SCHEDULE 14a
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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 Commission Only
(as permitted by Rule 14a-6(e)(2)
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SAZTEC INTERNATIONAL, INC.
--------------------------
(Name of registrant as Specified in Its Charter)
__________________________________________________________
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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, of
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 ___________

SAZTEC INTERNATIONAL, INC.

-----------------------------------

NOTICE OF ANNUAL MEETING ON APRIL 30, 2002
AND PROXY STATEMENT

This Notice of Annual Meeting, Proxy Statement and Form of Proxy
are being mailed to stockholders on or about April 10, 2002.

TABLE OF CONTENTS

Page
----

NOTICE OF ANNUAL MEETING 3

PROXY STATEMENT 4

GENERAL INFORMATION 4

LEGAL PROCEEDINGS 5

EXECUTIVE COMPENSATION 5-6

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7-8

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 9

ELECTION OF DIRECTORS 9-11

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES 11-12

EXECUTIVE OFFICERS 12

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 12

AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK 12-13

OTHER MATTERS 13

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLAINCE 13

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. HOWEVER,
WHETHER OR NOT THEY EXPECT TO ATTEND IN PERSON, ALL STOCKHOLDERS ARE REQUESTED
TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE POSTAGE-PREPAID
ENVELOPE FOR THAT PURPOSE. PROXIES ARE REVOCABLE AT ANY TIME, AND STOCKHOLDERS
WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE IN PERSON IF
THEY SO DESIRE, PROVIDED THAT THE STOCK IS HELD IN THEIR RESPECTIVE NAMES AND
NOT IN THE NAME OF A STREET NOMINEE.

Requests for additional copies of proxy material should be addressed to Vidur V.
Bhogilal, Secretary, SAZTEC International, Inc., 900 Middlesex Turnpike Bldg. 5,
Billerica, MA 01821.

SAZTEC INTERNATIONAL, INC.
900 Middlesex Turnpike Bldg. 5
Billerica, MA 01821

-----------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 30, 2002

-----------------------------------

TO THE STOCKHOLDERS OF SAZTEC INTERNATIONAL, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SAZTEC
INTERNATIONAL, INC., (the "Company") will be held at the Company's headquarters
at 900 Middlesex Turnpike Bldg. 5, Billerica, MA 01821, on April 30, 2002 at
8:30 A.M., Eastern Standard Time, for the following purposes:

1. To elect seven (7) Directors of the Board of Directors of the Company,
each for the term of one year or until their successors shall have
been duly elected and qualified;

2. To ratify the appointment of Grant Thornton LLP as independent
certified public accountants for the year ended June 30, 2002;

3. To approve a proposal to amend the Company's Articles of Incorporation
to increase the number of authorized shares of the Company's Common
Stock from 10,000,000 to 15,000,000; and

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.

Only stockholders of record at the close of business on April 1, 2002 are
entitled to notice of and to vote at the meeting or any adjournment thereof.

A copy of the Company's 2001 Annual Report on Form 10-KSB, accompanies this
Notice. This accompanying document is part of the proxy soliciting material and
is incorporated by this reference.

Billerica, Massachusetts By Order of the Board of Directors
April 10, 2002

/s/Vidur V. Bhogilal
--------------------
Vidur V. Bhogilal, Secretary

SAZTEC INTERNATIONAL, INC.
900 Middlesex Turnpike Bldg. 5
Billerica, MA 01821
-----------------------------------
PROXY STATEMENT
GENERAL INFORMATION

The accompanying Proxy is solicited by the management of SAZTEC International,
Inc. (the "Company") to be used at the Annual Meeting of Stockholders to be held
on April 30, 2002 at 8:30 a.m., Eastern Time, at the Company's offices at 900
Middlesex Turnpike Bldg. 5, Billerica, MA 01821, and at any adjournment or
adjournments thereof. At the meeting, shareholders will vote on the following
proposals: (1) the election of seven directors, (2) the ratification of Grant
Thornton LLP as independent accountants, (3) the approval of an amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of Common Stock from 10,000,000 shares to 15,000,000 shares and (4) any other
such business which may properly come before the meeting will be transacted.
The shares represented by valid proxies in the enclosed form will be voted as
specified if executed and received in time for the meeting. Proxies returned
with no indication as to how they should be voted will be voted in favor of each
of the proposals listed. The Company would bear the cost of soliciting proxies
for the meeting.

Revocability of Proxies

A stockholder who executes and returns the accompanying form of Proxy may revoke
it at any time prior to its being voted by signing another form of Proxy bearing
a later date, or by signing a written notice of revocation and, in either case,
delivering the Proxy or notice to the Secretary of the Company by mail prior to
the Annual Meeting or in person at the Annual Meeting. Irrespective of the
above, execution of the form of Proxy will not in any way affect a stockholder's
privilege to attend the Annual Meeting and vote in person, provided that the
stock is held in the stockholder's name and not in the name of a street nominee.

Stockholders' Proposals

Proposals of stockholders of the Company which are intended to be presented at
the Company's next Annual Meeting of Stockholders must be received by the
Company no later than December 11, 2002 in order that they may be included in
the proxy statement and form of proxy relating to that meeting. In addition,
any stockholder proposals for the next year's meeting that are submitted after
February 24, 2003 will be considered untimely, and proxies for such meeting may
confer discretionary authority to vote on any such proposals.

Annual Report

A copy of the Company's 2001 Annual Report on Form 10-KSB accompanies this Proxy
Statement.

Outstanding Voting Securities

Only holders of record of the Company's Common Stock, no par value, ("Common
Stock") on April 1, 2002 (the "Record Date") are entitled to notice of and to
vote at the meeting or at any adjournment or adjournments thereof. On April 1,
2001 the Company had issued and outstanding 7,089,596 shares of Common Stock.

Voting of Shares

Each outstanding share of Common Stock is entitled to one vote. However, every
stockholder voting for the election of directors may cumulate such stockholder's
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which the stockholder's
shares are entitled, or distribute such stockholder's votes on the same
principle among as many candidates as the stockholder may select, provided that
votes cannot be cast for more than seven (7) candidates. However, no
stockholder shall be entitled to cumulate votes unless the candidate's name has
been placed in nomination prior to the voting and the stockholder has expressed
an intention to cumulate votes. In the event of cumulative voting, the Proxy
holder intends to cast the votes covered by the Proxy in such manner, as he
believes will result in the election of as many of the nominees selected on the
Proxy as possible.

LEGAL PROCEEDINGS

On January 26, 2001 Saztec Europe Limited a wholly owned subsidiary of Saztec
International Inc. filed a petition for liquidation under section 122 (a) of the
Insolvency Act 1986 U.K. It had been determined that the Company's long term
business model in Europe would not be profitable based on market conditions for
our services.

EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years ended June30, 2001, June
30, 2000, and June 30, 1999, the compensation received by the Company's Chief
Executive Officer and each of the most highly compensated executive officers
whose compensation exceeded $100,000 for services rendered to the Company, or
would have exceeded $100,000 if they had been employed by the Company for the
entire year.

Annual Long Term
------ ---------
Compensation Compensation Award
------------ ------------------

Securities
----------
Underlying All Other
---------- ---------
Name and Salary Bonus Options Compensation
- -------- ------ ----- ------- ------------
Principal Position Year ($) ($) (#) ($)
- ------------------ ---- --- --- --- ---

Richard Orlando
Chief Executive Officer 2001 89,519 45,938 291,000
(effective December 12, 2000) ----

Vidur Bhogilal
Chief Financial Officer 2001 31,789 50,000
(effective February 15, 2001) ----

Raymond Barlow
Director of Sales 2001 58,510 30,000
(effective February 5, 2001) ----
(prior to January 15, 2002)

Christopher Parker 2001 77,224 70,000*
Chief Executive Officer 2000 148,404 250,000 11,514
(prior to December 12, 2000) 1999 144,385 190,000

* Other compensation of $ 70,000 paid to Christopher Parker relates to severance
paid pursuant to an employment agreement, between the Company and Mr. Parker.
As of December 12, 2000 Mr. Parker is no longer employed by the Company. The
Company is not obligated to make further severance payments to Mr. Parker.

Option/SAR Grants in Last Fiscal Year
Individual Grants

Number of Securities % of Total Options Exercise
Underlying Options Granted to Employees or Base
Name SARs Granted (#) In Fiscal Year Price ($/sh.) Expiration Date
- ---- -------------------- -------------------- ------------- ---------------

Richard Orlando 166,000 39.43 % .25 Dec. 12, 2005
Richard Orlando 125,000 29.69 % .33 May 17, 2006
Vidur Bhogilal 50,000 11.88 % .28 Feb. 16, 2006
Raymond Barlow 30,000 7.13 % .41 April 16, 2002

Stock Options Exercised

During the fiscal year ended June 30, 2001, no stock options were exercised by
the named executives. For the fiscal year ended June 30, 2001, no stock options
previously awarded to the named executives were repriced. The following table
sets forth, as of June 30, 2001, the exercisable and unexercisable portions of
stock options held by the named executives.

Number of Securities Underlying
Shares Acquired Unexercised Options at Fiscal Year End (#)
------------------------------------------
Value
Name on Exercise ($) Realized ($) Exercisable Unexercisable
- ---- --------------- ------------ ----------- -------------

Richard Orlando - - 58,200 232,800

Vidur Bhogilal - - 10,000 40,000

Raymond Barlow 6,000 24,000

As of June 30, 2001, there was no unrealized value with respect to the
exercisable or unexercisable portions of the options held by the above-named
executives.

Long-Term Incentive Plan Awards

The Company has no Long-term Incentive Plan Awards currently in effect.

Employment Contracts

Mr. Richard Orlando joined the Company as President and CEO, pursuant to a
contract entered into with the Company on December 12, 2000. The agreement
entails an annual salary of $ 175,000, a bonus plan that would not exceed 50% of
the salary subject to achievement of the certain performance objectives, and
166,000 stock options vesting over a five-year period.

Mr. Raymond Barlow joined the Company as Director of Sales on February 5, 2001.
Mr. Barlow's annual compensation consists of an annual salary of $ 125,000, an
incentive plan of $ 32,000 and 30,000 stock options vesting over a five-year
period. Effective January 15, 2002, Mr. Barlow is no longer an employee of the
Company.

Mr. Vidur Bhogilal joined the Company on February 15, 2001 as Vice President
Finance and Secretary. Mr. Bhogilal's compensation consists of an annual salary
of $ 95,000, a bonus plan of $ 20,000 subject to achievement of certain
predetermined objectives and 50,000 stock options vesting over a five-year
period.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 1, 2002 information concerning the
beneficial ownership of the Common Stock of the Company by (i) each person who
is known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each director of the Company, and (iii) all directors and executive
officers of the Company as a group.

NAME AND ADDRESS NO. OF SHARES PERCENT OWNED/(1)/
---------------- ------------- ------------------

Datamatics Technologies Limited (Datamatics)/(2)/ 7,490,128 73.59
-----
Unit 117/120 SDF 4, SEEPZ
Andheri East, Mumbai -400096 India

Maida Vale Limited /(3a, 3b)/ 7,490,128 73.59
----------
P. O. Box 545 St. Helier, Jersey JE4
8XY, Channel Islands

Richard P. Kiphart /(4)/ 386,446 5.45
-----
222 West Adams
Chicago, IL 60603

Robert W. Forsyth /(5)/ 101,000 1.42
-----
3568 Fair Oaks Way, Long Boat Key, FL 34228-4167

Lee R. Petillon /(6)/ 58,250 *
-----
21515 Hawthorne Blvd., #1260
Torrance, CA 90503

Tom W. Olofson /(7)/ 311,500 4.37
-----
501 Kansas Avenue
Kansas City, Kansas, 66105

Pradeep Barthakur /(8)/ 307,750 4.32
-----
26 Derby Lane
Tyngsboro, MA 01879

Dr. Lalit S. Kanodia /(9)/ 7,490,128 73.59
-----
Unit 117/120 SDF 4, SEEPZ
Andheri East, Mumbai -400096 India

Richard J. Orlando /(10)/ 91,400 1.27
------
7 Laconia Circle
North Andover, MA 01845

Vidur V. Bhogilal /(11)/ 174,000 2.45
-------
30 Royal Crest Drive Apt # 2
North Andover, MA 01845

Hans Lindroth /(12)/ 25,000 *
------
Odelbergs V9
134 40 GUSTAVBERG Sweden

All Directors and Officers
as a Group (8 persons) 8,559,028 81.92

* Less than one percent (1%)

/(1)/ Based on 7,089,596 shares outstanding on April 1, 2002, and 3,389,505
exercisable options, in the aggregate, on such date, for a total of 10,479,101.

/(2)/ Includes 3,367,842 shares owned by Datamatics and 3,088,105 shares, which
Datamatics has the right to acquire upon conversion of a loan from Datamatics to
the Company. Also includes 1,034,181 shares owned by Maida Vale Limited ("Maida
Vale"), which shares are subject to a voting agreement between Datamatics and
Maida Vale.
The Datamatics Group is an India based Global Software and IT Solutions Company.
Their expertise spans Software Development, Knowledge Management, Offshore
Software Development, Professional Services, Product Enhancement, Support
Services and many more. Datamatics has a corporate history of over 25 years,
with a current employee strength of 2,300, and clients in 50 countries.

/(3a)/ Includes 1,034,181 shares owned by Maida Vale. Also includes 3,367,842
shares owned by Datamatics, and 3,088,105 shares which Datamatics has the right
to acquire upon conversion of a loan from Datamatics to the Company, which
shares are subject to a voting agreement between Datamatics, and Maida Vale.

/(3b)/ Maida Vale is wholly owned by Hammerwood (B.V.I.) Limited. Hammerwood is
controlled by Elmwood Investment Holdings Ltd., a holding company organized in
the British Virgin Islands. The Peder Sager Wallenberg Charitable Trust has the
right to receive 25% of 99.9% of all dividends declared by Hammerwood and 99.9%
of all assets of Hammerwood distributed upon any liquidation thereof. Additional
information about Maida Vale and its affiliates is contained in Amendment No. 7
to the Schedule 13D filed by such persons with the Securities and Exchange
Commission on October 26, 2000.

/(4)/ The shares beneficially owned by Mr. Kiphart are issued in the following
manner: 350,686 shares owned directly, and 35,760 shares held in total by three
trusts for Mr. Kiphart's children, of which Mr. Kiphart's spouse is the trustee.

/(5)/ The shares beneficially owned by Mr. Forsyth consist of 76,000 shares
owned directly and vested options to purchase 25,000 shares.

/(6)/ The shares beneficially owned by Mr. Petillon consist of 36,250 shares
subject to vested stock options, 12,000 shares owned directly by Mr. Petillon
and 10,000 shares owned by Petillon & Hansen, of which Mr. Petillon is a
partner.

/(7)/ The shares beneficially owned by Mr. Olofson consist of 271,500 shares
owned directly, and vested options to purchase 40,000 shares.

/(8)/ The shares held by Mr. Barthakur consist of 279,000 shares owned directly,
and vested rights to purchase 28,750 shares pursuant to stock options.

/(9)/ Dr. Lalit S. Kanodia has beneficial ownership of 96.96% of Datamatics
Technologies Ltd.'s outstanding shares. Datamatics directly owns 3,367,842
shares and has the right to acquire 3,088,105 shares upon conversion of a loan
given to the Company. Also includes 1,034,181 shares owned by Maida Vale, which
shares are subject to a voting agreement between Datamatics and Maida Vale.

/(10)/ The shares held by Mr. Orlando consist of vested options to purchase
91,400 shares.

/(11)/ The shares beneficially owned by Mr. Bhogilal consist of 24,000 shares
subject to vested stock options, and 150,000 shares owned directly by Mr.
Bhogilal.

/(12)/ The shares held by Mr. Lindroth consist of vested options to purchase
25,000 shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 11, 2001 the Company sold 310,000 shares of the Company's common stock
to Datamatics for a purchase price of $93,000 ($0.30 per share). An additional
390,000 shares were sold to certain of the Company's Directors for an aggregate
purchase price of $117,000. The proceeds will be used by the Company for
infrastructure enhancement and sales and marketing activities.

On June 30, 2000 Maida Vale loaned the Company $500,000 pursuant to a
convertible promissory note. The note was payable in full on June 30, 2001 and
bore interest at two percent above the prime rate. Maida Vale had the right to
convert the note and accrued interest into shares of the Company's common stock
at a conversion price of $0.50 per share. On October 18, 2000 Maida Vale
exercised this right and converted the note into 1,034,181 shares of the
Company's common stock.

On September 25, 2001 Maida Vale extended its Promissory Note for $ 350,000 for
a six-month period ending March 25, 2002. The original note was payable in full
on June 30, 2001. The new note bears interest at two percent above the prime
rate.

On September 25, 2000 Datamatics loaned the Company $550,000 pursuant to a
convertible promissory note. The note was payable in full on September 25, 2001
and bore interest at two percent above the prime rate. Datamatics had the right
to convert the note and accrued interest into shares of the Company's common
stock at a conversion price of $0.36 per share. On September 25, 2001 Datamatics
exercised this right and converted part of the note amounting to $ 250,000 in
principal and $ 52,281 in unpaid interest into 839,668 shares of the Company's
common stock. The balance $ 300,000 was rolled over into a new Convertible Note.
In October, 2001, Datamatics added another $ 300,000 to the new Convertible
Note, through a fresh cash infusion. The note is payable in full on November 1
2003 and bears interest at two percent above the prime rate. Datamatics has the
right to convert the note and accrued interest into shares of the Company's
common stock at a conversion price of $0.20 per share.

Datamatics provides data conversion, imaging, and other services to the Company.
Datamatics received payments for such services of $ 381,000 and $ 536,878 for
the fiscal years ended June 30, 2000 and 2001, respectively, and $ 1,083,660 for
the eight months ended February 28, 2002.

Datamatics America Inc. (DAI) (part of the Datamatics Group) provides
professional services to the Company. DAI received payments for such services
of $ 15,368.85 for the fiscal year ended June 30, 2001, and $ 49,226.55 for the
eight months ended February 28, 2002.

The Company has undertaken marketing and sales efforts for Datamatics
Technologies Inc. (DTI) (part of the Datamatics Group). The Company was
reimbursed $ 99,768.40, for the eight months ended February 28, 2002, by DTI.

ELECTION OF DIRECTORS

Pursuant to an Agreement dated September 12, 2000 between Maida Vale and
Datamatics, and subject to applicable law, the parties to the agreement agreed
to vote their shares until the second anniversary of the agreement to elect
members of the Company's Board of Directors as follows:

(a) one (1) individual nominated by Maida Vale, so long as Maida Vale
owns at least fifty percent (50%) of the 1,034,181 shares;
(b) subject to (a) above, the individuals nominated by Datamatics so
long as Datamatics owns at least fifty percent (50%) of the
2,018,174 shares.

Maida Vale has nominated Hans Lindroth and Datamatics has nominated the
remaining six candidates for election as directors. A total of seven directors
are nominated in this election. Each nominee has consented to be named as a
nominee and has indicated their intent to serve if elected. Each Director will
serve for a term of one year or until their successor is elected and qualified.
Unless authority is withheld, the persons named in the enclosed proxy will vote
such proxy for the election of the nominees listed below, reserving however full
discretion to vote such proxy for other persons if any nominee is unable or
unwilling to serve. Any votes so cast may be distributed among the persons voted
for in such proportion as the persons named in the enclosed proxy shall see fit.
The Board of Directors has no reason to believe that any nominee will be
unavailable.

Nominees for Director

Name Age Position with Company
---- --- ---------------------

Robert W. Forsyth 63 Chairman of the Board, Director

Lalit Kanodia 61 Director

Tom W. Olofson 60 Director

Lee R. Petillon 71 Director

Pradeep Barthakur 54 Director

Hans Lindroth 43 Director

Vidur V. Bhogilal 31 Director, Vice President Finance and Secretary

Mr. Forsyth has been a director since June 5, 1997. In January 1999, he was
elected Chairman of the Board of Directors. He has extensive experience in
systems integration, software development and e-commerce markets. Mr. Forsyth
was President and CEO of Travelogix, a travel technology company located in
Houston, Texas, from October 1995 until June 2000. Travelogix was a wholly
owned subsidiary of Tallard Infologix, N.V. Prior to joining Travelogix, he was
President of the Outsourcing Marketing Division of Computer Sciences
Corporation, from 1992 and Group Vice President of Program Development, from
1975 to 1987. Mr. Forsyth was President of Synercom Technology in Houston from
1987 to 1992.

Dr. Kanodia was elected director at the regular meeting of the Board of
Directors on October 19, 2001. He has been the Chairman of the Datamatics Group
of companies since 1975, and on the Board of Directors of various other non-
reporting companies. Dr. Kanodia founded the Indian IT industry in India, after
obtaining his PhD from Massachusetts Institute of Technology. Dr. Kanodia was a
Ford Foundation Fellow and a consultant to numerous multinationals. He has
extensive experience in the field of Information Technology, and is on numerous
Executive Committees that promote IT.

Mr. Olofson was elected to the Company's Board of Directors in November 1991.
Mr. Olofson has been Chairman and Chief Executive Officer of EPIQSystems, Inc.
since July 1988. Mr. Olofson also serves as a member of the Board of Directors
of various private companies in which he is an investor.

Mr. Petillon was elected to the Company's Board of Directors in August 1988.
Since 1978 Mr. Petillon has been in private law practice with the law firm of
Petillon & Hansen, dealing primarily in the areas of business, corporation,
securities, mergers and acquisitions and corporate finance. Mr. Petillon served
as the Company's legal counsel from June 1983 to June 1988.

Mr. Barthakur was elected director at the regular meeting of the Board of
Directors on September 12, 1996. Mr. Barthakur is Executive Vice President &
Secretary of Datamatics (America) Inc., where he has been employed since 1992.
Datamatics (America) Inc. is a part of the Datamatics Group of Companies.

Mr. Lindroth was elected director at the regular meeting of the Board of
Directors on February 19, 1998. He lectures frequently on the publishing
industry and has been instrumental in developing internet-based systems and
electronic publishing, notably for Dagens Nyheter in Sweden. Mr. Lindroth is
the Chief Executive Officer of Lingfield AB since April 1998, and prior to that
was Vice President of Business Development at Marieberg N.V. since January 1997.

Mr. Bhogilal was elected director at the regular meeting of the Board of
Directors on October 19, 2001. Mr. Bhogilal joined the Company on February 15,
2001 as Vice President Finance and Secretary. Mr. Bhogilal is a qualified CPA,
Chartered and Cost Accountant and has a law degree. Prior to joining the
company, he was Manager Business Development at Datamatics Technologies from
1998. Prior to joining Datamatics he was Manager Finance and Legal at Diamond
Trading NV, Belgium from 1995 and with Arthur Andersen, India as Senior
Consultant from 1994. Mr. Bhogilal is the son-in-law of Dr. Lalit S. Kanodia.

The election of each director requires the affirmative vote of a majority of the
shares of the Common Stock represented at the meeting in person or by proxy,
unless cumulative voting is demanded at the Annual Meeting. If cumulative
voting is in effect, the candidates receiving the highest number of votes, up to
the number of directors to be elected, shall be elected.

The Board of Directors recommends that the shareholders vote "FOR" the election
as a Director of each of the nominees described above (Proposal 1 on the Proxy
Card).

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

All Directors hold office until the next annual meeting of shareholders and
until their successors are duly elected and qualified. Each elected Director
other than Mr. Robert W. Forsyth, Dr. Lalit S. Kanodia, Mr. Hans Lindroth, and
Mr. Vidur V. Bhogilal receives compensation of $1,250 per quarter plus $750 per
day for each quarterly board meeting attended. All directors are reimbursed
actual expenses to attend regular quarterly meetings of the Board. The Chairman
of the Board of Directors receives $3,000 per month plus reimbursement of actual
expenses to attend regular meetings. Executive Officers are elected annually
by, and serve at the pleasure of, the Board of Directors.

During the 2001 fiscal year, the Board of Directors held five regular meetings.
All Directors attended all the meetings with the exception of Mr. Olofson and
Hans Lindroth, who attended four.

The Audit Committee of the Board of Directors consists of two directors who are
not officers of the Company and are independent as defined by the listing
standards of the NASDAQ. The members of the Audit Committee are: Tom W.
Olofson and Lee R. Petillon. The Audit Committee held two meetings in 2001 for
the purpose of overseeing management's responsibilities for accounting internal
controls and financial reporting. After meeting with the independent auditors
to review the scope of the audit, the annual fees, and the planned scope of
future audits, the Audit Committee recommends the appointment of an independent
certified public accounting firm, subject to the Board's approval, for the
following fiscal year. The Report of the Audit Committee, which appears below,
and the Audit Committee Charter, adopted by the Company's Board of Directors,
more fully describe the activities and responsibilities of the Audit Committee.
The Compensation Committee, which consists of Directors Pradeep Barthakur, Vidur
Bhogilal and Hans Lindroth did not meet during 2001 but form time to time
considers and approves grants of compensation and stock options to the Company's
key employees. The Company does not have a Nominating Committee.

Report of The Audit Committee

During the fiscal year ended June 30, 2001, the Audit Committee of the Board of
Directors held two meetings. The Audit Committee acts under a written Charter
first adopted and approved in 2000. In accordance with the Charter, the Audit
Committee is responsible for providing independent and objective oversight of
the Company's accounting functions, internal controls and financial reporting.
The Audit Committee also reviews and reassesses the Charter annually and adopts
any amendments necessary to reflect changes in regulatory policies or its
responsibilities.

During Fiscal 2001, the Audit Committee reviewed the audit plan and audit scope
of the independent auditors, Grant Thornton LLP. The Audit Committee discussed
the quality and adequacy of the Company's internal controls with management and
the independent auditors. These discussions included a review of the results of
the external audit recommendations. In addition, the Audit Committee retained
the independent auditors to perform non-audit services, primarily corporate
income tax preparation and an audit of the Company's 401(K) Plan. In doing so,
the Audit Committee felt assured that these non-audit services would not impact
the independence of the independent auditors.

The aggregate fees billed by Grant Thornton LLP for professional services
rendered for the audit of the Company's financial statements for the year ended
June 30, 2001 and the interim reviews of the financial statements included in
the Company's Forms 10-Q for its fiscal year 2001 were approximately $30,000.

The aggregate fees billed by Grant Thornton LLP for services rendered for fiscal
year 2001, other than services reported under audit fees above, were
approximately $19,581, for tax services and 401(K) services.

In discharging its oversight responsibility regarding the audit process, the
Audit Committee obtained a written statement from the independent auditors
describing all relationships between the auditors and the Company that might
bear on their independence, consistent with Independence Standards Board
Standard No. 1 "Independence Discussions with Audit Committees." In addition,
the Audit Committee discussed with the auditors any relationships that may
impact their

objectivity and independence and satisfied itself as to the auditors'
independence. The Audit Committee also discussed and reviewed with the
independent auditors all communications required by generally accepted auditing
standards, including those described in Statement on Auditing Standards No. 61,
"Communication with Audit Committees."

Management is responsible for the preparation of the Company's financial
statements and the independent auditors are responsible for the audit of those
statements. In fulfilling its responsibilities for the financial statements for
fiscal year 2001, the Audit Committee reviewed the audited financial statements
of the Company, for the fiscal year ended June 30, 2001, with management and
independent auditors. Based on the reviews with management and the independent
auditors discussed above, the Audit Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended June 30, 2001, for filing with the Securities and
Exchange Commission.

This Report of the Audit Committee is provided by the members of the Audit
Committee: Tom W. Olofson and Lee Petillon.

EXECUTIVE OFFICERS

Executive officers are elected on an annual basis by the Board of Directors and
serve at the discretion of the Board. Information is provided under the heading
"Directors" above, for the following executive officers: Robert W. Forsyth and
Vidur V. Bhogilal. Other executive officers are as follows:

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

Richard J. Orlando 52 President and Chief Executive Officer

Mr. Orlando joined the Company on December 13, 2000, as President and Chief
Executive Officer. Mr. Orlando has over 25 years of experience in the
Information Technology business. Prior to joining the Company Mr. Orlando was
Senior Vice President at Myway.com (a subsidiary of CMGI) from 1996. Prior to
that he had worked at Data General, Computertown and Wang Laboratories.

INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board of Directors recommends that Grant Thornton
LLP, independent public accountants for the years ended June 30, 1996- 2001,
serve in the same capacity for the current fiscal year ending June 30, 2002.

The Board of Directors recommends that the shareholders vote "FOR" the
ratification of Grant Thornton LLP as independent public accountants for the
fiscal year ended June 30, 2002, (Proposal 2 on the Proxy Card). A
representative of Grant Thornton LLP is expected to be present at the annual
meeting. The representative will have an opportunity to make a statement and
will be available to answer appropriate questions.

AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF COMMON
STOCK

On March 20/th/, 2002, the Company's Board of Directors authorized an amendment
to the Company's Articles of Incorporation increasing the number of authorized
shares of the Company's Common Stock from 10,000,000 shares to 15,000,000
shares, and recommended that the proposed amendment be submitted to the
shareholders of the Company for approval. To effect the increase in the number
of authorized shares, the Articles of Incorporation would be amended by deleting
in its entirety Article FOURTH and by inserting in lieu thereof the following:

"FOURTH: (a) The Corporation shall have authority to issue two classes of
stock, 1,000,000 shares of preferred stock ("Preferred Stock"), and 15,000,000
shares of common stock ("Common Stock").

(b) The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is authorized to fix the number of shares of
any series of Preferred Stock and to determine the designation of any such
series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly-unissued series of Preferred Stock and, within the limits and
restrictions stated in

any resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not below
the number of shares of such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series."

The Company's Articles of Incorporation currently authorize 10,000,000 shares of
Common Stock. The Company currently has 7,089,596 shares of Common Stock
outstanding. However, the Company currently has outstanding options to purchase
3,389,505 shares of Common Stock, which includes a convertible promissory note
to Datamatics that is presently convertible by the holder into 3,000,000 shares
of Common Stock. Therefore, it is necessary to increase the number of
authorized shares of Common Stock to allow for the possible exercise of
convertible securities. While there are no present plans, understandings or
agreements for issuing shares of Common Stock from the currently authorized
shares of Common Stock or the additional shares of stock proposed to be
authorized pursuant to the amendment, other than the exercise of outstanding
convertible securities, the Board of Directors believes that the increase in
authorized shares will better enable the Company to meet its future needs, and
give it greater flexibility in responding quickly to advantageous business
opportunities.

Approval of the proposed amendment to the Articles of Incorporation to increase
the number of authorized shares of Common Stock requires the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock entitled to
vote at the Annual Meeting of Stockholders. Accordingly, abstentions and broker
non-votes will have the effect of votes against this proposal.

The Board of Directors of the Company recommends a vote FOR the proposal to
amend the Articles of Incorporation to increase the number of authorized shares
of the Company's Common Stock from 10,000,000 to 15,000,000 and proxies
solicited by the Board of Directors will be so voted unless a shareholder
specifies a different choice.

OTHER MATTERS

The Board of Directors is not aware of any matter which may properly be
presented for action at the Annual Meeting other than the matters set forth
herein. Should any other matter requiring a vote of the shareholders arise, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the best judgment of the person or persons voting the
proxies, in the interests of the Company, discretionary authority to do so being
included in the proxy.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLAINCE

Based on information available to the Company, all reports required to be filed
pursuant to Section 16(a) of the Securities Exchange Act were filed in a timely
manner during the Company's most recent fiscal year.

All shareholders are urged to fill in, sign and promptly return the enclosed
proxy card.

By Order of the Board of Directors

/s/Vidur V. Bhogilal
Vidur V. Bhogilal, Secretary

PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF SAZTEC INTERNATIONAL, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 30, 2002

The undersigned shareholder of SAZTEC INTERNATIONAL, INC., hereby appoints Vidur
V. Bhogilal, the attorney and proxy, with full power of substitution, to vote
for the undersigned all shares of any class of shares of capital stock of SAZTEC
INTERNATIONAL, INC., which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on April 30,
2002 at 8:30 A.M. (Eastern time), at the Company offices at 900 Middlesex
Turnpike Bldg. 5, Billerica, MA, 01821 and at any adjournment thereof, upon the
matters described in the accompanying Proxy Statement and upon any other
business that may properly come before the meeting or any adjournment thereof.
The undersigned acknowledges receipt of this proxy and a copy of the Notice of
Annual Meeting and Proxy Statement dated April 1, 2002. Said proxies are
directed to vote or to refrain from voting pursuant to the Proxy Statement as
checked on the right side hereon upon the following matters, and otherwise in
their discretion.

1. ELECTION OF DIRECTORS (To withhold authority to vote for any individual
nominee, strike a line through that nominees' name in the list below.)
FOR all nominees listed below (except as marked to the contrary) WITHHOLD
AUTHORITY to vote for all nominees listed below

Pradeep Barthakur Robert W. Forsyth Hans Lindroth
Tom W. Olofson Lalit S. Kanodia Vidur V. Bhogilal Lee R. Petillon

2. TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE YEAR ENDED JUNE 30, 2002
FOR AGAINST ABSTAIN

3. TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF THE COMPANY'S COMMON STOCK FROM 10,000,000 TO 15,000,000
FOR AGAINST ABSTAIN

(Continued on back side)

(Continued from front)
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
FOR EACH OF THE PROPOSALS.
IMPORTANT: Please date this proxy and sign exactly as your name or names appears
on your stock certificate. If stock is held jointly, signature should include
both names. Executors, administrators, trustees, guardians and others signing
in a representative capacity please give their titles. If a corporation, please
sign in full corporate name by president or by authorized officer. If a
partnership, please sign in partnership name by authorized person.

DATED:__________________ 2002

_____________________________
SIGNATURE OF STOCKHOLDER

DATED:__________________ 2002

_____________________________
SIGNATURE IF HELD JOINTLY

Please mark, sign, date and return this proxy card promptly.