
within 60 days of February 29, 2000.
I. Includes 48,000 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
J. Includes 12,000 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
K. Includes 21,824 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
L. Includes 12,000 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
M. Includes 12,000 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
N. Includes 5,293 shares issuable upon exercise of options exercisable within
60 days of February 29, 2000.
O. Includes 4,663 shares issuable upon the exercise of options exercisable
within 60 days of February 29, 2000.
P. Includes 1,151 shares issuable upon the exercise of options exercisable
within 60 days of February 29, 2000.
Q. Includes 568,479 shares issuable upon the exercise of options exercisable
within 60 days of February 29, 2000.

<PAGE>

EXECUTIVE COMPENSATION

COMPENSATION SUMMARY
Shown below is information concerning the annual and long-term compensation for
services in all capacities to the Company for the years ended December 31, 1999,
1998, and 1997, of the following persons: (i) the chief executive officer of the
Company as of December 31, 1999 and (ii) the other four most highly compensated
executive officers of the Company who were serving in that capacity as of
December 31, 1999. The individuals described in (i) and (ii) above are referred
to as the "Named Executive Officers."

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
---------------------------- ------------------------------
Restricted Securities All Other
Stock Underlying Compensation
Name and Principal Position Year Salary($)(1) Bonus($) Award($)(2) Options(#) ($) (3)
- ------------------------------- ------ ------------ ----------- ------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Matthew W. Chapman 1999 255,000 100,000 5,500 20,000 7,680
Chairman and Chief 1998 226,000 226,000 -- 30,000 11,180
Executive Officer 1997 205,000 -- -- -- 11,180

Robert P. Chamness 1999 227,500 75,000 5,500 16,500 9,356
Director, President and 1998 203,150 192,993 -- 25,000 12,800
Chief Operating Officer 1997 184,500 -- -- -- 12,800

Robert T. Jett 1999 200,000 50,000 5,500 10,000 9,356
Director, Executive Vice 1998 180,000 108,000 -- 15,000 12,800
President and Secretary 1997 162,500 -- -- -- 12,800

Lois M. Roberts 1999 175,000 50,000 5,500 5,000 2,156
Senior Vice President 1998 160,000 80,000 -- 16,000 12,800
1997 138,750 -- -- 5,000 3,915

Kathleen M. Bromage 1999 109,375 118,292 -- -- 480
Vice President 1998 -- -- -- -- --
1997 -- -- -- -- --

</TABLE>

(1) Includes amounts deferred by executive officers under the Company's 401(k)
profit sharing plan.

(2) Represents the dollar value of stock issued through the Company's Employee
Savings and Stock Ownership Plan. The Plan consists of two components:
bonus and 401(k) match. For the bonus, stock value was calculated at the
average stock price for the six months ended June 30, 1999. For the 401(k)
match, stock value was calculated at the average stock price per quarter.

3) Stated amounts include Company contributions to the Company's 401(k) profit
sharing plan, life insurance premiums, and parking and automobile allowance
as follows:

DESCRIPTION OF "ALL OTHER COMPENSATION" AMOUNTS

1999 1998 1997 DESCRIPTION
------- ------ ------ ---------------------------------
<S> <C> <C> <C> <C>
Matthew W. Chapman $ -- $3,200 $3,200 401(k) Plan contribution
480 780 780 Life insurance premium
7,200 7,200 7,200 Parking and automobile allowance
Robert P. Chamness -- 3,200 3,200 401(k) Plan contribution
480 780 780 Life insurance premium
8,876 8,820 8,820 Parking and automobile allowance
Robert T. Jett -- 3,200 3,200 401(k) Plan contribution
480 780 780 Life insurance premium
8,876 8,820 8,820 Parking and automobile allowance
Lois M. Roberts -- 3,200 3200 401(k) Plan contribution
480 780 715 Life Insurance premium
1,676 8,820 -- Parking and automobile allowance
Kathleen M. Bromage 480 -- -- Life Insurance premium

</TABLE>

<PAGE>

STOCK OPTIONS GRANTED
The following table contains information concerning the grant of stock options
under the Company's 1995 Consolidated Stock Option Plan (the "1995 Plan") to the
Named Executive Officers in 1999.

OPTION GRANTS IN LAST FISCAL YEAR

Potential
Realizable Value
At Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term (2)
---------------------------------------------------------- ---------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted (1) Fiscal Year ($/Sh.) Date 5% ($) 10% ($)
- ------------------------- ------------- ----------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Matthew W. Chapman 20,000 8.2% $12.25 1/21/09 $154,077 $390,466

Robert P. Chamness 16,500 6.8% $12.25 1/21/09 $127,114 $322,134

Robert T. Jett 10,000 4.1% $12.25 1/21/09 $77,038 $195,232

Lois M. Roberts 5,000 2.0% $12.25 1/21/09 $38,518 $97,615

Kathleen M. Bromage -- -- -- -- -- --

</TABLE>

(1) The option grants listed above all vest 20 percent per year on each of the
five anniversary dates following the date of grant.

(2) These calculations are based on certain assumed annual rates of
appreciation as required by rules adopted by the Securities and Exchange
Commission requiring additional disclosure regarding executive
compensation. Under these rules, an assumption is made that the shares
underlying the stock options shown in this table could appreciate at rates
of 5% and 10% per annum on a compounded basis over the ten-year term of the
stock options. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company's Common Stock and
overall stock market conditions. There can be no assurance that amounts
reflected in this table will be achieved.

<PAGE>

OPTION EXERCISES AND HOLDINGS

The following table provides information concerning the exercise of options
during 1999 and unexercised options held as of December 31, 1999, with respect
to the Named Executive Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of
Securities Underlying Value of Unexercised
Unexercised Options In-The-Money Options
Shares Acquired Value At FY-End (#) At FY-End ($) (1)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
------------------------ ------------------ ---------- ---------------------------- -------------------------
<S> <C> <C> <C> <C>
Matthew W. Chapman -- -- 66,000 / 84,000 -- / --

Robert P. Chamness -- -- 155,000 / 66,500 $102,250 / --

Robert T. Jett -- -- 33,000 / 42,000 -- / --

Lois M. Roberts -- -- 14,625 / 25,600 $1,150 / --

Kathleen M. Bromage -- -- -- / -- -- / --

</TABLE>

(1) Market value of the underlying securities at December 31, 1999, $8.0625 per
share, minus the exercise price of the unexercised options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, the Compensation Committee was comprised of Eran S. Ashany, J.
Kenneth Brody (Chair), L.B. Day and Lorraine O. Legg, none of whom was otherwise
employed by the Company.

In 1997, the Company formed Lori Mae, L.L.C., an Oregon limited liability
company ("Lori Mae"), with Pacific Securitization, Inc., a California
corporation involved in asset securitization. The Company and Pacific
Securitization, Inc. each own 50 percent of Lori Mae. Lori Mae was formed to
acquire and securitize standardized small business loans and credit lines
originated by the Company's client banks and other regulated financial
institutions. Lorraine Legg, a member of the Company's Board of Directors, owns
a 39.25 percent interest in Pacific Securitization, Inc.

<PAGE>

STOCK PERFORMANCE GRAPH

The SEC requires that registrants include in their proxy statement a line-graph
presentation comparing cumulative five-year shareholder returns on an indexed
basis, assuming a $100 initial investment and reinvestment of dividends, of (a)
the Company, (b) a broad-based equity market index and (c) an industry-specific
index. The following graph includes the required information from December 31,
1994 through the end of the last fiscal year (December 31, 1999). The
broad-based market index used is the Russell 2000 market index ("Russell 2000")
and the industry-specific index used is the Standard & Poors Computer Software &
Services Index. [GRAPHIC OMITTED]

Annual Percentage Return
Years Ended
------------------------------------------------------------------------
Company/Index 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Concentrex Incorporated 10.19 (4.20) (14.04) (5.10) (29.57)
S&P Software & Services 40.53 55.46 39.30 81.19 84.93
Russell 2000 26.21 14.76 20.52 (3.45) 19.62

</TABLE>

Indexed Returns
Base Years Ended
Period ------------------------------------------------------------------------
Company/Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Concentrex Incorporated $100.00 $110.19 $105.56 $90.74 $86.11 $ 60.65
S&P Software & Services 100.00 166.12 258.25 359.75 651.84 651.84
Russell 2000 100.00 126.10 146.90 179.74 175.16 175.16

</TABLE>

<PAGE>

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company entered into an Employment Agreement (the "Agreement") with Eric T.
Wagner on November 21, 1995 when it acquired Culverin Corporation. The Agreement
expires on November 20, 2000. The Agreement provided Mr. Wagner with an initial
annual base salary of $120,000, with adjustments made annually as determined by
the Company's President, and incentive compensation based upon the achievement
of certain performance objectives. In the event that the Agreement is terminated
by the Company for convenience or by Mr. Wagner for good reason, then Mr. Wagner
is entitled to severance in an amount not more than the amount he would have
received during the remaining term of the Agreement, but not less than the
lesser of (i) the amount he received during the twelve month period immediately
preceding the termination or (ii) the amount he would have received during the
remaining term of the Agreement.

The Company has entered into Executive Retention Agreements, currently with ten
executive officers of the Company, including four of the Named Executive
Officers. The Executive Retention Agreements provide favorable severance
benefits for the executive officers should their positions be diminished or
terminated due to a change in control. Specifically, they authorize, upon the
occurrence of a change-in-control, a severance payment to the executive officer
of a single payment in cash equal to three times the officer's annual
compensation, including base, bonus and incentive compensation, at the rate in
effect immediately prior to termination or at the rate in effect immediately
prior to the change in control of the Company, whichever is greater. The
executive officers may also receive certain other benefits in the event of a
change in control, all of which are described in the Executive Retention
Agreement.

In connection with our acquisition of MECA, we assumed the obligations under an
employment agreement between Kathleen Bromage and MECA. Ms. Bromage is Vice
President of our E-commerce Group. Her employment agreement provides that, among
other things, Ms. Bromage is entitled to receive one year continuation of
salary, short term incentive awards and benefits if she is terminated without
cause.

REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE MANAGEMENT COMPENSATION

EXECUTIVE COMPENSATION PRINCIPLES
In administering the Company's executive compensation management program, the
Compensation Committee is guided by the following principles:

1. The principal purpose of the program is to attract, retain and motivate key
employees.

2. The program is based upon the achievement of measurable results, both short
term and long term.

3. The program must therefore be composed of short-term and long-term elements
based upon short-term and long-term goals.

4. A principal purpose of the program is to maximize the interest of the
shareholders.

5. Meaningful stock ownership by key employees and stock performance are
important components of the plan.

<PAGE>

6. The base elements of the plan should be comparable to compensation paid by
like companies for like responsibilities, but should provide opportunities
for superior rewards based upon exceptional results.

7. Exceeding plan goals should materially increase rewards.

8. The plan should reward not only Company performance, but also excellent
individual performance.

9. The plan should provide internal equity.

ELEMENTS OF THE PROGRAM
The primary elements of the compensation program are the short-term components
of base pay and incentive compensation and the long-term component of stock
options.

BASE PAY
The Company's executive compensation is based on the annual Financial Plan
prepared by Company management and reviewed and adopted by its Board of
Directors. The Plan provides the benchmark for the measurement of performance.

Surveys of companies in comparable industries are then used to set base pay. In
establishing 1999 base pay, the Compensation Committee relied upon a report by
Arthur Andersen LLP, which included certain published surveys and Arthur
Andersen internal data. Some of the companies included in such surveys are also
included in the industry specific index used by the Company in its stock
performance graph. This process resulted in increases averaging eleven percent
from 1998 to 1999.

INCENTIVE COMPENSATION
A critical principle here is the greater the responsibility and ability to
affect results, the higher the proportion of salary paid as incentive
compensation. For 1999, the incentive compensation for the Company's Named
Executive Officers below was based upon the achievement of Plan Performance
Objectives, consisting of Personal Objectives and Financial Plan Objectives.
Personal Objectives for each of the Named Executive Officers below other than
the Chief Executive Officer were set by the Chief Executive Officer. Personal
Objectives for the Chief Executive Officer were set by the Compensation
Committee.

For 100% achievement of Plan Performance Objectives, each of the Named Executive
Officers below was to receive a percentage of his/her base salary as set forth
below (the "Plan Bonus Amount"):

Matthew W. Chapman 100% of base salary
Robert P. Chamness 100% of base salary
Robert T. Jett 60% of base salary
Lois M. Roberts 50% of base salary

<PAGE>

Kathleen M. Bromage earned a bonus and a deferred compensation award in 1999
based upon pre-existing contractual obligations that were assumed by Concentrex
as part of the MECA acquisition. In 1999, Ms. Bromage earned a short-term bonus
of $100,000 and a deferred compensation award (the "DCA") of $100,000. One third
of the DCA will be paid to Ms. Bromage on each of January 31, 2001, 2002 and
2003, if she remains an employee of Concentrex on such dates.

Other than Ms. Bromage, the Named Executive Officers' entitlement to incentive
compensation begins upon achievement of least 70% of Plan Performance
Objectives, provided that no incentive compensation may be awarded unless the
Company achieves at least 70% of the Financial Plan Objectives. In the event the
Company achieves between 70% and 100% of the Financial Plan Objectives, the
Named Executive Officers would be entitled to receive a proportional amount of
the incentive compensation they would be entitled to receive for achieving 100%
of the Plan Performance Objectives (3-1/3% for each 1% increase between 70% and
100% of the Financial Plan Objectives). In the event that the Company achieves
in excess of 100% of the Financial Plan Objectives, the Named Executive Officers
may be awarded an additional bonus in an amount equal to 1% (2% for the Named
Executive Officers who are also Directors of the Company) of such officer's Plan
Bonus Amount for each 1% that the Company's financial performance exceeds
Financial Plan Objectives; provided, however, that in no event shall any
incentive compensation be paid with respect to financial performance in excess
of 120% of the Company's Financial Plan Objectives.

While the Company's program is intended to provide competitive base pay for its
executives, it is designed to provide higher than competitive rewards for
outstanding performance.

The Company achieved less than 70% of the 1999 Financial Plan Objectives. As a
result, the Board of Directors determined that no bonuses be paid to the Named
Executive Officers under this bonus plan related to 1999 performance.

In 1999 the Company completed two major acquisitions, fundamentally and
materially enhancing its size and scope of operations: MECA Software, LLC and
ULTRADATA Corporation. In recognition of the extraordinary efforts of certain
members of the management team in negotiating and closing these acquisitions and
the related financing transactions, the Compensation Committee awarded
extraordinary bonuses to the Named Executive Officers listed below that were
outside the incentive compensation program described above:

Matthew W. Chapman $100,000
Robert P. Chamness $75,000
Lois M. Roberts $50,000
Robert T. Jett $50,000

STOCK OPTION PLANS
Stock options provide the long-term element of the compensation program. The
Compensation Committee also administers the Company's stock option plans. The
largest number of stock option shares are granted to those executive officers of
the Company who are in a position to most significantly advance the Company's
long-term goals. Except in the case of initial hires, such grants are made
annually, following annual focal point reviews and salary adjustments. Most of
the Company's option agreements include a five-year vesting schedule, which
furthers retention of key executives. A stock option grant is intended to
encourage substantial stock ownership by

<PAGE>

executive officers and to make the risks and rewards of stock ownership a
principal determinant in the motivation and performance of management. Stock
ownership and prospective stock ownership related to the stock ownership program
are intended to insure the unity of the interests of management and the
shareholders.

Since its inception, the Company has followed a policy of extending stock
options to a broad base of employees below the executive management level for
the purpose of strengthening employee loyalty to and identity with the Company,
and motivating employee interest in the Company's success. The Company has never
repriced its stock options.

COMPANY PERFORMANCE AND CEO COMPENSATION
For 1999, Matthew W. Chapman's base salary, as approved by the Compensation
Committee, was $255,000. The base salary was determined using the same method as
for other executive officers, as discussed above under "Base Pay." In 1999, the
Company achieved less than 70% of its 1999 Financial Plan Objectives. Although
the Company's Board of Directors has determined that Mr. Chapman significantly
achieved his personal objectives, in accordance with plan policy Mr. Chapman did
not receive a 1999 performance bonus award except for the previously described
bonus related to the Company's 1999 acquisitions.

DEDUCTIBILITY LIMITATIONS UNDER SECTION 162(M) OF INTERNAL REVENUE CODE
The Company has not adopted a policy with respect to executive compensation in
excess of $1,000,000 a year and has not paid compensation at such levels. The
Company will continue to review existing limitations on the tax deductibility of
such compensation.

COMPENSATION COMMITTEE
J. Kenneth Brody (Chair) Eran S. Ashany Lorraine O. Legg L. B. Day

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company engaged the services of Michaels Printing, Inc. for purposes of
printing and related services, for which the Company paid an aggregate of
approximately $69,900 during 1999. Robert T. Jett, Executive Vice President,
Secretary and a member of the Board of Directors of the Company, is the brother
of Michael Jett, an equity owner of Michaels Printing, Inc. The Company believes
that the terms and conditions under which printing orders have been made with
Michaels Printing, Inc. have been based on competitive prices for similar
services available within the Portland metropolitan area. The Company expects to
continue this business relationship in 2000.

Pursuant to a Stock Sale and Purchase Agreement (the "Agreement") entered into
by the Company in connection with its acquisition of all of the issued and
outstanding common stock of Culverin Corporation in November 1995, Eric Wagner,
a former Culverin shareholder and an executive officer of the Company, received
$1,177,877 cash paid in installments through December 31, 1999, and 10,704
shares of the Company's Common Stock on January 1, 1998.

20
<PAGE>

Certain other contingent payments will be made on an annual basis through
September 30, 2001. The contingent payments will be equal to specified
percentages of the Company's revenues (as such term is defined in the Agreement)
attributable to the licensing of certain products in each fiscal year during
such period. Contingent payments made through December 31, 1999 total $1,090,822
and were made in cash. Contingent payments earned in 2000 may be made, at the
Company's option, either in cash or in combination of cash and the Company's
Common Stock. The aggregate payments to be made by the Company pursuant to the
Agreement to all former Culverin shareholders, including Mr. Wagner, cannot
exceed $10 million.

The Company has pledged a certificate of deposit in the amount of $200,000 with
a bank, securing a loan by the bank to Robert P. Chamness in connection with
construction of Mr. Chamness' principal residence. The loan is scheduled to be
repaid upon the sale of Mr. Chamness' current residence.

On August 13, 1999 the Company and its subsidiaries entered into a financing
agreement (the "Financing Agreement") with Foothill Capital Corporation
("Foothill") and certain other parties (collectively, the "Lenders") for three
credit facilities aggregating $80 million. The credit facilities provided under
the Financing Agreement terminate on August 13, 2002. One of the Lenders, Levine
Leichtman Capital Partner II, L.P., is the beneficial owner of more than 5% of
the Company's capital stock (as defined in Rule 13d-3 of the Exchange Act) by
virtue of its ownership of a Lender Warrant and a Subordinated Note.

The first credit facility under the Financing Agreement is a revolving credit
facility (the "Foothill Revolver") for up to $15 million, subject to borrowing
base restrictions related to accounts receivable of the Company and its
subsidiaries. The Foothill Revolver bears interest at an annual rate equal to
the prime rate plus 1.0%. On August 13, 1999 the Company drew $1.7 million under
the Foothill Revolver in connection with the ULTRADATA acquisition. The interest
rate on the Foothill Revolver was 9.5% at December 31, 1999.

The second credit facility under the Financing Agreement is a term loan for $35
million (the "Term A Loan") that bears interest at an annual rate equal to the
prime rate plus 2.0%. The Term A Loan has scheduled quarterly prepayments of
principal beginning in the second quarter of 2000 that are expected to aggregate
$19 million over the term of the loan; the expected remaining principal of $16
million is due on August 13, 2002. On August 13, 1999 the Company drew $35
million under the Term A Loan in connection with the ULTRADATA acquisition. The
interest rate on the Term A Loan was 10.5% at December 31, 1999.

The third credit facility under the Financing Agreement is a term loan for $30
million (the "Term B Loan") that bears interest at an annual rate equal to the
prime rate plus 5.0%. The Term B Loan has no scheduled prepayments of principal.
The Term B Loan is due in full on August 13, 2002. On August 13, 1999 the
Company drew $30 million under the Term B Loan in connection with the ULTRADATA
acquisition. The interest rate on the Term B Loan was 13.5% at December 31,
1999.

In connection with the credit facilities provided under the Financing Agreement,
the Company issued to the Lenders warrants (the "Lender Warrants") to purchase
up to 381,822 shares of the common stock of the Company, which represented 5.0%
of the fully diluted common stock of the Company at the date of issuance. The
exercise price of the Lender Warrants is $10.00 per share. The Company has
registered for resale the shares of common stock issuable upon exercise of the
Lender Warrants. The Lender Warrants are exercisable through August 13, 2004.
The Company also issued warrants to purchase 58,000 shares of common stock to
the debt placement agent in

<PAGE>

connection with obtaining the credit facilities under the Financing Agreement.
The warrants issued to the debt placement agent have the same terms as the
Lender Warrants.

On August 13, 1999 the Company also issued 10% Convertible Subordinated Discount
Notes (the "Subordinated Notes") in the aggregate original face amount of $7.4
million (with original issue discount of $1.9 million). The Subordinated Notes
are generally non-callable by the Company through August 13, 2002. Interest at
10% per annum accretes on the Subordinated Notes through August 13, 2002 and
then becomes payable in cash by the Company if the Subordinated Notes are not
redeemed or converted by that date. The Subordinated Notes are initially
convertible into a maximum of 743,754 shares of the Company's common stock at
the election of the holders. The actual number of shares into which the
Subordinated Notes are convertible depends upon the date of conversion and the
amount of interest accreted on the Subordinated Notes through the date of
conversion. The conversion price of the Subordinated Notes is $10.00 per share.
If the average closing price of the Company's common stock for the 10 trading
days ending on August 12, 2000 is less than $10.00 per share, the conversion
price will be reduced at that time to equal such average price. The Subordinated
Notes are due on August 13, 2004 if not previously converted by that date. The
Company received gross proceeds of $5.5 million upon issuance of the
Subordinated Notes, all of which was used in connection the ULTRADATA
acquisition.

During the fourth quarter of 1999, we amended our financing agreements with the
Lenders. In consideration for those amendments, we agreed to pay fees of 2% of
the total loan commitments (a total of $1.7 million) and agreed to decrease the
exercise and conversion prices of certain warrants and convertible notes held by
the Lenders from $12.34 per share to $10 per share. The new exercise and
conversion prices for the warrants were established at a 24% premium to the
market price of our common stock at December 31, 1999.

In connection with our acquisition of MECA in 1999, the Company assumed certain
obligations under an employment agreement between MECA and Kathleen Bromage.
Under the agreement Ms. Bromage is entitled to $175,000 a year base salary and
short term and long term incentive awards. If Ms. Bromage is terminated other
than for "cause" she is entitled to receive her base salary and short term
incentive awards for 12 months after termination.

Also in connection with the MECA acquisition, we assumed certain obligations
under an employment agreement between Paul Harrison, MECA's former President and
MECA. Mr. Harrison served as a Vice President of Concentrex until October 1,
1999 when his employment ended. The obligations assumed include continuation
through December 31, 2000 of Mr. Harrison's salary of $300,000 and his benefits.
He is also entitled to payments of $543,344 due on January 31, 2000 and
$1,281,733 due on January 31, 2001.

<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Act") requires the
Company's directors and officers and persons owning more than 10% of the
Company's Common Stock to file reports of initial ownership and changes in
ownership of the Company's Common Stock with the Securities and Exchange
Commission. The Company is required to disclose in this proxy statement any late
filings of those reports made during the past fiscal year. To the Company's
knowledge, based solely on its review of the copies of such reports furnished to
the Company or otherwise in its files and on written representations from its
directors, executive officers and ten percent shareholders that no other reports
were required, the Company's officers, directors and ten percent shareholders
complied with all applicable Section 16(a) filing requirements during the fiscal
year ended December 31, 1999, except that Messrs. Chapman, Chamness, Jett and
Clement each filed a Form 5 for 1999 that reported one stock option grant from
the Company which should have been reported on an earlier Form 5 for 1998, and
Mr. Larlee and Ms. Roberts each filed a Form 5 for 1999 that reported two stock
option grants from the Company which should have been reported on two earlier
Form 5s, one for 1997 and one for 1998. The options reported in the above Form
5s were timely disclosed in all of the Company's other securities filings,
including its proxy statements.

SHAREHOLDER PROPOSALS

Proposals by shareholders intended to be presented at the Company's 2001 annual
meeting must be received by the Company at its principal executive office no
later than December 8, 2000 in order to be included in the Company's 2000 Proxy
Statement and proxy card. In the case of a shareholder proposal not included in
the proxy statement but nonetheless raised at the annual meeting, unless the
Company receives notice of the proposal not later than February 21, 2001, the
enclosed proxy allows the Company's management to use discretionary voting
authority in connection with such a proposal.

By Order of the Board of Directors,

Robert T. Jett
SECRETARY
Portland, Oregon
April 19, 2000

23
<PAGE>

CFI PROSERVICES, INC.
D/B/A CONCENTREX INCORPORATED
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2000

The undersigned hereby names, constitutes and appoints Matthew W. Chapman,
Robert P. Chamness and Robert T. Jett, and each of them with the power of
substitution, my true and lawful attorneys and Proxies for me and in my place
and stead to attend the Annual Meeting of the Shareholders of CFI ProServices,
Inc., d/b/a Concentrex Incorporated (the "Company" or "Concentrex") to be held
at 10:00 a.m. Pacific Daylight Time on Friday, May 19, 2000, and at any
adjournment thereof, and to vote all the shares of Common Stock held of record
in the name of the undersigned, with all the powers that the undersigned would
possess if he were personally present.

1. PROPOSAL 1--Election of Directors |_| FOR all nominees, except as marked to
the contrary in the list below.
|_| WITHHOLD AUTHORITY to vote for all
nominees listed below.

To withhold authority to vote for any individual nominee, strike a line through
nominee's name in the list below:

MATTHEW W. CHAPMAN FRANK E. BRAWNER ROBERT B. WITT

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF
THE NOMINEES NAMED ABOVE.

2. PROPOSAL 2--To approve the Company's name change to Concentrex Incorporated.

FOR PROPOSAL 2 |_| AGAINST PROPOSAL 2 |_| ABSTAIN ON PROPOSAL 2 |_|

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF PROPOSAL 2

3. PROPOSAL 3--To ratify the appointment of Arthur Andersen LLP as the
Company's independent accountants for the year ending December 31, 2000.

FOR PROPOSAL 3 |_| AGAINST PROPOSAL 3 |_| ABSTAIN ON PROPOSAL 3 |_|

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF PROPOSAL 3

4. Upon such other matters as may properly come before, or incident to the
conduct of the Annual Meeting, the Proxy holders shall vote at their
discretion and in such manner as they determine to be in the best interests
of the Company. Management is not presently aware of any such matters to be
presented for action at the meeting.

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. IF NO SPECIFIC
DIRECTION IS GIVEN AS TO ANY OF THE ABOVE PROPOSALS, THIS PROXY WILL BE VOTED
FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.

-----------------------------
Shares held

-----------------------------
Social Security Number

-----------------------------
Shareholder (sign name)
I do ( ) do not ( ) plan to attend the
(Please check) meeting.

The shareholder signed above reserves the
right to revoke this Proxy at any time prior
to its exercise by written notice delivered
to the Company's Secretary at the Company's
corporate offices at 400 S.W. Sixth Avenue,
Portland, Oregon 97204, prior to the Annual
Meeting. The power of the Proxy holder shall
also be suspended if the shareholder signed
above appears at the Annual Meeting and
elects in writing to vote in person.

SIGNATURE(S)
DATED_______, 2000

NOTE:Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.