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DSET Corporation
1011 US Highway 22, Bridgewater, NJ 08807 * (908) 526-7500

The company is a leading provider of telecommunications network management solutions, including industry-standard application development tools, custom application development services and carrier-to-carrier network applications.

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
BancAmerica Robertson StephensCo-manager (415) 989-8500
SoundView Financial Group, Inc.Co-manager (203) 462-7242

Offering Information
NASNTL:DSET High-Tech: SIC 7371
Type of Shares:Common Shares Filing Date:1/7/98
U.S. Shares:3,500,000 Offer Date:3/12/98
Non-U.S. Shares:0 Filing Range:$15.00 - $16.00
Primary Shares:2,500,000 Offer Price:$16.00
Secondary Shares:1,000,000 Gross Spread:$1.12
Offering Amount: $54,250,000 Selling:$0.64
Expenses:$750,000 Reallowance:$0.10
Post-IPO Shares:9,303,092
Employees:125

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Buchanan Ingersoll
Bank's Law Firm: Testa, Hurwitz & Thibeault
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$13.12$13.42$9.25Assets:$11.47
Net Income:$2.01$1.65$1.39Curr Assets:$9.42
EPS:$0.25$0.19$0.17Liabilities:$4.28
Prior EPS:$1.30-$0.02Curr Liab:$4.05
Cash Flow/Oper:$0.53$0.21-$5.05Equity:$7.20
Cash Flow/Fin:-$5.05-$1.40-$0.14Cash:$2.46
Cash Flow/Inv:-$0.90Working Cap:$5.37

Competition
Competition in DSET's markets is intense and involves rapidly changing technologies, evolving industry standards, frequent new product introductions and rapid changes in customer requirements. To maintain and improve its competitive position, DSET must continue to develop and introduce, on a timely and cost-effective basis, new products, features and services that keep pace with the evolving needs of its customers. The principal competitive factors affecting the market for the Company's software tools are product reputation, quality, performance, price, customer support and product features such as adaptability, scalability, ability to integrate with other products, functionality and ease of use. The Company believes that the principal competitive factors in the market for application development services include compliance with industry standards, quality of service and deliverables, speed of development and implementation, price, project management capability and technical and business expertise. The Company believes that the principal competitive factors in the market for carrier-to-carrier applications includes many of the same factors as the market for application development services as well as the ability of such applications to facilitate the flow-through of information between carriers' networks and systems. While there can be no assurance that the Company will be able to compete effectively based upon such competitive factors, DSET believes that its capabilities in TMN applications differentiates its products and services in the marketplace.

Business Plan
The Company's objective is to become the leading provider of industry- standard network management solutions for evolving telecommunications networks. The Company's strategy involves the following key elements: (I) Extend Technological Leadership, (ii) Expand Application Development Services, (iii) Deliver a Suite of Carrier-to-Carrier Applications, (iv) Expand Sales and Distribution Capabilities and (v) Pursue Strategic Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital and possible acquisitions.

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