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Mirus Provides Fairness Opinion to INSCI, Gives Blessing to Webware Deal

WebWare

WESTBOROUGH, Mass. – SEPTEMBER 10, 2003 – INSCI Corp. (OTC Bulletin Board: INSS), a leading provider of Enterprise Content Management (ECM) solutions, today announced the acquisition of WebWare, a provider of award-winning digital asset management (DAM) solutions. The acquisition, made for cash and stock, offers INSCI growth capability through a broader suite of products, new market opportunities, additional management talent, and expanded worldwide distribution. Mirus Securities Inc. provided a fairness opinion to the board of INSCI in connection with the Webware deal. Further terms of the transaction will be disclosed on Form 8K to be filed with the SEC by the end of the month.

INSCI’s strong partner relationships, large customer base, and market longevity should have, in combination, a positive impact on the development and marketing of WebWare ActiveMedia software products. This transaction is anticipated to accelerate the development of the next generation of ActiveMedia SOAP/J2EE platform.

WebWare ActiveMedia software brings INSCI a digital asset management platform for integrating rich media content — such as images, illustrations, layouts, slide presentations, video and animation — into content management systems, web publishing systems, and e-commerce portals. This complementary technology is expected to broaden INSCI’s product suite, which is designed for the capture, long-term preservation and web presentment of such content as banking and financial statements, explanations of benefits (EOBs), claim images, and e-mail. The resulting expanded enterprise solution manages wide-ranging business content — from documents to e-mail, graphic images to video.

ActiveMedia is the industry’s first J2EE/SOAP-based DAM platform, which helped open new opportunities beyond media and entertainment into financial services, pharmaceutical, and the US government. A Web Services strategy also permitted WebWare to establish an indirect sales strategy through reseller agreements with system integrators such as Ascertane, Aquent, and TranTech. Major clients include Boeing, Bristol-Myers Squibb, Charles Schwab, DuPont, E*TRADE, National Football League, National Geographic Channel, and Scripps Networks. eContent Magazine named WebWare to its 2002 eContent 100 list of leading digital content industry companies, and Frost & Sullivan honored WebWare with the 2002 Market Engineering Award for Customer Service Leadership.

“The product distinction and market visibility of WebWare ActiveMedia provides INSCI additional market presence to affect a growth strategy moving forward,” said Henry F. Nelson, INSCI President and CEO. “At the same time, we believe that the WebWare ASP and OEM models offer deployment flexibility and a more predictable revenue stream through subscription-based pricing.”

Frost and Sullivan Senior Analyst, Mukul Krishna, said, “This transaction is good for INSCI. Digital asset management represents a tremendous growth opportunity for the ECM market. It is becoming a must-have technology for any serious enterprise content management player.”

Krishna added, “INSCI will benefit from WebWare ActiveMedia technology leadership and brand recognition in the DAM space. Excellent customer service has allowed WebWare to convert strong customer loyalty into ongoing, repeat business with Global 2000 companies. In addition, this is an opportunity for INSCI to accelerate its revenue growth strategy by leveraging WebWare’s successful OEM and outsourced services business model.”

“This transaction will provide INSCI additional strength to further accelerate established WebWare ActiveMedia market momentum,” said Nicholas D. Troiano, former president and CEO of WebWare Corp. “The combined resources will serve to enhance premiere service levels to the WebWare client base.”

About Mirus Securities

Mirus Securities Inc. (Member of FINRA/SIPC) provides investment banking solutions to corporate clients in the areas of software, online media, business services, and niche manufacturing. Founded in 1987, Mirus provides corporate finance advisory services on engagements including mergers, acquisitions, divestitures, valuations, and fairness opinions. Additional information about the firm is available at www.merger.com.

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