SPR INC, S-1/A, 1997-08-29

SPR INC
S-1/A, 1997-08-29
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<PAGE> 1

As filed with the Securities and Exchange Commission on August 29, 1997

Registration No. 333-32735

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------
SPR INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<C> <C> <C>
DELAWARE 7370 36-3932665
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code No.) No.)
</TABLE>

2015 SPRING ROAD, SUITE 750, OAK BROOK, ILLINOIS 60523-1874 (630) 990-2040
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

ROBERT M. FIGLIULO
CHIEF EXECUTIVE OFFICER
SPR INC.
2015 SPRING ROAD, SUITE 750, OAK BROOK, ILLINOIS 60523-1874 (630) 990-2040
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Copies to:

<TABLE>
<C> <C>
DONALD E. FIGLIULO CHARLES EVANS GERBER
JOHN E. MCGOVERN, JR. WILLIAM M. HOLZMAN
WILDMAN, HARROLD, ALLEN & DIXON NEAL, GERBER & EISENBERG
225 WEST WACKER DRIVE TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60606-1229 CHICAGO, ILLINOIS 60602
(312) 201-2000 (312) 269-8000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED AUGUST 29, 1997

PROSPECTUS

2,600,000 SHARES

SPR LOGO

COMMON STOCK
------------------

Of the 2,600,000 shares of common stock, par value $.01 per share (the
"Common Stock"), offered hereby (the "Offering"), 1,600,000 shares are being
offered by SPR Inc. ("SPR" or the "Company") and 1,000,000 shares are being
offered by certain stockholders (the "Selling Stockholders"). See "Principal and
Selling Stockholders." The Company will not receive any of the proceeds from the
sale of shares of Common Stock by the Selling Stockholders.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. It is currently estimated that the initial public offering price
will be between $13.00 and $15.00 per share. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price. The Common Stock has been approved for listing on the Nasdaq
National Market under the symbol "SPRI," subject to official notice of issuance.

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

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
==================================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share $ $ $ $
- ------------------------------------------------------------------------------------------------------------------
Total(3) $ $ $ $
==================================================================================================================
</TABLE>

(1) For information regarding indemnification of the Underwriters, see
"Underwriting."
(2) Before deducting expenses estimated at $1.1 million, all of which are
payable by the Company.
(3) Certain Selling Stockholders have granted the Underwriters a 30-day option
to purchase up to 390,000 additional shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised in
full, the total Price to Public, Underwriting Discounts and Commissions,
Proceeds to Company and Proceeds to Selling Stockholders will be $ ,
$ , $ and $ , respectively. See "Underwriting" and "Principal
and Selling Stockholders."
------------------

The shares of Common Stock are being offered by the several Underwriters
named herein, subject to prior sale, when, as and if accepted by them and
subject to certain conditions. It is expected that certificates for the shares
of Common Stock offered hereby will be available for delivery on or about
September , 1997 at the office of Smith Barney Inc., 333 West 34th Street, New
York, New York 10001.

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

SMITH BARNEY INC. ROBERT W. BAIRD & CO.
INCORPORATED
, 1997
<PAGE> 3

INSIDE FRONT COVER OF PROSPECTUS

The inside front cover is a multicolor graphic and text layout. The following
text appears above the graphics:

"SPR Inc."

[Graphics consist of a man's right fist with index finger extended downward to
touch a computer keyboard. Six beams of light emanate from the point at which
the finger and keyboard meet.]

The following text appears to the right of the graphics:

"Helping companies derive maximum value from existing systems."

The following text appears below the graphics:

" - General Consulting Services
- Outsourcing Services
- Systems Re-engineering
- Century Date Compliance
- Application Management
- Information Delivery Services."

[The SPR logo appears in the lower right corner.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVERALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the financial statements
and related notes thereto appearing elsewhere in this Prospectus. SPR Inc.
("SPR" or the "Company") is a Delaware corporation organized in connection with
the mergers into it of SPR Chicago Inc., an Illinois corporation ("SPR
Chicago"), Systems & Programming Resources of Tulsa, Inc., an Oklahoma
corporation ("SPR Tulsa"), SPR-Wisconsin, Inc., a Wisconsin corporation ("SPR
Wisconsin"), Systems and Programming Resources, Inc., an Illinois corporation
("Systems Inc."), and Consulting Acquisition, Inc., an Illinois corporation
("DataFlex"). Such mergers are each individually referred to in this Prospectus
as a "Merger" and collectively as the "Mergers." Unless indicated otherwise, the
information contained in this Prospectus: (i) gives retroactive effect to the
Mergers, (ii) assumes a 1.044-to-1 split of the Common Stock effective
immediately prior to consummation of the Offering and (iii) assumes that the
Underwriters' over-allotment option is not exercised. Unless otherwise
indicated, all references to "SPR" or the "Company" refer to SPR Inc. after the
Mergers or to the constituent corporations in the Mergers or their respective
predecessors, as appropriate. See "Certain Transactions."

THE COMPANY

SPR has over 24 years of experience in providing information technology
("IT") services to clients in a variety of industries, including financial
services, healthcare, insurance, manufacturing, oil and gas, transportation and
utilities. The Company focuses its marketing efforts on Fortune 1000 companies
and other large organizations which have complex IT operations and significant
IT budgets. SPR provides these clients with three levels of consulting support
which are distinguished by the degree of responsibility the Company assumes:
strategic planning, project management and implementation. Within this
framework, SPR currently provides outsourcing services through four service
offerings: Systems Re-engineering, Century Date Compliance, Application
Management and Information Delivery Services ("IDS") in addition to providing
General Consulting services. SPR bills its clients on either a time and
materials or a fixed-price basis. The Company believes that this breadth of
service and support fosters long-term client relationships, promotes
cross-selling opportunities and minimizes the Company's dependence upon any
particular service offering or client.

The Company's proprietary service methodologies, Renovation(SM) and
Renovation2000(SM), and its proprietary software analysis tool, CodeVu(SM),
provide SPR with a disciplined approach to fulfill its engagements.
Renovation(SM) and Renovation2000(SM) enable the Company to deliver its service
offerings through a tested and repeatable format. CodeVu(SM) quickly and
accurately provides information concerning client software portfolios. These
proprietary methodologies and software analysis tool, as well as key strategic
alliances with third-party software providers, such as Arbor Software and Micro
Focus, facilitate the development of well-defined tasks and timetables for each
phase of an engagement from strategic planning through implementation.

Many large organizations are outsourcing IT services relating to
mission-critical business systems due to the complex and rapidly changing
technological environment and problems inherent in implementing mass changes to
application systems and their associated data bases. Examples of mass change
include the year 2000 problem (the software glitch that will prevent computers
from properly recognizing dates after the year 1999), the European Union's
expected conversion to the euro currency and the extension of the number of
digits or other characters in zip codes, product codes and account numbers. The
Company believes this outsourcing trend will continue to grow because: (i)
organizations desire to focus their energies on their core business functions;
(ii) organizations must address and resolve the year 2000 and other mass change
problems; (iii) IT solutions are becoming increasingly complex; and (iv)
organizations often lack the IT skills necessary to address their IT needs.

The Company's objective is to become the leading IT service provider to
both new and existing clients. To achieve this objective, the Company has
pursued, and intends to continue to pursue, the following business and growth
strategies:

- Expand Entry-level Training Program. To address the industry-wide
shortage of qualified technical consultants, the Company has implemented
a comprehensive entry-level training program for college
3
<PAGE> 5

graduates with degrees other than in computer science. The Company, in
conjunction with DeVry, Inc., a leading higher education institution
specializing in technology, has developed several additional training
programs to further enhance its consultants' careers and improve their
technical skills. SPR believes that these training programs and its stock
option and stock purchase plans provide the Company with a competitive
advantage in attracting, developing and retaining qualified technical
consultants.

- Continue to Focus on Project Management. The Company will continue to
focus on increasing its mix of project management and strategic planning
engagements. The Company believes that by providing these value-added
services, it gains a competitive advantage in assessing its clients' needs
and anticipating opportunities to provide additional IT services.

- Capitalize on Outsourcing Trend through Century Date Compliance
Expertise. SPR was an early entrant in the year 2000 segment of the
market, completing its first Century Date Compliance engagement in 1993.
The Company's approach to Century Date Compliance provides SPR with the
platform to make unsolicited proposals for additional outsourcing
engagements. The Company believes that its expertise in addressing the
year 2000 problem will not only result in additional engagements, but that
such engagements also will provide SPR with a competitive advantage in
cross-selling additional IT services.

- Develop Additional Virtual Insourcing Centers. As part of its outsourcing
services, in 1996 SPR established its first Virtual Insourcing Center
which enables the Company to provide the full range of its service
offerings in a Company facility rather than at its clients' facilities.
The Company intends to establish additional Virtual Insourcing Centers.

- Focus on Leading Technologies. The Company maintains and continues to
build expertise not only in mainframe applications but also in other high
demand technologies, such as Internet/intranet applications, open
computing systems, object oriented solutions, data warehousing and
relational database management systems. The Company's expertise in these
areas, together with its relationships with software product developers
and research institutions, allow SPR to remain on the leading edge of
technological development.

- Deliver Unbiased Service Offerings. The Company uses Renovation(SM),
Renovation2000(SM) and CodeVu(SM) in conjunction with the best available
third-party application software and productivity tools without regard to
specific third-party vendor relationships. The ability to assess client
systems objectively enables the Company to provide its clients with
technologies that are best suited to their individual needs.

SPR's growth strategies have allowed it to capitalize on the growing demand
for IT services. The Company's revenues increased at a compound annual growth
rate of approximately 37% from 1992 through 1996. From 1995 to 1996, the
Company's revenues increased 42%. More than 70% of the Company's 1996 revenues
were attributable to 40 companies which had been clients for at least the prior
three consecutive years. During 1996, the Company made significant
infrastructure investments, which adversely affected the Company's gross profit
and operating income. Principal among these investments was the development and
implementation of the Company's entry-level training program, which has enabled
the Company to keep pace with the growing demand for its service offerings. For
the first six months of 1997, the Company's revenues increased 51% compared to
the same period in 1996, and its gross and operating margins increased to 38%
and 10%, respectively.
4
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered Hereby by:
The Company...................................... 1,600,000 shares
The Selling Stockholders......................... 1,000,000 shares
Common Stock to Be Outstanding After the
Offering......................................... 8,067,400 shares(1)
Use of Proceeds.................................... Payment of certain undistributed S corporation
earnings, repayment of debt, fund build-out and
equipping of additional Virtual Insourcing
Centers, expand the Company's entry-level
training program and for general corporate
purposes. See "Use of Proceeds."
Nasdaq National Market Symbol...................... SPRI
</TABLE>

- -------------------------
(1) Excludes (i) 1,044,252 shares of Common Stock reserved for issuance upon
exercise of options granted and to be granted pursuant to the Company's
Combined Incentive and Non-statutory Stock Option Plan (of which options to
purchase 819,215 shares of Common Stock are outstanding at an exercise price
of $7.66 per share); and (ii) 500,000 shares reserved for issuance under the
Company's Employee Stock Purchase Plan. See "Management -- Stock Plans,"
"Description of Capital Stock" and Notes 11 and 15 of Notes to Financial
Statements.
5
<PAGE> 7

SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------- ------------------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Revenues......................... $9,122 $11,731 $14,797 $ 22,908 $ 32,511 $ 15,087 $ 22,722
Gross profit..................... 2,218 3,393 4,373 7,383 9,224 4,435 8,732
Selling expenses............... 743 1,012 1,165 2,141 3,046 1,366 2,093
Recruiting expenses............ 290 341 410 777 1,323 612 698
Stock-based compensation....... -- -- 6,510(2) 27,987(2) 12,231(2) 6,720(2) --
General and administrative
expenses..................... 1,015 1,230 1,334 1,642 3,742 1,328 3,719(3)
------ ------- ------- -------- --------- --------- ---------
Total costs and expenses......... 2,048 2,583 9,419 32,547 20,342 10,026 6,510
------ ------- ------- -------- --------- --------- ---------
Operating income (loss).......... 170 810 (5,046)(2) (25,164)(2) (11,118)(2) (5,591)(2) 2,222
Other income (expense)........... 27 6 (57) (109) (71) (22) (101)
------ ------- ------- -------- --------- --------- ---------
Income (loss) before income
taxes.......................... 197 816 (5,103)(2) (25,273)(2) (11,189)(2) (5,613)(2) 2,121
Provision for income taxes....... 15 4 75 21 9 -- 1
------ ------- ------- -------- --------- --------- ---------
Net income (loss), as
reported(4).................... $ 182 $ 812 $(5,178)(2) $(25,294)(2) $ (11,198)(2) $ (5,613)(2) $ 2,120
====== ======= ======= ======== ========= ========= =========
Pro forma provision for income
taxes(4)....................... 408 443 847
--------- --------- ---------
Pro forma net income (loss)(4)... $ (11,606) $ (6,056) $ 1,273
========= ========= =========
Pro forma net income (loss) per
share(4)(5).................... $ (1.74) $ (.91) $ .19
========= ========= =========
Weighted average common shares
outstanding(5)................. 6,659,412 6,659,412 6,659,412
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1997
--------
(UNAUDITED)
<S> <C>
BALANCE SHEET DATA(1):
Cash...................................................... $ 546
Working capital........................................... 2,140
Total assets.............................................. 8,726
Long-term debt, less current portion...................... 930
Total stockholders' equity................................ 2,823(2)
</TABLE>

- -------------------------
(1) In October 1996, Systems Inc., SPR Chicago, SPR Tulsa, SPR Wisconsin and
DataFlex merged into SPR and, in connection therewith, the stockholders of
such companies received an aggregate of 6,467,191 shares of Common Stock of
SPR. The financial data above has been restated to include the financial
position and results of operations of the respective companies for all
periods presented.

(2) In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such 1994 transactions were among
family members within a control group, such transactions have been recorded
in the Company's financial statements as if the stockholders of SPR Chicago
and SPR Wisconsin received non-cash, stock-based compensation during 1994,
1995 and 1996 in an amount equal to the increase in the estimated value of
such companies since 1994. This expense is non-recurring subsequent to
October 31, 1996. Such compensation expense is recorded as stock-based
compensation with the corresponding credit included in additional paid-in
capital. Upon conversion of the Company to a C corporation upon closing of
the Offering, the retained deficit of the Company, which includes the
aggregate stock-based compensation expense, will be reclassified and netted
against additional paid-in capital. Excluding such compensation expense, net
income for 1996 and the six months ended June 30, 1996 on a pro forma basis
would have been $0.6 million and $0.7 million, respectively. See "-- Summary
Unaudited Pro Forma Financial Data" and Note 10 of Notes to Financial
Statements.

(3) General and administrative expenses include $0.2 million of expenses related
to the Company's March 1997 proposed initial public offering that was
postponed. Total costs of the March 1997 offering were approximately $0.8
million of which $0.2 million was expensed in the second quarter of 1997 and
$0.6 million will be charged against the proceeds of the Offering.

(4) Prior to the Offering, the Company was an S corporation and was not subject
to Federal and certain state corporate income taxes. The Statement of
Operations Data reflects a pro forma provision for income taxes as if the
Company had been subject to Federal and state corporate income taxes. The
pro forma provision for income taxes represents a combined Federal and state
effective tax rate of 40%. The pro forma provision for income taxes is
computed by multiplying the effective tax rate times the income (loss)
before income taxes adjusted to eliminate the stock-based compensation
expense and subtracting income taxes previously recorded.

(5) Pro forma net income (loss) per share information assumes that 192,012 of
the shares of Common Stock being offered by the Company hereby were
outstanding during the periods presented. This represents the approximate
number of shares of Common Stock which are being offered by the Company
(assuming an initial public offering price of $14.00 per share and after
deducting estimated underwriting discounts and commissions) to fund the
payment to existing stockholders of undistributed S corporation earnings for
the period from November 1, 1996 through the closing date of the Offering
(the "Distribution"). The Company currently estimates that the Distribution
will be $2.5 million.
6
<PAGE> 8

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA

The Summary Unaudited Pro Forma Financial Data are based on the historical
financial statements of the Company, giving effect to the Offering and to the
pro forma adjustments described in the accompanying notes as if the Offering
occurred as of January 1, 1996 in the case of the Statement of Operations Data
and June 30, 1997 in the case of the Balance Sheet Data. The Unaudited Pro Forma
Financial Data are neither necessarily indicative of the results of operations
which would have been achieved had the Offering occurred on January 1, 1996 nor
are they necessarily indicative of the results of future operations. The
Unaudited Pro Forma Financial Data should be read in conjunction with the
financial statements of the Company included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA
---------------------------------------------
SIX MONTHS ENDED
JUNE 30,
YEAR ENDED ---------------------
DECEMBER 31, 1996 1996 1997
----------------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................................... $32,511 $15,087 $22,722
Operating income.................................. 1,113(1) 1,129(1) 2,222
Net income(2)..................................... 625 664 1,273
Earnings per share................................ $ .08 $ .08 $ .16
Weighted average number of shares outstanding..... 8,067 8,067 8,067
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1997
---------------------------
ACTUAL AS ADJUSTED(3)
------ --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash........................................................ $ 546 $15,184(4)
Working capital............................................. 2,140 18,108(4)
Total assets................................................ 8,726 22,724
Long-term debt, less current portion........................ 930 23
Total stockholders' equity.................................. 2,823(5) 19,327(4)(5)
</TABLE>

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

(1) In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such transactions were among family
members within a control group, such transactions have been recorded in the
Company's financial statements as if the stockholders of SPR Chicago and SPR
Wisconsin received non-cash, stock-based compensation during 1994, 1995 and
1996 in an amount equal to the increase in the estimated value of such
companies since 1994. This expense is non-recurring subsequent to October
31, 1996. The Summary Unaudited Pro Forma Financial Data eliminates such
expense from operating income for 1996 and for the six months ended June 30,
1996; accordingly, operating income for 1996 and for the six months ended
June 30, 1996 was increased by $12.2 million and $6.7 million, respectively.
See Note 10 of Notes to Financial Statements.

(2) Prior to the Offering, the Company was an S corporation and was not subject
to Federal and certain state corporate income taxes. The Statement of
Operations Data reflects a pro forma provision for income taxes as if the
Company had been subject to Federal and state corporate income taxes for all
periods. The pro forma provision for income taxes represents a combined
Federal and state effective tax rate of 40%.

(3) Adjusted to reflect the application of the estimated net proceeds from the
Offering, estimated to be $19.7 million (assuming an initial public offering
price of $14.00 per share). The proceeds from the Offering will be used to
make the Distribution (see note 4), pay borrowings under a revolving credit
facility and two term notes and for general corporate purposes.

(4) Immediately prior to consummation of the Offering, the Company intends to
make the Distribution. The Company currently estimates that the Distribution
will be $2.5 million.

(5) Upon conversion of the Company to a C corporation at the closing of the
Offering, the Company will record $0.7 million in estimated deferred income
tax liabilities which will reduce retained earnings and increase
liabilities. Retained deficit of the Company (including the stock-based
compensation expense), after recording the estimated Distribution and
deferred income taxes, will be reclassified and netted against additional
paid-in capital.
7
<PAGE> 9

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should consider
carefully the risks associated with investing in the Common Stock, including the
principal risk factors set forth below, as well as other information set forth
in this Prospectus.

Need to Attract and Retain Qualified Technical Consultants. The Company's
business involves the delivery of professional services and is very
labor-intensive. The Company's success depends in large part upon its ability to
attract, develop, motivate and retain qualified technical consultants,
particularly project managers and other senior technical personnel. Qualified
technical consultants are in great demand and are likely to remain a limited
resource for the foreseeable future. This demand may enable qualified technical
consultants to command significantly greater compensation than is currently paid
by the Company. There can be no assurance that the Company will be able to
continue to attract and retain a sufficient number of qualified technical
consultants in the future. Historically, the Company has experienced turnover
rates which it believes are consistent with industry norms. The Company's
turnover rate was 31% and 30% for 1995 and 1996, respectively. As competition
for qualified technical consultants increases, there can be no assurance that
the turnover rate experienced by the Company will not increase. The Company's
inability to hire a sufficient number of qualified technical consultants, or a
significant increase in the Company's consultant turnover rate, could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Business Strategies."

Management of Growth. The Company's rapid revenue and employee growth has
placed, and could continue to place, significant demands upon its management and
other resources. To manage its growth effectively, the Company will be required
to continue to develop and improve its operational, financial and other internal
systems, as well as its business development capabilities. In addition, the
Company's future success will depend in large part upon its ability to maintain
high rates of consultant utilization, maintain the quality of its services and
integrate and operate the branch offices that were merged into the Company in
October 1996. Moreover, none of the Company's senior management has any
experience managing a public company. The Company's inability to manage its
growth and engagements effectively could have a material adverse effect on the
Company's business, financial condition and results of operations. See "-- Need
to Attract and Retain Qualified Technical Consultants" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Reliance on Century Date Compliance Engagements. Market demand for Century
Date Compliance services will likely decrease substantially, and eventually
cease, during and after the year 2000. In addition, the Company's growth
strategy is substantially dependent upon leveraging its Century Date Compliance
expertise to obtain other consulting engagements from its Century Date
Compliance clients. If the Company fails to consistently complete Century Date
Compliance engagements to its clients' satisfaction or to procure additional
consulting engagements from such clients any such failures could have a material
adverse effect on the Company's business, financial condition and results of
operations. Revenues from Century Date Compliance engagements were approximately
38% of revenues for the six-month period ended June 30, 1997. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

While several software programs have been developed to assist IT service
professionals in making existing systems year 2000-compliant, the Company is
unaware of any fully-automated solution (a "silver bullet") to the year 2000
problem. There can be no assurance that a silver bullet will not be developed.
Moreover, certain companies may elect to replace their existing systems with
year 2000-compliant hardware and software, rather than incur substantial cost in
making their existing systems year 2000-compliant. The development of a silver
bullet or decisions by a significant number of companies to replace their
existing systems with year 2000-compliant hardware and software could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Competition. The highly competitive market for IT services includes a large
number of competitors and is subject to rapid change. The Company believes its
primary competitors include "Big Six" accounting firms, systems consulting and
implementation firms, application software firms, service groups of computer
equipment companies, general management consulting firms and programming
companies. Many of these

8
<PAGE> 10

competitors have significantly greater financial, technical and marketing
resources and greater name recognition than the Company. In addition, the
Company competes with its clients' internal IT personnel. Such competition may
impose additional pricing pressures on the Company. There can be no assurance
that the Company can compete successfully with its existing competitors or with
any new competitors. See "Business -- Competition."

Engagement and Contract Risks. Many of the Company's engagements involve
projects that are critical to the operations of its clients' businesses. The
Company's failure or inability to complete engagements to its clients'
satisfaction could have a material adverse effect on its clients' operations and
could consequently subject the Company to litigation or damage the Company's
reputation, which could have a material adverse effect on the Company's
business, financial condition and results of operations.

Substantially all of the Company's contracts are terminable by the client
on relatively short notice, with or without cause and without penalty. The
unexpected termination by a client of a significant contract could have a
material adverse effect on the Company's consultant utilization rate which, in
turn, could have a material adverse effect on the Company's business, financial
condition and results of operations. In addition, the Company currently is
performing services for several of its significant clients pursuant to oral
agreements or written contracts that are no longer in effect. In the event of a
dispute, the absence of a written and binding agreement limiting the Company's
liability to the client could have a material adverse effect on the Company's
business, financial condition and results of operations. Some of the Company's
contracts give its clients the right in certain circumstances to hire
consultants employed or retained by the Company, and several clients have, in
fact, hired Company consultants in the past. The loss of one or more project
managers or a significant number of qualified technical consultants to the
Company's clients could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

The Company is providing Century Date Compliance services to a client which
filed a case under Chapter 11 of the federal Bankruptcy Code in July 1997. As of
June 30, 1997, the Company had a receivable from this client of $422,941 and
recorded a corresponding reserve for doubtful accounts of $422,941. As a result,
there can be no assurance the Company will receive full payment for services it
provides to such client. The Company does not believe that the case will have a
material adverse effect on the Company's financial condition or results of
operations; however, the case is in an early stage and the ultimate outcome is
uncertain. See Note 2 of Notes to Financial Statements.

Fixed-price Engagements. The Company principally bills for its services on
a "time and materials basis;" however, some of the Company's contracts contain a
cap on the amount of fees the Company can charge. The Company occasionally has
entered into fixed-price billing engagements and may in the future enter into
additional engagements billed on a fixed-price basis. The failure of the Company
to complete a fixed-price engagement within budget would expose the Company to
risks associated with cost overruns, which could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Customer Concentration. The Company has derived, and believes that it will
continue to derive, a significant portion of its revenues from a limited number
of large clients. In 1995, 1996 and for the six months ended June 30, 1997, the
Company's largest client accounted for approximately 11%, 16% and 15% of its
revenues, respectively, and its ten largest clients accounted for approximately
51%, 52% and 49% of its revenues, respectively. The volume of work performed for
specific clients varies from year to year. There can be no assurance that a
large client in one year will continue to use the Company's services in a
subsequent year. Furthermore, the Company rarely is the exclusive provider of IT
consulting services to its clients. The loss of any large client could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Client Base."

Risks of Branch Expansion. The Company anticipates future growth through
branch expansion, which is dependent upon a number of factors, including, but
not limited to: (i) the ability to cultivate additional business from existing
clients and obtain new clients; (ii) the ability to identify and hire qualified
IT consultants within both new and existing markets; and (iii) the continued
hiring and training of corporate

9
<PAGE> 11

personnel to open and staff additional branch offices. The Company opened its
Dallas branch office in February, 1997. There can be no assurance that any
branch offices which may be opened will be profitable. See "-- Need to Attract
and Retain Qualified Technical Consultants."

Intellectual Property Rights. Software developed by SPR in connection with
a client engagement typically becomes the exclusive property of the client. The
Company holds no patents or registered copyrights and has no present intention
of registering any copyrights or filing any patent applications. Although the
Company believes that its services and the software it develops for its clients
do not infringe upon the intellectual property rights of others and that it has
all rights necessary to utilize the intellectual property employed in its
business, the Company is subject to the risk of litigation alleging infringement
of third-party intellectual property rights. The Company typically agrees to
indemnify its clients against such claims. Any such claims could require the
Company to spend significant sums in litigation, pay damages, develop non-
infringing intellectual property or acquire licenses to the intellectual
property which is the subject of asserted infringement.

The Company relies upon a combination of nondisclosure and other
contractual arrangements and trade secret, copyright and trademark laws to
protect its rights, the rights of third parties from whom the Company licenses
intellectual property and the proprietary rights of its clients. The Company
requires all consultants to sign confidentiality agreements and limits
distribution of proprietary information. There can be no assurance, however,
that the steps taken by the Company will be adequate to deter misappropriation
of proprietary information or that the Company will be able to detect
unauthorized use and take appropriate steps to enforce its intellectual property
rights. See "Business -- Intellectual Property Rights."

Reliance Upon Executive Officers and Key Employees. The success of the
Company is highly dependent upon the efforts and abilities of its executive
officers, particularly Mr. Robert Figliulo, the Company's Chief Executive
Officer. Although all of its executive officers and certain key employees will
enter into employment agreements with the Company which will contain
noncompetition, nondisclosure and nonsolicitation covenants, such agreements do
not guarantee that these individuals will continue their employment with the
Company. The loss of the services of any of these executive officers or key
employees for any reason could have a material adverse effect upon the Company's
business, financial condition and results of operations. See "Management --
Employment Agreements."

Control by Principal Stockholders. After giving effect to the Offering,
members of the Figliulo family, in the aggregate, Michael Fletcher and Rene
Potter will beneficially own approximately 52.7%, 7.5% and 7.0%, respectively,
of the outstanding shares of Common Stock. As a result, such persons
collectively will be able to control the outcome of matters requiring a
stockholder vote, including the election of directors. Such control could
preclude any unsolicited acquisition of the Company and, consequently, adversely
affect the market price of the Common Stock. See "Principal and Selling
Stockholders" and "Description of Capital Stock -- Delaware Law and Certain
Certificate of Incorporation and By-law Provisions; Antitakeover Effects."

Variability of Quarterly Operating Results. The Company's revenues and
earnings have fluctuated and, in the future, may fluctuate from quarter to
quarter based on such factors as the number, size and scope of projects in which
the Company is engaged, the contractual terms and degree of completion of such
engagements, any delays incurred in connection with an engagement, consultant
utilization rates, the adequacy of provisions for losses, the accuracy of
estimates of resources required to complete ongoing engagements and general
economic conditions. Unanticipated variations in the number, or progress toward
completion, of the Company's engagements or in consultant utilization rates may
cause significant variations in operating results in any particular quarter and
could result in losses for such quarter. An unanticipated termination of a major
engagement, a client's decision not to proceed to the stage of the engagement
anticipated by the Company or the completion during a quarter of several major
client engagements could leave the Company with underutilized consultants, which
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

Employment Liability Risks. The Company generally places its consultants in
the workplaces of other businesses. Risks of such placement include possible
claims of errors and omissions, misuse of client

10
<PAGE> 12

proprietary information, misappropriation of funds, discrimination and
harassment, theft of client property, other criminal activity or torts and other
claims. Although historically the Company has not experienced any material
claims of these types, there can be no assurance that the Company will not
experience such claims in the future. To reduce its exposure, the Company
maintains insurance covering general liability, workers' compensation claims,
errors and omissions and employer practices liability. There can be no
assurance, however, that the Company's insurance will cover all such claims, or
that such insurance coverage will continue to be available economically in
amounts adequate to cover any such liability or that such coverage will
adequately compensate the Company for such liabilities.

Risks of Licensing Century Date Compliance Methodology. The Company has
entered into a non-exclusive agreement to license its Century Date Compliance
methodology, Renovation2000(SM), and its proprietary software analysis tool,
CodeVu(SM), to an unaffiliated technical services company operating in New York
and other markets where the Company is not currently doing business. The Company
may in the future enter into similar licensing agreements with other third
parties in specific geographic regions in which it does not presently conduct
business. There can be no assurance that such licensees will properly utilize
the Company's methodology or software analysis tool. The failure by licensees to
adhere strictly to SPR's standards in utilizing the Renovation2000(SM)
methodology or CodeVu(SM) in Century Date Compliance engagements could subject
SPR to litigation and harm SPR's reputation thereby resulting in a material
adverse effect on the Company's business, financial condition and results of
operations.

Absence of Prior Public Market; Possible Volatility of Stock Price. Prior
to the Offering, there has not been a public market for the Common Stock and
there can be no assurance that an active trading market will develop or be
sustained after the Offering. The initial public offering price for the Common
Stock offered hereby will be determined by negotiations between the Company and
the representatives of the Underwriters, and may not be indicative of the market
price for the Common Stock after the Offering. See "Underwriting" for a
discussion of factors to be considered in determining the initial public
offering price. There can be no assurance that the market price of the Common
Stock will not decline below the initial public offering price. The Company
believes that variations in the Company's results of operations and other
factors, including general economic conditions, may cause the market price of
the Common Stock to fluctuate significantly. The market price for the Common
Stock may also be affected by the Company's ability to meet analysts'
expectations, and any failure to meet such expectations, even if minor, could
have a material adverse effect on the market price of the Common Stock. In
addition, from time to time in recent years, the securities markets have
experienced significant price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of particular
companies. Following the Offering, sales or the expectation of sales of
substantial amounts of Common Stock in the public market by the Company or its
stockholders also could adversely affect the prevailing market prices for the
Common Stock. See "Underwriting."

Immediate and Substantial Dilution. The assumed initial public offering
price is substantially higher than the pro forma net tangible book value per
share of Common Stock. Investors purchasing shares of Common Stock in the
Offering will therefore incur immediate and substantial dilution of $11.60 per
share of Common Stock based on an assumed initial public offering price of
$14.00 per share. To the extent outstanding options to purchase Common Stock are
exercised, there will be further dilution. See "Dilution."

Significant Unallocated Net Proceeds. The only specific allocations of the
Company's anticipated net proceeds from the Offering is the payment to existing
stockholders of the Distribution; repayment of certain indebtedness; funding of
additional consultant training; and costs associated with the development and
expansion of off-site service centers (the "Virtual Insourcing Centers"). See
"Business -- Growth Strategies -- Develop Additional Virtual Insourcing
Centers." Accordingly, a substantial majority of the Company's anticipated net
proceeds of the Offering has not been designated for specific uses. The Board of
Directors of the Company will have broad discretion with respect to the use of
such unallocated net proceeds. See "Use of Proceeds."

Anti-takeover Provisions. The Company's Certificate of Incorporation and
By-laws and the Delaware General Corporation Law contain certain provisions that
could have the effect of discouraging or making more difficult the acquisition
of the Company by means of a tender offer, a proxy contest or otherwise, even
though

11
<PAGE> 13

such an acquisition might be economically beneficial to the Company's
stockholders. These include provisions under which (i) only the Chairman of the
Board or the President may call meetings of stockholders, and (ii) stockholders
must comply with certain advance notice procedures to nominate candidates for
election as directors of the Company and to submit proposals for consideration
at stockholders' meetings. The ability of the Board of Directors to issue up to
3,000,000 shares of preferred stock, in one or more classes or series, and with
such powers, designations, preferences and relative, participating, optional or
special rights, qualifications, limitations or restrictions as may be determined
by the Board of Directors of the Company, also could make an acquisition of the
Company more difficult. In addition, these provisions may make the removal of
management more difficult, even in cases where such removal would be favorable
to the interests of the Company's stockholders. See "-- Control by Principal
Stockholders," "Management -- Directors and Executive Officers" and "Description
of Capital Stock -- Delaware Law and Certain Certificate of Incorporation and
By-law Provisions; Anti-Takeover Effects."

Benefits to Existing Stockholders. The existing stockholders of the Company
will realize substantial benefits from the Offering, including the creation of a
public market for the Common Stock and an immediate increase in the net tangible
book value of their shares of Common Stock. Moreover, a portion of the Company's
net proceeds from the Offering will be used to make the Distribution to the
existing stockholders. In addition, certain stockholders of the Company intend
to sell an aggregate of 1,000,000 shares of Common Stock in the Offering
(1,390,000 shares if the underwriters' over-allotment option is exercised in
full). The proceeds of such proposed sales (net of estimated underwriting
discounts and commissions) based upon an assumed initial public offering price
of $14.00 per share will significantly exceed the amount paid for such shares by
the Selling Stockholders. See "Use of Proceeds," "Dilution," "Certain
Transactions" and "Principal and Selling Stockholders."

Shares Eligible for Future Sale. Upon completion of the Offering, the
Company will have 8,067,400 shares of Common Stock outstanding, of which the
2,600,000 shares sold pursuant to the Offering will be freely transferable
without restriction or further registration under the Securities Act of 1933, as
amended (the "Securities Act") (other than by an "affiliate" of the Company, as
defined in the Securities Act), and the remaining 5,467,400 shares will be
"restricted securities" under Rule 144 ("Rule 144") promulgated under the
Securities Act. Holders of the restricted shares will be eligible to sell such
shares pursuant to Rule 144 at prescribed times and subject to the manner of
sale, volume, notice and information restrictions of Rule 144. In addition,
1,044,252 shares of Common Stock are reserved for issuance under the Company's
Combined Incentive and Non-statutory Stock Option Plan (the "Option Plan") and
500,000 shares of Common Stock are reserved for issuance under the Company's
Employee Stock Purchase Plan. The Company intends to register under the
Securities Act all of the shares covered by the Option Plan and the Employee
Stock Purchase Plan, which shares upon issuance would become freely tradeable
without restriction. Each of (i) the Company, (ii) all of the Company's
executive officers and directors, and (iii) all stockholders of the Company
owning Common Stock immediately prior to the Offering have agreed not to offer,
sell, contract to sell or otherwise dispose of, any shares of Common Stock or
any securities convertible into or exchangeable or exercisable for Common Stock,
or grant any options or warrants to purchase Common Stock, except in certain
circumstances, for 180 days after the date of this Prospectus without the prior
consent of Smith Barney Inc., which agreements may be waived by Smith Barney
Inc. in its discretion. None of the 5,467,400 shares of Common Stock which are
restricted securities will be eligible for sale after the expiration of such
lock-up agreements until the applicable holding period under Rule 144 has
expired. The current minimum Rule 144 holding period is one year. Thereafter,
all 5,467,400 shares of Common Stock which are restricted securities will be
eligible for sale subject to the provisions of Rule 144. Following the Offering,
sales or the expectation of sales of substantial amounts of Common Stock in the
public market could adversely affect the prevailing market price for the Common
Stock and the Company's ability to raise additional capital at a price favorable
to the Company. See "Shares Eligible for Future Sale" and "Underwriting."

12
<PAGE> 14

THE COMPANY

The Company's business was founded in 1973 by Eugene Figliulo as Systems &
Programming Resources, Inc. ("Systems Inc."). During 1994, Systems Inc.
transferred certain assets and liabilities to SPR Chicago, SPR Tulsa, and SPR
Wisconsin, respectively. These entities were organized as S corporations and
owned by the executives primarily responsible for the operations in each of
these locations. SPR Chicago, SPR Tulsa, SPR Wisconsin, Systems Inc. and
DataFlex (an affiliated IT services company in a complementary business) were
merged into the Company upon the Company's formation in October 1996. See
"Certain Transactions."

The Company maintains its principal executive offices at 2015 Spring Road,
Oak Brook, Illinois 60523-1874. Its telephone number is (630) 990-2040. The
Company's World Wide Web address is www.sprinc.com.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,600,000 shares of
Common Stock offered by it hereby (after deducting estimated underwriting
discounts and commissions and estimated offering expenses) are estimated to be
approximately $19.7 million, based upon an assumed initial public offering price
of $14.00 per share of Common Stock.

The principal purposes of the Offering are to increase the Company's equity
capital and financial flexibility, create a public market for the Common Stock,
facilitate future access by the Company to the public equity markets, enhance
the Company's ability to use Common Stock as a means of attracting and retaining
key employees and technical staff, and provide working capital to fund the
Company's growth strategies. See "Business -- Growth Strategies" and "Business
- -- Recruiting and Training."

The Company intends to use a portion of its net proceeds from the Offering
to make the Distribution to existing stockholders of the Company in an amount
equal to the Company's undistributed S corporation earnings for the period from
November 1, 1996 through the closing date of the Offering. The Company currently
estimates that the Distribution will be $2.5 million. See "Certain
Transactions." In addition, the Company intends to use approximately $2.8
million of its net proceeds to pay outstanding indebtedness under a revolving
credit facility and two term notes. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" for information regarding interest rates, maturities and use of
proceeds of indebtedness.

Approximately $1.0 million of the net proceeds will be used to build-out
and equip additional Virtual Insourcing Centers. See "Business -- Growth
Strategies -- Develop Additional Virtual Insourcing Centers." As of June 30,
1997, the Company had not incurred, or made any commitments to incur,
significant capital expenditures with respect to the additional Virtual
Insourcing Centers.

The Company intends to use the remaining net proceeds for general corporate
purposes, including the expansion of its entry-level training program, working
capital, branch expansion and possible acquisitions of related businesses. The
Company is not currently engaged in any negotiations for the acquisition of any
other business. Pending any of the foregoing uses, the Company intends to invest
the net proceeds in short-term, investment grade securities, certificates of
deposit or direct or guaranteed obligations of the United States government. The
Company will not receive any proceeds from shares of Common Stock sold by the
Selling Stockholders.

DIVIDEND POLICY

Except for the distributions to stockholders to fund their payments of
taxes, the Company has not declared or paid any cash dividends on the Common
Stock. After the Offering, except for the Distribution, the Company expects to
retain any future earnings to finance the operation and expansion of its
business and does not anticipate paying any cash dividends on its Common Stock
in the foreseeable future. Any future determination as to the payment of
dividends will depend upon the results of operations, financial condition,
capital expenditure plans and other obligations of the Company and will be at
the sole discretion of the Company's Board of Directors.

13
<PAGE> 15

CAPITALIZATION

The following table sets forth the Company's long-term indebtedness and
capitalization as of June 30, 1997 and as adjusted to give effect to the sale of
1,600,000 shares of Common Stock offered by the Company (at an assumed initial
public offering price of $14.00 per share) and the application of the estimated
net proceeds therefrom. The information set forth below should be read in
conjunction with the Financial Statements and related Notes thereto contained
elsewhere in this Prospectus and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
----------------------------
ACTUAL AS ADJUSTED
------ -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Current debt................................................ $ 2,103 $ 206
======== ========
Long-term debt, less current maturities..................... 930 23
-------- --------
Stockholders' equity:
Preferred Stock, $.01 par value; 3,000,000 shares
authorized; no shares issued and outstanding........... -- --
Common Stock, $.01 par value; 25,000,000 shares
authorized; 6,467,400 shares issued and outstanding
actual; 8,067,400 shares issued and outstanding as
adjusted............................................... 64(1) 81(1)
Additional paid-in capital.................................. 46,735 66,451(2)
Retained deficit............................................ (43,976) (47,205)(2)
-------- --------
Total stockholders' equity.................................. 2,823 19,327(2)
-------- --------
Total capitalization...................................... $ 3,753 $ 19,350
======== ========
</TABLE>

- -------------------------
(1) Excludes 1,044,252 shares of Common Stock reserved for issuance upon
exercise of options granted or to be granted pursuant to the Option Plan and
500,000 shares of Common Stock reserved for issuance pursuant to the
Employee Stock Purchase Plan. See "Management -- Stock Plans," "Description
of Capital Stock" and Notes 11 and 15 of Notes to Financial Statements.

(2) Immediately prior to closing of the Offering, the Company intends to make
the Distribution. The Company currently estimates that the Distribution will
be $2.5 million. Upon conversion of the Company to a C corporation at the
closing of the Offering, the Company will record approximately $0.7 million
in deferred income taxes which will reduce retained earnings and increase
liabilities. Retained deficit of the Company (including the stock-based
compensation expense), after recording the estimated Distribution and
deferred income tax liabilities, will be reclassified and netted against
additional paid-in capital in connection with the termination of the
Company's S corporation election.

14
<PAGE> 16

DILUTION

As of June 30, 1997, the Company's net tangible book value was $2,823,413
or $.44 per share of Common Stock. Net tangible book value per share represents
the Company's total net tangible assets less total liabilities divided by the
number of shares of Common Stock outstanding. Without taking into account any
other changes in net tangible book value after June 30, 1997, other than to give
effect to the Company's receipt of its portion of the estimated net proceeds of
the Offering, at an assumed initial public offering price of $14.00 per share,
the payment of the Distribution and the recording of deferred taxes of
approximately $0.7 million, the pro forma net tangible book value of the Company
on June 30, 1997 would have been $19,326,613 or $2.40 per share. This represents
an immediate increase in net tangible book value to the existing stockholders of
approximately $2.46 per share and an immediate dilution to purchasers of shares
of Common Stock in the Offering of $11.60 per share, as illustrated by the
following:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $14.00
Net tangible book value per share as of June 30, 1997..... $ .44
Decrease per share attributable to the Distribution and
deferred taxes(1)...................................... (.50)
Increase per share attributable to new investors.......... 2.46
Pro forma net tangible book value per share after the
Offering(2)............................................... 2.40
------
Net tangible book value per share dilution to new
investors................................................. $11.60
======
</TABLE>

- -------------------------
(1) Includes the Distribution and deferred taxes of $0.7 million to be recorded
upon conversion of the Company from an S corporation to a C corporation.

(2) Does not reflect 1,044,252 shares of Common Stock reserved for issuance upon
exercise of options granted or to be granted in the future pursuant to the
Option Plan (of which options to purchase 819,215 shares of Common Stock are
currently outstanding at an exercise price of $7.66 per share).

The following table sets forth, at June 30, 1997, after giving effect to
the Offering, the differences between existing stockholders and new investors
who purchase Common Stock in the Offering at the assumed initial public offering
price of $14.00 per share, with respect to the number of shares purchased from
the Company, the total consideration paid and the average price per share paid:

<TABLE>
<CAPTION>
SHARES PURCHASED(1)(2) TOTAL CONSIDERATION
----------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------ ------- ------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders........... 6,467,400 80.2% $46,799,536(3) 67.6% $ 7.24(3)
New investors................... 1,600,000 19.8 22,400,000 32.4 14.00
--------- ----- ----------- -----
Total...................... 8,067,400 100.0% $69,199,536 100.0%
========= ===== =========== =====
</TABLE>

- -------------------------
(1) Excludes 1,044,252 shares of Common Stock reserved for issuance upon
exercise of options granted or to be granted pursuant to the Option Plan (of
which options to purchase 819,215 shares of Common Stock are currently
outstanding at an exercise price of $7.66 per share). To the extent such
options are exercised, there will be further dilution to new investors.

(2) The above table is based on ownership as of June 30, 1997. Sales by Selling
Stockholders in the Offering will reduce the number of shares held by
existing stockholders to 5,467,400 shares or 67.8% of the total number of
shares of Common Stock outstanding after the Offering (62.9% if the
Underwriters' over-allotment option is exercised in full), and will increase
the number of shares held by new investors to 2,600,000 shares or 32.2% of
the total number of shares of Common Stock outstanding after the Offering
(37.1% if the Underwriters' over-allotment option is exercised in full). See
"Principal and Selling Stockholders."

(3) Represents the sum of stated capital and additional paid-in capital, which
includes an aggregate of $46.7 million, or $7.23 per share, of non-cash,
stock-based compensation for 1994, 1995 and 1996.

15
<PAGE> 17

SELECTED FINANCIAL DATA

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The following selected financial data should be read in conjunction with
the Financial Statements of the Company and notes thereto. The Statement of
Operations Data and Balance Sheet Data for, and as of, the end of each of the
years in the four year period ended December 31, 1996 are derived from the
audited Financial Statements of the Company and included herein in reliance upon
the report of Arthur Andersen LLP as experts in auditing and accounting. The
Statement of Operations Data and Balance Sheet Data for, and as of, the year
ending December 31, 1992 and the six months ended June 30, 1996 and 1997, have
been derived from the unaudited financial statements of the Company and in the
opinion of management include all adjustments (consisting of normal and
recurring adjustments) which are necessary to present fairly the results of
operations and financial position of the Company for the period and at the date
presented.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------- ------------------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:(1)
Revenues...................... $9,122 $11,731 $14,797 $ 22,908 $ 32,511 $ 15,087 $ 22,722
Cost of services.............. 6,904 8,338 10,424 15,525 23,287 10,652 13,990
------ ------- ------- -------- --------- --------- ---------
Gross profit.................. 2,218 3,393 4,373 7,383 9,224 4,435 8,732
Costs and expenses:
Selling..................... 743 1,012 1,165 2,141 3,046 1,366 2,093
Recruiting.................. 290 341 410 777 1,323 612 698
Stock-based compensation.... -- -- 6,510(2) 27,987(2) 12,231(2) 6,720(2) --
General and
administrative............ 1,015 1,230 1,334 1,642 3,742 1,328 3,719(3)
------ ------- ------- -------- --------- --------- ---------
Total costs and expenses...... 2,048 2,583 9,419 32,547 20,342 10,026 6,510
------ ------- ------- -------- --------- --------- ---------
Operating income (loss)....... 170 810 (5,046)(2) (25,164)(2) (11,118)(2) (5,591)(2) 2,222
Other income (expense)........ 27 6 (57) (109) (71) (22) (101)
------ ------- ------- -------- --------- --------- ---------
Income (loss) before income
taxes....................... 197 816 (5,103)(2) (25,273)(2) (11,189)(2) (5,613)(2) 2,121
Provision for income taxes.... 15 4 75 21 9 -- 1
------ ------- ------- -------- --------- --------- ---------
Net income (loss), as
reported(4)................. $ 182 $ 812 $(5,178)(2) $(25,294)(2) $ (11,198)(2) $ (5,613)(2) $ 2,120
====== ======= ======= ======== ========= ========= =========
Pro forma provision for income
taxes(4).................... 408 443 847
--------- --------- ---------
Pro forma net income
(loss)(4)................... $ (11,606) $ (6,056) $ 1,273
========= ========= =========
Pro forma net income (loss)
per share(4)(5)............. $ (1.74) $ (.91) $ .19
========= ========= =========
Weighted average common shares
outstanding(5).............. 6,659,412 6,659,412 6,659,412
BALANCE SHEET DATA (AT END OF
PERIOD)(1):
Cash.......................... $ 298 $ 289 $ 1,083 $ 1,109 $ 356 $ 502 $ 546
Working capital............... 1,098 1,771 1,674 2,370 1,194 2,112 2,140
Total assets.................. 1,670 2,418 3,573 5,584 7,131 5,500 8,726
Long-term debt, less current
portion..................... -- -- 1,841 704 206 397 930
Total stockholders' equity.... 1,149 1,954 326 2,275 2,507 2,757 2,823
</TABLE>

- ---------------
(1) In October 1996, Systems Inc., SPR Chicago, SPR Tulsa, SPR Wisconsin and
DataFlex merged into SPR and, in connection therewith, the stockholders of
such companies received an aggregate of 6,467,191 shares of Common Stock of
SPR. The financial data above has been restated to include the financial
position and results of operations of the respective companies for all
periods presented.

16
<PAGE> 18

Chicago and SPR Wisconsin received non-cash, stock-based compensation
during 1994, 1995 and 1996 in an amount equal to the increase in the
estimated value of such companies since 1994. This expense is
non-recurring subsequent to October 31, 1996. Such compensation expense is
recorded as stock-based compensation with the corresponding credit
included in additional paid-in capital. Upon conversion of the Company to
a C corporation upon closing of the Offering, the retained deficit of the
Company, which includes the aggregate stock-based compensation expense,
will be reclassified and netted against additional paid-in capital.
Excluding such compensation expense, net income for 1996 and the six
months ended June 30, 1996 on a pro forma basis would have been $0.6
million and $0.7 million, respectively. See "Prospectus Summary -- Summary
Unaudited Pro Forma Financial Data" and Note 10 of Notes to Financial
Statements.

(4) Prior to the Offering, the Company was an S corporation and was not subject
to Federal and certain state corporate income taxes. The Statement of
Operations Data reflects a pro forma provision for income taxes as if the
Company had been subject to Federal and state corporate income taxes for
1996 and the six months ended June 30, 1997. The pro forma provision for
income taxes represents a combined Federal and state effective tax rate of
40%. The pro forma provision for income taxes is computed by multiplying the
effective tax rate times the income (loss) before income taxes adjusted to
eliminate the stock-based compensation expense and subtracting income taxes
previously recorded.

(5) Pro forma net income (loss) per share information assumes that 192,012 of
the shares of Common Stock being offered by the Company hereby were
outstanding during the periods indicated. This represents the approximate
number of shares of Common Stock which are being offered by the Company
(assuming an initial public offering price of $14.00 per share and after
deducting estimated underwriting discounts and commissions) to enable the
Company to make the Distribution. The Company currently estimates that the
Distribution will be $2.5 million.

17
<PAGE> 19

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

INTRODUCTION

The following section of the Prospectus, Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains certain
forward-looking statements that involve substantial risks and uncertainties.
"Expect," "believe" and similar expressions, as they relate to the Company or
its management, are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results, performance or achievements expressed in, or implied by, these
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed in "Risk Factors."

COMPANY OVERVIEW

The Company was founded in 1973 and derives its revenues from providing IT
consulting services. SPR principally bills its clients on a "time and materials
basis" and revenues are recognized as services are provided. The Company has
occasionally entered into fixed-price billing engagements and may enter into
more such engagements in the future. Typically, the Company bills for its
services on a biweekly basis to monitor client satisfaction and to manage its
outstanding accounts receivable balances. The Company's cost of services
consists primarily of consultant compensation and related expenses. Accordingly,
the Company's financial performance is substantially affected by billing margins
(billable hourly rate less consultant hourly cost) and consultant utilization
rates (the ratio of hours billed to total available hours).

Historically, SPR has maintained its billing margins by increasing its
hourly rates to offset increases in its consulting staff costs. The Company
manages its billing margins by establishing a target billing rate for each
consultant; however, actual billing rates may be higher or lower than the target
billing rates depending upon competitive pressures and market conditions. Hourly
billing rate increases are generally implemented by the Company based upon
market conditions, consultant skill levels and the terms of its engagements.

To date, the Company believes that it has effectively managed its
consultant utilization rates. Fluctuations in consultant utilization rates
result from variations in the amount of unassigned time, which historically has
consisted of training, vacation, sick and holiday time and time spent on
administrative support activities while between engagements. In order to reduce
unassigned time, the Company actively manages the terms of its engagements and
matches available consultants based upon client requirements. In addition, the
number of new consultant training programs and the amount of time it takes to
assign the newly trained consultants vary, thereby affecting the Company's
consultant utilization rates from period to period.

The Company believes that its business and growth strategies are primarily
dependent upon the availability of qualified technical consultants. To address
the shortage of qualified technical consultants, the Company has developed a
three-year training program targeted at college graduates with degrees other
than computer science. The initial seven-week entry-level course specifically
focuses on Century Date Compliance, while advanced course modules concentrate on
the Company's other service offerings. The individuals enrolled in the
entry-level training course are paid a salary commensurate with the salary paid
to computer science graduates. Since the commencement of the entry-level
training program on February 15, 1996, 84 individuals have entered and
successfully completed entry-level training. The Company incurred approximately
$1.3 million in expenses attributable to the training program in 1996, all of
which have been expensed as incurred. These expenses adversely affected gross
profit and operating income in 1996. Employees who complete the entry-level
course and are placed on customer engagements generate significantly higher
gross margins than the Company's more experienced consultants. The margins for
employees who complete the entry-level training program are higher because their
cost relative to their billing rate is less than the more experienced
consultants. The Company believes that these higher margins are sufficient to
fund additional training classes on a regular basis while increasing overall
corporate profitability. The Company intends to conduct additional training
classes on a regular basis.

In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such 1994 transactions were among family
members within a control group, such transactions

18
<PAGE> 20

have been recorded in the Company's financial statements as if the stockholders
of SPR Chicago and SPR Wisconsin received noncash, stock-based compensation
during 1994, 1995 and 1996. This compensation expense was allocated to each such
period based upon the increase in the estimated fair market value of SPR Chicago
and SPR Wisconsin during the respective periods. Compensation expense was
calculated as follows: (i) multiply the number of shares of Common Stock owned
by the former stockholders of SPR Chicago and SPR Wisconsin by the estimated
market value per share of the Company (which was estimated at $15.00 per share
in 1994 and 1995 and $14.00 per share in 1996); (ii) then subtract the payments
made by SPR Chicago and SPR Wisconsin to Systems Inc. on the notes issued in
connection with the 1994 transactions; (iii) then subtract the value of the
shares received by the stockholders of SPR Chicago and SPR Wisconsin
attributable to such stockholders' interests in Systems Inc. and DataFlex. This
expense is non-recurring subsequent to October 31, 1996. The pro forma financial
data eliminates such expense from operating income for 1996 and for the six
months ended June 30, 1996; accordingly, operating income was increased by $12.2
million in 1996 and $6.7 million for the six months ended June 30, 1996. Upon
the conversion of the Company to a C corporation at closing of the Offering, the
retained deficit of the Company, which includes the aggregate stock-based
compensation expense, will be reclassified and netted against additional paid-in
capital. See "Summary Unaudited Pro Forma Financial Data."

RESULTS OF OPERATIONS

The following table sets forth selected statements of operations data as a
percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUE
------------------------------------------------
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
-------------------------- ---------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues.................................................... 100% 100% 100% 100% 100%
Cost of services............................................ 70 68 72 71 62
--- ---- --- --- ---
Gross profit............................................ 30 32 28 29 38
Costs and expenses:
Selling................................................... 8 9 9 9 9
Recruiting................................................ 3 3 4 4 3
Stock-based compensation(1)............................... 44 122 38 44 --
General and administrative................................ 9 7 11 9 17(2)
--- ---- --- --- ---
Total costs and expenses................................ 64 141 62 66 29
--- ---- --- --- ---
Operating income (loss)(1).................................. (34) (109) (34) (37) 9
Provision for income taxes.................................. 1 -- -- -- --
--- ---- --- --- ---
Net income (loss)(1)........................................ (35)% (109)% (34)% (37)% 9%
=== ==== === === ===
</TABLE>

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

(1) In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such transactions were among family
members within a control group, such transactions have been recorded in the
Company's financial statements as if the stockholders of SPR Chicago and SPR
Wisconsin received non-cash, stock-based compensation during 1994, 1995 and
1996, in an amount equal to the increase in the estimated value of such
companies since 1994. This expense is non-recurring subsequent to October
31, 1996. The Summary Unaudited Pro Forma Financial Data eliminates such
expense from operating income for the year ended December 31, 1996 and for
the six months ended June 30, 1996; accordingly, operating income for 1996
and the six months ended June 30, 1996 was increased by $12.2 million and
$6.7 million, respectively. See Note 10 of Notes to Financial Statements.

(2) General and administrative expenses include bad debt expense of
approximately $0.5 million relating primarily to a retail customer which
recently filed for Chapter 11 bankruptcy and $0.2 million of expenses
related to the Company's March 1997 proposed initial public offering that
was postponed.

19
<PAGE> 21

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

Revenues. Revenues increased 51% to $22.7 million in the first six months
of 1997 from $15.1 million in the comparable 1996 period. This increase was
primarily the result of revenue generated by the consultants who completed the
entry-level training program in 1996 and of an increased number of engagements
for both new and existing clients. A higher proportion of these engagements were
for strategic planning and assessment for Century Date Compliance engagements,
which yield higher billing rates. Revenues from Century Date Compliance
engagements increased to $8.7 million in the first six months of 1997 from $2.1
million in the comparable 1996 period.

Gross Profit. Gross profit consists of revenues less cost of services,
which includes consultant salaries, benefits and travel expenses. Gross profit
increased 97% to $8.7 million in the first six months of 1997 from $4.4 million
in the comparable 1996 period. Gross profit as a percentage of revenues
increased to 38% in the first six months of 1997 from 29% in the comparable 1996
period. The increase in gross profit was primarily attributable to higher
billing rates and a higher billing-to-consultant cost ratio (which is revenues
divided by consultant cost). The higher billing rates were realized as a result
of the increase in project management engagements and the higher billing ratio
was attributable primarily to the placement of consultants who completed the
entry-level training program in 1996.

Selling Expenses. Selling expenses include the salaries, benefits,
commissions, bonuses, travel, entertainment and other direct costs associated
with the Company's direct sales force. Selling expenses increased 53% to $2.1
million in the first six months of 1997 from $1.4 million in the comparable 1996
period. This increase was primarily the result of increased commissions
attributable to the 51% increase in sales over the comparable period. The
Company's selling expenses as a percentage of revenues were 9% in both the first
six months of 1997 and in the comparable 1996 period.

Recruiting Expenses. Recruiting expenses consist of costs related to hiring
new personnel, which include the salaries, benefits, bonuses and other direct
costs of the in-house recruiters, consultant relocation fees, recruiters' travel
expenses, and advertising costs. The Company hired 160 consultants during the
first six months of 1997 compared to 149 in the first six months of 1996.
Recruiting expenses increased to $0.7 million in the first six months of 1997
from $0.6 million in the comparable 1996 period. Total recruiting costs per hire
increased to approximately $4,400 in the first six months of 1997 from
approximately $4,100 in the comparable 1996 period.

Stock-based Compensation Expense. Stock-based compensation expense consists
of non-cash expense resulting from the financial statement treatment of the 1994
transfers by Systems Inc. of certain of its assets and liabilities to SPR
Chicago and SPR Wisconsin. The stock-based compensation expense was allocated to
each period based upon the increase in the estimated fair market value of SPR
Chicago and SPR Wisconsin. The increase in the estimated fair market value of
SPR Chicago and SPR Wisconsin for the periods presented was based primarily upon
SPR Chicago's and SPR Wisconsin's revenue growth over such periods. The expense
is non-recurring subsequent to October 31, 1996. Stock-based compensation
expense allocated to the six months ended June 30, 1996 was $6.7 million.

General and Administrative Expenses. General and administrative expenses
include salaries and benefits of management and support staff, leased facilities
cost, training, travel expenses related to general and administrative matters,
outside professional fees, depreciation and all other corporate costs. General
and administrative expenses increased 180% to $3.7 million in the first six
months of 1997 from $1.3 million in the comparable 1996 period. This increase
was primarily attributable to six additional employees, general salary and
management bonus increases, bad debt expense of approximately $0.5 million
relating primarily to a client which recently filed for Chapter 11 bankruptcy
and $0.2 million in expenses relating to the Company's March 1997 proposed
initial public offering that was postponed. Total costs of the March 1997
offering were approximately $0.8 million, of which $0.2 million was expensed in
the second quarter of 1997 and $0.6 million was deferred and will be charged
against the proceeds of the Offering. Additional factors contributing to this
increase include increased rent relating to new office space in Wisconsin,
increased depreciation, increased professional fees and training costs
associated primarily with outside instructors.

20
<PAGE> 22

1996 COMPARED TO 1995

Revenues. Revenues increased 42% to $32.5 million in 1996 from $22.9
million in 1995. This increase was primarily the result of an increased number
of engagements for both new and existing clients. A higher proportion of these
engagements were for strategic planning and assessment for Century Date
Compliance engagements, which yield higher billing rates. Revenues from Century
Date Compliance engagements increased to $9.0 million in 1996 from $0.6 million
in 1995.

Gross Profit. Gross profit increased 25% to $9.2 million in 1996 from $7.4
million in 1995. Gross profit as a percentage of revenues decreased to 28% in
1996 from 32% in 1995. The decrease in gross profit was primarily attributable
to salaries and benefits of trainees enrolled in the entry-level training
program, and the subsequent delay in the assignment of these individuals to
billable engagements. This resulted in an increase in expenses of approximately
$0.8 million without any increase in revenues. In addition, the Company hired 20
project managers (an increase of 200% from 1995) to satisfy anticipated demand
for the Company's services. The Company's operating income for the year ended
December 31, 1996 was adversely affected by the large number of project managers
hired during such period and the amount of time these project managers devoted
to enhancing the Company's proprietary methodologies and performing marketing
and administrative activities. The Company believes that operating income should
continue to improve as these project managers devote more time to billable
engagements.

Selling Expenses. Selling expenses increased 42% to $3.0 million in 1996
from $2.1 million in 1995. This increase was primarily the result of increased
commissions attributable to the 42% increase in sales over 1995. The Company's
selling expenses, as a percentage of revenues, were 9% in 1996 and 1995.

Recruiting Expenses. The Company hired 292 consultants during 1996 compared
to 254 in 1995. Recruiting expenses increased 70% to $1.3 million in 1996 from
$0.8 million in 1995. The Company employed on average 4 more recruiters in 1996
than in 1995 to handle the increased hiring activity. As a result of such
additions, total recruiting costs per hire increased to approximately $4,500 in
1996 from approximately $3,100 in 1995.

Stock-based Compensation Expense. Stock-based compensation expense
allocated to 1996 was $12.2 million compared to $28.0 million allocated to 1995.

General and Administrative Expenses. General and administrative expenses
increased 128% to $3.7 million in 1996 from $1.6 million in 1995. This increase
was primarily attributable to hiring eight additional employees, increased rent
relating to new office space in Chicago and Wisconsin, increased depreciation,
training costs associated primarily with outside instructors and initial
staffing of the IDS business unit, including the reclassification of certain
employee salaries from cost of services and selling expenses to reflect the
change in responsibilities of these employees.

1995 COMPARED TO 1994

Revenues. Revenues increased 55% to $22.9 million in 1995 from $14.8
million in 1994. The increase was primarily the result of an increased demand
for the Company's services from both new and existing clients and a continuing
shift from contract programming to project management engagements yielding
higher billing rates. Revenues from Century Date Compliance engagements
increased to $0.6 million in 1995 from an immaterial amount in 1994.

Gross Profit. Gross profit increased 69% to $7.4 million in 1995 from $4.4
million in 1994 and, as a percentage of revenues, increased to 32% of revenues
in 1995 from 30% in 1994. This increase resulted from higher billing rates
without commensurate increases in consultant hourly costs resulting from the
shift from contract programming to project management and the completion of two
out-of-town engagements in 1994 in which per diem expenses were paid to
consultants but not passed through to clients. Out-of-town expenses, such as
travel expenses, generally are passed through to the Company's clients; however,
in the case of these two engagements, the Company agreed to bear such expenses
and recorded this expense as cost of services in 1994.

21
<PAGE> 23

Selling Expenses. Selling expenses increased 84% to $2.1 million in 1995
from $1.2 million in 1994. This increase was primarily the result of increased
commissions due to a 55% increase in sales in 1995 over 1994. In addition, the
Company hired four additional salespersons in 1995.

Recruiting Expenses. Recruiting expenses increased 89% to $0.8 million in
1995 from $0.4 million in 1994. This increase was the result of hiring seven
additional recruiters to expand hiring activity required by the increased demand
for the Company's service offerings. The Company hired 254 consultants in 1995
compared to 168 in 1994. As a result of hiring the additional recruiters, total
recruiting costs per hire increased to approximately $3,100 in 1995 from
approximately $2,400 in 1994.

Stock-based Compensation Expense. Stock-based compensation expense
allocated to 1995 was $28.0 million compared to $6.5 million allocated to 1994.

General and Administrative Expenses. General and administrative expenses
increased 23% to $1.6 million in 1995 from $1.3 million in 1994. This increase
was primarily due to management salary and bonus increases, the hiring of a
Director of Human Resources, four general office staff employees and an increase
in depreciation. General and administrative expenses as a percentage of revenues
decreased to 7% in 1995 from 9% in 1994 as a result of the rapid growth in
revenues.

UNAUDITED QUARTERLY RESULTS

The following tables set forth certain unaudited quarterly data for the
periods shown:

<TABLE>
<CAPTION>
1995 QUARTER ENDED 1996 QUARTER ENDED 1997 QUARTER ENDED
------------------------------------- ------------------------------------- --------------------
MAR. 31 JUNE 30 SEP. 30 DEC. 31 MAR. 31 JUNE 30 SEP. 30 DEC. 31 MAR. 31 JUNE 30
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................... $4.5 $5.3 $6.3 $6.8 $7.4 $7.6 $8.4 $9.1 $10.5 $12.2
Gross profit............... 1.4 1.7 2.1 2.2 2.3 2.1 2.6 2.2 3.8 4.9
</TABLE>

Operating results fluctuate based upon the timing of service offering
expansion activities, the hiring and training of consultants, the initiation and
completion of engagements, the timing of corporate expenditures and the number
of billable days in a quarter.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth principally through cash flows from
operations. The Company's primary source of liquidity is the collection of its
accounts receivable. Accounts receivable have grown as the Company's operations
have grown. Receivables have remained constant at 43 days of revenues at June
30, 1997 and December 31, 1996, down from 45 days of revenues at December 31,
1995. The Company continues to work with its clients to attempt to shorten
receivable cycles on a case-by-case basis. Except for a customer which recently
filed for Chapter 11 bankruptcy from which the Company had a receivable of
approximately $.4 million at June 30, 1997 and recorded a corresponding reserve
for doubtful accounts of approximately $.4 million, the Company has no
collection problems with any of its major customers.

The Company's ten largest clients accounted for approximately 51%, 52% and
49% of its revenues in 1995, 1996 and the six months ended June 30, 1997,
respectively. The volume of work performed for specific clients varies from year
to year. There can be no assurance that a large client in one year will continue
to use the Company's services in a subsequent year. Furthermore, the Company
rarely is the exclusive provider of IT consulting services to its clients. The
loss of any large client could have a material adverse effect on the Company's
business.

Net cash flow provided by operating activities, primarily to fund the
growth in accounts receivable, totaled $0.7 million, $1.6 million and $1.3
million for the years ended December 31, 1996, 1995, and 1994, respectively, and
totaled $1.5 million and $0.9 million for the six months ended June 30, 1997 and
1996, respectively. The decrease from 1995 to 1996 in net cash flow provided by
operating activities was primarily a result of the decrease in net income
adjusted for non-cash stock-based compensation from approximately $2.7 million
in 1995 to $1.0 million in 1996. Net cash (used in) the Company's investing
activities, primarily to fund capital expenditures, totaled ($0.9 million),
($0.1 million) and ($0.2 million) for the years ended

22
<PAGE> 24

December 31, 1996, 1995, and 1994, respectively, and totaled ($0.3 million) and
($0.4 million) for the six months ended June 30, 1997 and 1996, respectively.
Net cash (used in) financing activities consisting primarily of payments on a
note payable to Eugene Figliulo and dividend distributions to stockholders to
fund their payment of taxes due on S corporation income totaled ($0.5 million),
($1.5 million) and ($0.4 million) for the years ended December 31, 1996, 1995
and 1994, respectively, and totaled ($1.0 million) and ($1.1 million) for the
six months ended June 30, 1997 and 1996, respectively.

The Company periodically has supplemented cash generated by operations with
term loans and short-term borrowings under lines of credit. The proceeds from a
$0.3 million term note funded furniture and equipment purchases for the
Company's Chicago facility. The term note matures on December 31, 2000, bears
interest at 9% per annum, with principal and interest payable monthly, and is
secured by certain accounts receivable and other assets. As of June 30, 1997,
this term note had an outstanding balance of $0.2 million. The Company intends
to pay this term note with part of the net proceeds from the Offering.

The Company had a note payable to a stockholder that was due in August
1997. This note had an outstanding balance of $.2 million as of June 30, 1997
and was repaid in full in August 1997.

Due to the significant growth the Company has experienced, two lines of
credit were established in 1996. These lines of credit provided for maximum
borrowings of $2.5 million and were limited based upon a percentage of eligible
accounts receivable. On December 31, 1996 there was $1.3 million outstanding on
the lines. Interest rates on the lines of credit were at each of the respective
bank's prime rate and were collateralized by certain assets including accounts
receivable. In May 1997, one of the lines expired and the Company replaced the
other line.

The Company entered into a loan agreement in June 1997 which provides for
both a revolving credit facility and a term loan facility. Both the revolving
loan facility and the term loan facility are secured by certain accounts
receivable and other assets. The loan agreement contains certain restrictions,
prohibiting, among other things, additional indebtedness without the lender's
consent. The loan agreement also contains certain covenants, including, among
others, a requirement that the Company maintain a cash flow coverage ratio, as
defined, of not less than 1.1 to 1. The revolving credit facility allows SPR to
borrow up to the lesser of (i) $2.0 million or (ii) the borrowing base, as
defined, in each case less the undrawn face amount of any letters of credit
issued on behalf of the Company. Interest is at the lender's prime rate (8.5% at
June 30, 1997). The revolving credit facility matures in March 1998. As of June
30, 1997, the Company's outstanding balance in the revolving credit facility was
$1.6 million, all of which had been used for general corporate purposes.

The term loan facility provides for maximum borrowings of $2.0 million for
use for certain purposes. Interest on the term loan facility is payable
quarterly at 1% over the lender's prime rate (9.5% at June 30, 1997). In
addition, installments of principal in the amount of $62,500 are payable
quarterly commencing in September 1997. Within 30 days of the end of each
calendar quarter, the Company is required to pay a portion of the principal
amount of the term note then outstanding in an amount equal to 40% of the excess
cash flow, as defined, during such calendar quarter. The term loan facility
matures in March 1999. SPR borrowed approximately $1.0 million on the term loan
facility to make distributions to stockholders to fund their payments of taxes,
all of which was outstanding on June 30, 1997.

The Company believes that cash flow from operations, the net proceeds of
the Offering and available borrowings will be sufficient to meet its operating
needs and capital expenditures for the foreseeable future.

23
<PAGE> 25

BUSINESS

COMPANY OVERVIEW

SPR has over 24 years of experience in providing IT services to clients in
a variety of industries, including financial services, healthcare, insurance,
manufacturing, oil and gas, transportation and utilities. The Company focuses
its marketing efforts on Fortune 1000 companies and other large organizations
which have complex IT operations and significant IT budgets. SPR's objective is
to become the leading IT services provider to both new and existing clients. SPR
provides its clients with three levels of consulting support which are
distinguished by the degree of responsibility the Company assumes: strategic
planning, project management and implementation. Within this framework, SPR
currently provides outsourcing services through four service offerings: Systems
Re-engineering, Century Date Compliance, Application Management and Information
Delivery Services ("IDS") in addition to providing General Consulting services.
SPR bills its clients on either a time and materials or a fixed-price basis. The
Company believes that this breadth of service and support fosters long-term
client relationships, promotes cross-selling opportunities and minimizes the
Company's dependence upon any particular service offering or client.

The Company currently has four branch offices located in Chicago, Tulsa,
Milwaukee and Dallas and 467 IT consulting professionals, including 44 project
managers and 36 independent contractors. The number of consultants employed or
retained by the Company as of June 30, 1997 was 15% greater than at the end of
1996. The Company has made, and intends to continue to make, significant
investments in its systems infrastructure, recruiting organization, training
programs and marketing initiatives in an effort to sustain growth. SPR intends
to leverage these investments, as well as its operating expertise, by opening
additional branch offices.

SPR has capitalized on the growing demand for IT services. The Company's
revenues have increased at a compound annual growth rate of approximately 37%
from 1992 through 1996. From 1995 to 1996, the Company's revenues increased 42%.
More than 80% of the Company's revenues in 1996 were attributable to 56
companies which had been clients for at least the prior three consecutive years.
For the first six months of 1997, the Company's revenues increased 51% compared
to the same period in 1996 and its gross and operating margins increased to 38%
and 10%, respectively.

INDUSTRY OVERVIEW

Dataquest Incorporated estimated total expenditures for professional IT
services in the United States were $54.1 billion in 1996. Dataquest also
estimates that the professional IT services market, consisting of consulting and
education, systems integration and development and systems management services,
will reach $79.6 billion by 1999. This represents a compound annual growth rate
of approximately 14% between 1997 and 1999.

The Company's experience is that many large organizations find it
increasingly difficult and costly to internally maintain their existing systems.
Management believes that over 75% of existing mainframe and mid-range systems
will still be in operation seven to ten years from now as businesses will
continue to require massive data storage capabilities and tremendous processing
power, which are most efficiently provided by mainframe technology. As providers
of IT services focus more on the client/server segment of the market, however,
fewer professionals possess the skills necessary to support and maintain
existing mainframe and mid-range systems. The Company believes these factors
provide it with a substantial growth opportunity within the IT services
industry.

In addition, the Company believes that clients will continue to maintain
and improve their existing systems because: (i) existing systems represent an
enormous investment which may prove too risky and expensive to completely
replace; (ii) mainframe computing is increasingly being utilized in new ways as
Internet/intranet technologies develop; (iii) existing systems are critical to
the functioning of clients' businesses as they contain vital business
information needed to build replacement systems; and (iv) regardless of which
front-end computing platform is utilized, clients still need to access data
resident in mainframe computers.

24
<PAGE> 26

The Company also is capitalizing on the substantial growth opportunity
created by problems inherent in implementing mass changes to application systems
and their associated data bases. Examples of mass change include the European
Union's expected conversion to the euro currency, the extension of the number of
digits and other characters in zip codes, product codes and account numbers and,
especially, the year 2000 problem, the software glitch that will prevent
computers from properly recognizing dates after the year 1999. Coding 19YY as YY
eliminated two characters from each date reference thereby preserving
substantial amounts of disk storage and memory. A date shown as YY/MM/DD
provides many calculation options within a system, such as age, interest
computations, inventory, materials planning, shelf life, shipping dates and
billing. The problem with this programming format is that in the year 2000, when
YY=00, none of the calculations will work properly. If corrections are not made
prior to January 1, 2000, computer systems may fail which could cause businesses
to stop functioning properly. This abbreviated date-coding format is prevalent
in core, mission-critical systems, which comprise millions of lines of computer
code in existing systems. The data used and generated by these systems are
heavily integrated into multiple files and databases. This data integration
typically results in thousands of interfaces, each of which must be analyzed,
changed and tested to correct the problem, while minimizing the impact on
ongoing operations. Capers Jones estimates the cost in the United States to
correct the year 2000 problem associated with software and databases to be $130
billion. In addition, Gartner Group, Inc. projects that by the end of 1997 only
20% of all systems in the world will be year 2000-compliant, and only 50% of
such systems will be year 2000-compliant by the end of 1999.

BUSINESS STRATEGIES

EXPAND ENTRY-LEVEL TRAINING PROGRAM TO ATTRACT, DEVELOP AND RETAIN
QUALIFIED TECHNICAL CONSULTANTS. The Company currently employs 21 full-time
recruiters: eight in Chicago, seven in Tulsa, five in Milwaukee and one in
Dallas. Over the past 24 years, the Company has developed and refined an
internal recruiting database which facilitates rapid identification of
consultant candidates based upon skill and geographic location. To address the
shortage of qualified technical consultants, the Company has developed a
three-year training program. This program, targeted at college graduates with
degrees other than computer science, begins with a seven-week entry-level course
specifically focused on Century Date Compliance. The Company, in conjunction
with DeVry, Inc., has developed several other training courses to enable its
consultants to enhance their careers and to improve their technical skills. See
"-- Recruiting and Training." The Company believes its training program,
together with its comprehensive employee welfare plans and the Option Plan and
the Employee Stock Purchase Plan, provide the Company with a competitive
advantage in attracting, developing and retaining qualified technical
consultants. See "Management -- Stock Plans."

CONTINUE TO FOCUS ON PROJECT MANAGEMENT TO DELIVER VALUE-ADDED IT
SOLUTIONS. In recent years, the Company has shifted its focus from general
consulting engagements such as contract programming to outsourcing engagements
focusing on project management and strategic planning engagements such as
Century Date Compliance, Systems Re-engineering, Application Management and IDS.
The Company believes that by providing such value-added services it develops
in-depth knowledge of its clients' existing systems and gains a competitive
advantage in assessing its clients' needs with respect to emerging technologies
and anticipating opportunities to provide additional IT services.

FOCUS ON LEADING TECHNOLOGIES. The Company maintains and continues to build
expertise not only in mainframe applications but also in other high demand
technologies, such as Internet/intranet applications, open computing systems,
object oriented solutions, data warehousing and relational database management
systems. SPR has developed, and intends to continue developing, relationships
with software product developers and research institutions to remain on the
leading edge of technological development and to provide its clients with
technologies that are best suited to their individual needs.

DELIVER UNBIASED SERVICE OFFERINGS UTILIZING DISCIPLINED METHODOLOGIES. The
Company works closely with its clients' IT personnel from the strategic planning
phase through the completion of an engagement. To

25
<PAGE> 27

increase productivity and efficiency, the Company has developed specific
proprietary service methodologies, Renovation(SM) and Renovation2000(SM), and a
proprietary software analysis tool, CodeVu(SM). See "-- Proprietary Service
Methodologies and Software Analysis Tool." In implementing its methodologies,
the Company utilizes the best available third-party application software and
productivity tools without regard to specific third-party vendor relationships,
thereby avoiding the bias resulting from promoting third-party products. The
Company is capable, therefore, of offering its clients an objective assessment
of the advantages and disadvantages of the latest packaged software
applications, platforms, operating systems and productivity tools.

GROWTH STRATEGIES

Historically, the Company has grown by developing new service offerings and
expanding its client base. The Company may also pursue growth through selected
geographic branch expansion and strategic acquisitions. Management believes that
its strategies have positioned the Company to achieve continued growth in
revenues and earnings. Key elements of the Company's growth strategies include
the following:

CAPITALIZE ON OUTSOURCING TREND THROUGH CENTURY DATE COMPLIANCE
EXPERTISE. SPR was an early entrant into the year 2000 segment of the market,
completing its first Century Date Compliance engagement in 1993. The Company
expects that its expertise in this industry segment will result in additional
Century Date Compliance engagements as the year 2000 approaches. To date, the
Company has found that many of its clients request the Company not only to
evaluate their Century Date Compliance needs, but also to assess functional and
technical quality in their application portfolios and develop strategies for
improvement. As a result of its Century Date Compliance engagements, SPR expects
to be strategically positioned to provide additional IT services to clients who
have already entrusted their core, mission-critical systems to SPR.

DEVELOP ADDITIONAL VIRTUAL INSOURCING CENTERS. In order to capitalize on
the corporate trend towards outsourcing, the Company established its first
Virtual Insourcing Center in the third quarter of 1996. Virtual Insourcing
Centers augment the Company's Application Management service offering and are
logical extensions of the Company's Systems Re-engineering, Century Date
Compliance and General Consulting service offerings. See "-- Service Offerings."
The Company intends to establish additional Virtual Insourcing Centers. Equipped
with a variety of computer hardware, software and networking technologies and
systems, these centers enable the Company to provide the full range of its
service offerings in a Company facility rather than at its clients' facilities.
The Virtual Insourcing Centers also enable the Company to assume off-site
project management responsibilities and to complete Century Date Compliance and
Systems Re-engineering and Application Management engagements without
interrupting its clients' businesses. In addition, Virtual Insourcing Centers
allow the Company to implement the testing phases of its Renovation(SM) and
Renovation2000(SM) methodologies seven days a week, rather than only on weekends
when clients are not utilizing their systems.

DEVELOP AND EXPAND ADDITIONAL CLIENT SERVICES. The Company believes there
are substantial opportunities for increasing revenues by developing and
expanding services offered to existing and prospective clients. In response to
client needs, SPR implemented its IDS service offering in the third quarter of
1995. IDS was introduced to provide end-users access to data locked within
existing systems. By incorporating technologies such as data warehousing,
on-line analytical processing ("OLAP"), data mining and the Internet/intranet,
IDS helps bridge the gap between modern technologies and existing systems.

LEVERAGE EXISTING CLIENT BASE. The Company intends to continue building
long-term client relationships. Its record of customer satisfaction and expanded
service offerings have contributed to the Company's ability to increase the
revenues generated from existing clients. The Company derived more than 80% of
its revenues in 1996 from 56 clients to which it had provided IT services in at
least the prior three consecutive years. The Company intends to further
penetrate its existing client base by providing additional service offerings.

EXPAND GEOGRAPHIC PRESENCE. Geographic expansion will be driven primarily
by the growing need to service existing clients' divisions or affiliates in new
geographic locations. The Company opened a Dallas branch in February, 1997. The
Company also may pursue strategic acquisitions either to expand its geographic
presence or to complement and further diversify its existing service offerings.

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<PAGE> 28

SERVICE OFFERINGS

Since its inception, the Company has provided technical personnel to
augment its clients' internal IT departments. Over the past several years,
however, the Company has focused its efforts on providing higher-end service
offerings. The Company provides its clients with three levels of consulting
support which are distinguished by the degree of responsibility the Company
assumes: strategic planning, project management and implementation. Within this
framework, SPR currently provides outsourcing services through four service
offerings: Systems Re-engineering, Century Date Compliance, Application
Management and IDS in addition to providing General Consulting services. The
amount of responsibility assumed by the Company generally depends upon a
client's in-house capabilities and desire to outsource IT functions. Based upon
client needs, SPR can provide strategic planning, project management or
implementation either at its clients' facilities or off-site at SPR's Virtual
Insourcing Centers. See "-- Growth Strategies -- Develop Additional Virtual
Insourcing Centers." SPR employs proven proprietary service methodologies and
software analysis tools to deliver these services. See "-- Proprietary Service
Methodologies and Software Analysis Tool." SPR bills its clients on either a
time and materials or fixed-price basis.

[GRAPHICS REGARDING THE COMPANY'S SERVICE OFFERINGS]

GENERAL CONSULTING. General Consulting consists of providing technical
personnel with expertise in a wide variety of skills and disciplines to augment
clients' internal IT departments. Clients' IT departments often require advice
and programming skills without the full range of project management support.
General Consulting consists of staff augmentation principally for maintenance
and development of client/server and mainframe environments.

SYSTEMS RE-ENGINEERING. Systems Re-engineering consists of software
portfolio analysis and assessment, code stabilization, code modularization,
language upgrades or conversions, business specification extraction and system
documentation. The Company re-engineers existing systems to create more
manageable and functional applications and transitions existing systems to
distributed client/server and networking systems. This service offering allows
the Company's clients to leverage their investments in existing systems through
analysis, improvement, redesign and reuse of applications.

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<PAGE> 29

CENTURY DATE COMPLIANCE. Century Date Compliance consists of retrofitting
existing systems to address the date-coding problem that will be caused by the
year 2000. Century Date Compliance services include high-level organizational
assessment of a client's software portfolio and organizational readiness,
engagement planning and management and implementation. See "-- Industry
Overview."

APPLICATION MANAGEMENT. Application Management consists of providing the
management, systems maintenance and support of all or part of clients' existing
IT applications. Using proprietary and third-party service methodologies and
tools, the Company provides transition planning, engagement management, program
maintenance and testing, production support and system improvements.

INFORMATION DELIVERY SERVICES. IDS consists of accessing, analyzing and
managing data which currently resides in existing systems. The Company uses its
expertise with existing systems and emerging technologies to provide its clients
with the ability to retrieve and utilize data resident in existing systems which
would otherwise be inaccessible. Services provided within IDS include
information harvesting, information analysis and information publishing, which
incorporate technologies such as OLAP and the Internet/intranet.

PROPRIETARY SERVICE METHODOLOGIES AND SOFTWARE ANALYSIS TOOL

The Company's proprietary service methodologies, Renovation(SM) and
Renovation2000(SM), and its proprietary software analysis tool, CodeVu(SM),
provide SPR with a disciplined approach to fulfill its engagements.
Renovation(SM) and Renovation2000(SM) enable the Company to deliver its service
offerings through a tested and repeatable format. CodeVu(SM) quickly and
accurately provides information concerning client software portfolios. These
service methodologies coupled with the software analysis tool, as well as key
strategic alliances with third-party software providers, such as Arbor Software
and Micro Focus, facilitate the development of well-defined tasks and timetables
for each phase of an engagement from strategic planning through implementation.

RENOVATION(SM). Renovation(SM) was first used by the Company in 1988 for
Systems Re-engineering engagements. The methodology employs a four phase
approach: assessment, improvement, transformation and preservation. In the
assessment phase, the system is analyzed for architectural deficiencies and a
strategy is developed for correcting these deficiencies and transforming the
existing architecture. In the improvement phase, commercially available tools
and internally developed techniques are applied to implement the strategy
developed in the assessment phase. In the transformation phase, the newly
re-engineered system is transformed into a new architectural paradigm. In the
preservation phase, quality assurance procedures are developed. These procedures
are designed to help prevent the degradation of the system after the Systems Re-
engineering process is complete, thereby protecting the client's investment in
its existing systems.

RENOVATION2000(SM). Renovation2000(SM) is SPR's methodology for Century
Date Compliance engagements. This methodology employs a repeatable process
which, in conjunction with the best available third-party application software
and productivity tools, analyzes, locates and retrofits all programs and data
affected by the absence of a century date field to permit processing of dates
after 1999. This methodology enables the Company to capture information allowing
the refinement of the process and the preparation of estimates and schedules
throughout the engagement.

CODEVU(SM). CodeVu(SM), which runs on mainframe and personal computing
platforms, analyzes source code and provides quantitative information at the
program and system level. CodeVu(SM) provides insight regarding the technical
quality of the source code, identifies programs that are the most costly to
maintain and represent the highest risk and identifies and locates potential
problems hidden within the code. This tool has been used successfully by the
Company in a large number of engagements including Systems Re-engineering,
Century Date Compliance and Application Management. CodeVu(SM) is often
integrated into client environments to assist with the maintenance and
preservation of source code.

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<PAGE> 30

RECRUITING AND TRAINING

The Company employs 21 full time recruiters, including three recruiting
managers, who are responsible for recruiting and establishing relationships with
qualified technical personnel. Technical personnel meeting the Company's
standards are added to a computerized database. Recruiting managers maintain
regular contact with technical personnel, monitor their availability and changes
in skill levels and update the database, which has been maintained for over 24
years. See "Risk Factors -- Need to Attract and Retain Qualified Technical
Consultants."

In the first quarter of 1996, the Company implemented a three-year training
program to address the current shortage of available technical consultants for
its Century Date Compliance engagements. The Company actively recruits college
graduates with degrees other than in computer science, such as music,
mathematics and philosophy. Based upon its experience with graduates of the
entry-level portion of the training program, the Company believes such
individuals have the aptitude to develop the requisite systems and programming
skills. The Company enrolls these individuals in an intensive seven-week
entry-level training course. Upon completion of training, the Company places
these individuals on Century Date Compliance engagements, where they work under
the supervision of experienced consultants. The Company enters into employment
agreements with these individuals, whereby the consultants agree to reimburse
the Company for some or all of the cost of their training if they leave the
Company within four to six years. Since the commencement of this entry-level
training course on February 15, 1996, 84 individuals have entered and
successfully completed training. The Company intends to continue to conduct
additional training classes on a regular basis. The Company has developed
additional training courses in conjunction with DeVry, Inc., a leading higher
education institution specializing in technology. These courses offer SPR's
consultants advanced training in information technologies. By participating in
these advanced training courses, the Company's consultants can attain
certification from DeVry and earn credits toward both a master's degree in
information technology and an MBA.

MARKETING AND SALES

SPR marketing representatives are assigned to a limited number of accounts
in order to develop an in-depth understanding of each client's individual needs
and to build long-term client relationships. These representatives are
responsible for providing highly responsive service and ensuring that the
Company's service offerings achieve client objectives. In many instances, a
portion of SPR's marketing activity is carried out by senior Company executives.

The Company employs a variety of business development and marketing
techniques to communicate directly with current and prospective clients,
including (i) various print and direct mail advertisements, (ii) participation
in print and live interviews, roundtable discussions and seminars, and (iii) a
World Wide Web site (www.sprinc.com). In addition, the Company believes that its
Chief Executive Officer and Chairman is recognized as an expert concerning the
year 2000 problem. He has participated, often with other service providers,
research organizations and productivity tool and hardware companies, in print,
television and live interviews and seminars concerning this problem. The Company
believes these activities promote greater client awareness and enhance the SPR
brand name.

CLIENT BASE

The Company serves clients in a diverse range of industries thereby
mitigating cyclical effects of any one industry or market. The Company derives
an additional level of diversification from certain of its clients. Different
operating divisions of a given client may utilize any one or several services
offered by SPR, which helps mitigate the risk of customer concentration. During
1996 and for the six months ended June 30, 1997, SPR's ten largest clients
accounted for approximately 52% and 49% of the Company's revenues, respectively,
and Allstate Insurance Company accounted for approximately 16% and 15% of its
revenues, respectively.

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<PAGE> 31

The following table shows selected clients, categorized by industry group,
for which the Company provided services in 1996. Revenues derived from any
particular client engagement vary from year to year. The clients listed below
represented approximately 56%, 45% and 41% of the Company's total revenues for
1996, 1995 and 1994, respectively.

FINANCIAL SERVICES
Comdisco, Inc.
First Data Corporation Oil Card Services
Firstar Information Services Corporation
Stein Roe & Farnham Incorporated
Trans Union
INSURANCE
Allstate Insurance Company
CUNA Mutual Group

Guaranty National Insurance Companies

Kemper National Insurance
The Lincoln National Life Insurance Company
Wausau Insurance
OIL & GAS
Chevron Information Technology Company
Citgo Petroleum Corporation
MAPCO
Oxy USA Inc.
HEALTHCARE
Baxter Healthcare Corporation
G E Medical Systems
G.D. Searle & Co.
MANUFACTURING
Case Corporation
Dowell Schlumberger Company
Nalco Chemical Company
Navistar International Transportation Corp.
The Williams Companies
Cessna Aircraft Company
TRANSPORTATION
Chicago Transit Authority
General Electric Railcar Services Corporation
Sabre Group Holdings, Inc.
OTHER INDUSTRIES
Kraft Foods

Lands' End

Manpower International Incorporated
The Peoples Gas, Light and Coke Company
Sears, Roebuck and Co.
Spiegel, Inc.
State of Wisconsin
Sun Company Inc.
United Video, Inc.
WorldCom

EMPLOYEES

As of June 30, 1997, the Company had 467 IT consulting professionals, of
whom 431 were employees and 36 were independent contractors. Of these IT
consulting professionals, 44 were project managers. As of such date, the Company
had 495 employees: 241, 138, 114 and 2 in Chicago, Tulsa, Milwaukee and Dallas,
respectively.

The Company has three categories of IT consultants: salaried employees,
associate employees and independent contractors. Salaried employees are
full-time employees of the Company and are eligible for all benefits offered by
the Company. Associate employees are eligible for the same benefits offered to
salaried employees but are paid on an hourly basis and, as such, are not
entitled to paid time off in the form of sick days, personal days or vacation.
Approximately 80% of the Company's IT consultants are salaried employees and 12%
are associate employees. Independent contractors are not employees of the
Company, but are paid on an hourly basis and are not entitled to any benefits
offered to Company employees. Approximately 8% of the Company's IT consultants
are independent contractors.

The Company is not a party to any collective bargaining agreements and
considers its relationships with its employees to be good.

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<PAGE> 32

COMPETITION

The market for IT professional services is intensely competitive on local
and national levels, and the Company competes frequently with a variety of
companies for both the same clients and qualified technical consultants. These
companies include: "Big Six" accounting firms, systems consulting and
implementation firms, application software firms, service groups of computer
equipment companies, general management consulting firms and programming
companies. The Company considers large organizations with complex IT needs to be
among its primary clients. Within a given market, there are a limited number of
such potential clients, some of which have designated only certain IT
professional services companies as approved providers of IT professional
services. Primary competitive factors for obtaining and retaining clients
include price, quality of services, technical expertise and responsiveness to
client needs. The primary competitive factors in attracting and retaining
qualified candidates as consultants are competitive compensation arrangements
and consistent exposure to high quality and varied engagements.

Several of the Company's competitors are substantially larger than the
Company and have greater financial and other resources. Many of such competitors
have also been in business longer than the Company and have significantly
greater name recognition throughout the United States, including the geographic
areas in which the Company operates and into which it may expand. In addition,
such competitors are able to meet a broader range of a client's IT consulting
needs and serve a broader geographic range than the Company, which permits such
competitors to better serve national accounts. Although the Company believes
that it competes, and will continue to compete, favorably with existing and
future competitors, there can be no assurance that the Company will continue to
do so. See "Risk Factors -- Competition" and "Risk Factors -- Need to Attract
and Retain Qualified Technical Consultants."

INTELLECTUAL PROPERTY RIGHTS

Software developed by SPR in connection with a client engagement typically
becomes the exclusive property of the client. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights, the
rights of third parties from whom the Company licenses intellectual property and
the proprietary rights of its clients. The Company enters into confidentiality
agreements with its consultants in an effort to prevent the distribution of
proprietary information. See "Risk Factors -- Intellectual Property Rights."

SPR(SM), Renovation(SM), Renovation2000(SM), CodeVu(SM) and the SPR logo
are service marks of the Company. The Company holds no patents or registered
copyrights, and has no present intention of registering any copyright or filing
any patent applications. See "-- Propriety Service Methodologies and Software
Analysis Tool."

PROPERTY

SPR leases its principal executive offices, which are located at 2015
Spring Road, Oak Brook, Illinois 60523-1874, and also leases facilities in
Tulsa, Oklahoma and Milwaukee, Wisconsin. These leases expire on January 21,
2002, May 31, 2004 and May 31, 2001, respectively. The Company also leases space
in Oak Brook, Illinois to house a Virtual Insourcing Center. This lease expires
on August 31, 2002. The Company believes it has adequate space to conduct its
current business. The Company anticipates, however, that additional space will
be required as business expands but believes that it will be able to obtain
suitable space as needed. See Note 5 of Notes to Financial Statements.

LEGAL PROCEEDINGS

The Company is not involved in any material legal proceedings.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company, and their ages and
positions as of July 1, 1997, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Executive Officers and Directors
Robert M. Figliulo................... 43 Chief Executive Officer and Chairman of
the Board of Directors
Michael J. Fletcher.................. 42 Executive Vice President, General Manager
--Tulsa and Director
David A. Figliulo.................... 36 Executive Vice President and Director
Stephen J. Tober..................... 32 Executive Vice President -- Finance and
Business Development
Stephen T. Gambill................... 46 Chief Financial Officer
Ronald L. Taylor(1).................. 53 Director
Sydnor W. Thrift, Jr.(2)............. 68 Director
David P. Yeager(1)(2)................ 44 Director
</TABLE>

- -------------------------
(1) Member of the Audit Committee of the Board of Directors.

(2) Member of the Compensation Committee of the Board of Directors.

Directors hold office for one year and until their successors are elected
and qualified. Executive officers of the Company are appointed by, and serve at
the direction of, the Board of Directors. Unless otherwise stated, the directors
and executive officers listed below have held their positions with SPR listed in
the above table since October 31, 1996 and have held the positions described
below with the Company's predecessors for the periods indicated.

Robert M. Figliulo served as Chief Executive Officer and Chairman of SPR
since June 1997 and previously served as President and Chairman of the Company
and SPR Chicago. Since joining the Company in May 1976, Mr. Figliulo has held
numerous positions, including Programmer, Analyst, Account Manager, General
Manager of both the Tulsa and Chicago offices and Vice President of Marketing.
Mr. Figliulo received a Masters in Business Administration from the University
of Chicago in 1987. Mr. Figliulo is the brother of David Figliulo and the son of
Eugene Figliulo.

Michael J. Fletcher served as President of SPR Tulsa since September 1994.
Mr. Fletcher joined SPR in 1986 as a Recruiter in the Chicago office and since
that time has held a variety of positions in both the Tulsa and Chicago offices
including Branch Manager of the Tulsa office, Field Support Representative and
Technical Manager. Prior to joining SPR, Mr. Fletcher worked in the staffing
support and personnel recruiting industry.

David A. Figliulo served as Vice President of SPR Chicago since January
1994. Since joining the Company in July 1989, Mr. Figliulo has served as an
Account Manager and as the Vice President of Sales in the Company's Chicago
office. Prior to joining the Company, Mr. Figliulo worked as an Account Manager
for Baxter Healthcare, an international pharmaceutical company, in the Oxygen
Systems Division and was recognized as the division's top salesman in the United
States in 1987, 1988 and 1989. Mr. Figliulo is the brother of Robert Figliulo
and the son of Eugene Figliulo.

Stephen J. Tober served as Executive Vice President -- Finance and Business
Development since June 1997. Prior to joining the Company, Mr. Tober worked in
the investment banking division of Smith Barney Inc. from 1995 through 1997.
From 1991 through 1995 Mr. Tober worked in the corporate finance group of the
law firm Latham & Watkins. Mr. Tober received a J.D. degree from the University
of Virginia School of Law in 1991 and a B.A. degree from Amherst College in
1987.

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<PAGE> 34

Stephen T. Gambill served as Chief Financial Officer since July 1996. From
1982 through July 1996, Mr. Gambill, a certified public accountant, held various
financial management positions within Natural Gas Pipeline Company of America, a
large natural gas pipeline, and most recently served as its Director of
Accounting. Prior to 1982, Mr. Gambill held various auditing positions with the
public accounting firms of Coopers and Lybrand and Deloitte, Haskins & Sells.
Mr. Gambill received a Masters in Business Administration degree from the
University of Chicago in 1987.

Ronald L. Taylor has served since 1987 as a director, President and Chief
Operating Officer of DeVry, Inc., one of the largest publicly-owned,
degree-granting, higher education companies in North America. Mr. Taylor
co-founded Keller Graduate School of Management and was, from 1973 to 1987, its
President and Chief Operating Officer. Mr. Taylor received a Masters in Business
Administration degree from Stanford University in 1971.

Sydnor W. Thrift, Jr. has served as Director of Player Development for the
Baltimore Orioles professional baseball team since November 1994. From November
1991 through October 1994, Mr. Thrift served as the Assistant General Manager
for the Chicago Cubs professional baseball team. From January 1991 through
October 1991, Mr. Thrift served as a consultant to three professional baseball
teams: the San Francisco Giants, the Los Angeles Dodgers and the New York Mets.

David P. Yeager has served as Vice Chairman of the Board of Directors of
Hub Group, Inc., the largest intermodal marketing company in the United States,
since January 1992. Mr. Yeager has also served as Chief Executive Officer of Hub
Group, Inc. since March 1995 and was President of Hub Group, Inc. from October
1985 through December 1991. Mr. Yeager received a Masters in Business
Administration degree from the University of Chicago in 1987.

BOARD COMMITTEES

In October 1996, the Board of Directors established a Compensation
Committee consisting of Messrs. Thrift and Yeager and an Audit Committee
consisting of Messrs. Taylor and Yeager. The Compensation Committee makes
recommendations to the Board of Directors concerning compensation of the
Company's directors, officers and employees. The Compensation Committee also
oversees and administers the Employee Stock Purchase Plan and the Option Plan.
The Audit Committee reviews the results and scope of audits and other services
provided by the Company's independent auditors and monitors and reviews the
Company's financial policies and internal control procedures.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the Mergers, none of SPR Chicago, SPR Tulsa or SPR Wisconsin had a
compensation committee or any other committee of their respective boards of
directors performing similar functions. Decisions concerning compensation of
executive officers were made by the boards of directors of each of the
respective companies, subject to certain limitations, such as maximum
compensation thresholds, imposed by Systems Inc. See "Certain Transactions." Mr.
Robert Figliulo and Mr. David Figliulo, former executive officers and directors
of SPR Chicago, determined their 1996 compensation. Mr. Fletcher and Ms. Potter,
former executive officers and directors of SPR Tulsa, determined their 1996
compensation. Mr. John Figliulo, the sole officer and director of SPR Wisconsin,
determined his 1996 compensation.

DIRECTOR COMPENSATION

Directors who are not employees of the Company receive $1,000 for each
board meeting attended and $500 for each committee meeting attended on a date
other than a date on which the board meets and are reimbursed for their
reasonable out-of-pocket expenses incurred in attending board and committee
meetings. These directors are also entitled to receive stock options under the
Option Plan for serving on the Board of Directors. See "Management -- Stock
Plans." Employee directors do not receive additional compensation for serving on
the Board of Directors.

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<PAGE> 35

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's President and the other two
executive officers who earned in excess of $100,000 in salary and bonus for the
year ended December 31, 1996 (the "Named Executive Officers").

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- ------ ----- ------------
<S> <C> <C> <C>
Robert M. Figliulo....................................... $140,000 $110,315(1) $500(2)
Chief Executive Officer and
Chairman of the Board of Directors
Michael J. Fletcher...................................... 108,039 98,937(3) 500(2)
Executive Vice President, General Manager-Tulsa and
Director
David A. Figliulo........................................ 100,000 72,289(4) 500(2)
Executive Vice President and Director
</TABLE>

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

(1) Includes $5,621 of automobile lease payments made by the Company.

(2) Represents $500 in matching payments under the Company's 401(k) plan.

(3) Includes $5,664 of automobile lease payments made by the Company.

(4) Includes $8,999 of automobile lease payments made by the Company.

EMPLOYMENT AGREEMENTS

The Company has either entered into or, prior to the closing date of the
Offering, intends to enter into substantially identical employment agreements
with Robert Figliulo, David Figliulo, Michael Fletcher, Stephen Tober, Rene
Potter and Stephen Gambill. The agreements will provide that upon termination of
employment by the Company, other than for Cause (as defined in the agreements),
death or retirement, the Company shall pay the executive an amount equal to no
more than the executive's annual base compensation in effect at the time of
termination. The agreements will also provide that in the event of a Change in
Control (as defined in the agreements) and the occurrence of certain events, and
to the extent deductible under then applicable tax laws, the Company shall pay
the executive a payment equal to the sum of (i) the executive's most recent base
annual compensation and annual bonus in effect at the date of the Change in
Control, plus (ii) the cash value of the insurance protection (including
dependent coverage) then in effect with respect to the Company's health
insurance plan, based upon the cost of such insurance to the Company for a
12-month period following the Change in Control date. The agreements will also
contain noncompetition, nonsolicitation and nondisclosure covenants.

STOCK PLANS

Employee Stock Purchase Plan. The Company has reserved an aggregate of
500,000 shares of Common Stock for issuance under the Company's Employee Stock
Purchase Plan (the "Purchase Plan"). The Purchase Plan is intended to qualify
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"),
and will permit eligible employees of the Company to purchase Common Stock
through payroll deductions of up to 20% of their total cash compensation;
provided that employees may be prohibited from purchasing more than $25,000
worth of stock in any calendar year. The Purchase Plan has two six-month
offering periods, beginning on January 1 and July 1 of each year, with the first
offering period commencing on the date of this Prospectus. The purchase price of
Common Stock purchased under the Purchase Plan shall be the lesser of (i) 85% of
the fair market value of the Common Stock (as calculated pursuant to the
Purchase Plan) on the first day of an offering period or (ii) 85% of the fair
market value of the Common Stock on the last day of an offering period. The
Purchase Plan is administered by the Compensation Committee of the Board of
Directors. The Board of

34
<PAGE> 36

Directors is authorized to amend or terminate the Purchase Plan at any time.
However, the Board of Directors may not, without stockholder approval, modify
the Purchase Plan if stockholder approval of the amendment is required for the
Purchase Plan to continue to comply with the requirements of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Section
423 of the Code.

Combined Incentive and Non-statutory Stock Option Plan. The Company has
reserved an aggregate of 1,044,252 shares of Common Stock for issuance under the
Option Plan, which may be granted to employees, officers and directors of the
Company. The Option Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee provides for awards of
Non-statutory Stock Options ("NQSOs") and Incentive Stock Options ("ISOs") to
purchase shares of Common Stock and stock appreciation rights ("SARs"), provided
that any director who is not an employee of the Company may not be awarded an
ISO. The Option Plan limits the aggregate fair market value of the shares of
Common Stock with respect to which ISOs are exercisable for the first time in
any calendar year to $100,000. No such annual limitation applies to NQSO grants
under the Option Plan.

The exercise price for options and SARs may be paid: (i) in cash; (ii) by
surrendering shares already owned by the optionee; or (iii) if the Compensation
Committee so determines, by instructing a broker to sell enough of the
optionee's exercised shares to deliver to the Company sufficient sales proceeds
to pay the exercise price. The exercise price per share of Common Stock may not
be less than 85% (100% in the case of an ISO) of the fair market value of the
Common Stock (as calculated pursuant to the Option Plan) on the date the stock
option is granted. The base value of an SAR will equal not less than 85% of the
market value of a share of Common Stock on the grant date. Option agreements
covering options and SARs to be granted under the Option Plan will generally
provide that such options and SARs will be exercisable within fifteen years from
the date of grant (ten years in the case of ISOs) and will generally vest in
annual installments as determined by the Compensation Committee. In the case of
any eligible employee who owns or is deemed to own stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
the exercise price of any ISOs granted under the Option Plan may not be less
than 110% of the fair market value of the Common Stock on the date of grant and
the exercise period may not exceed five years from the date of grant.

The Board of Directors can terminate or amend the Option Plan at any time,
except that no such action generally will be able to adversely affect any right
or obligation regarding any awards previously made under the Option Plan without
the consent of the recipient. In addition, no amendment may be effective without
the prior approval of stockholders, if such approval is required for the Option
Plan to continue to comply with applicable regulations of the Code and the
Securities and Exchange Commission (the "Commission"). In the event of any
changes in the capital structure of the Company, such as a stock dividend or
stock split, the Board of Directors must make equitable adjustments to
outstanding unexercised awards and to the provisions of the Option Plan to
reflect any increase or decrease in the number of issued shares of Common Stock.
If the Company becomes a party to a merger, reorganization, liquidation or
similar transaction, the Board of Directors may make such arrangements it deems
advisable regarding outstanding awards, such as substituting new awards for
outstanding awards, assuming outstanding awards or terminating or paying for
outstanding awards.

On June 2, 1997 options to purchase 819,215 shares of Common Stock at an
exercise price of $7.66 per share were granted to certain employees (other than
the Named Executive Officers) and outside directors under the Option Plan, of
which options to purchase 276,726 shares of Common Stock are presently
exercisable.

35
<PAGE> 37

CERTAIN TRANSACTIONS

The Company's business was started in 1973 by Systems Inc., which was
founded by Eugene Figliulo. By 1993, all the stock of Systems Inc. was owned by
Eugene Figliulo, his eight children and a nephew of Eugene Figliulo.

During the years ended December 31, 1994, 1995 and 1996, and during the six
months ended June 30, 1997, the Company made distributions of $80,955, $744,559,
$800,663 and $1,803,900, respectively, to its stockholders to enable them to pay
income taxes attributable to S corporation income of the Company for such
periods.

In 1992 and 1993, Systems Inc. and DataFlex made loans to Eugene Figliulo
in the original principal amounts of $589,770 and $100,000, respectively. Such
loans are evidenced by separate unsecured promissory notes and bear interest at
6% per annum. As of December 31, 1996, the Systems Inc. note was paid in full.
As of June 30, 1997, the entire unpaid principal balance plus accrued interest
due on the DataFlex note was outstanding. The DataFlex note plus accrued
interest is expected to be paid with a portion of the proceeds of this Offering
payable to Mr. Figliulo.

In 1995 and 1996, SPR Chicago made two unsecured loans to Robert Figliulo
in the principal amounts of $39,500 and $4,385, respectively. These loans are
evidenced by separate demand promissory notes and bear interest at 7% per annum.
In January 1997, the Company made an unsecured loan to Robert Figliulo in the
principal amount of $80,000. This loan is evidenced by a demand promissory note
and bears interest at 7% per annum. As of June 30, 1997, the aggregate unpaid
principal balance plus accrued interest on these three notes was $132,421.

During 1994, Systems Inc. transferred certain of its assets and liabilities
in Chicago, Tulsa and Milwaukee to three S corporations organized by the
executives primarily responsible for operations in each of those respective
locations. SPR Chicago, all of whose stock was owned by Robert Figliulo and
David Figliulo, acquired the Chicago operations. SPR Tulsa, all of whose stock
was owned by Michael Fletcher and Rene Potter (neither of whom is related to the
Figliulo family), acquired the Tulsa operations. SPR Wisconsin, all of whose
stock was owned by John Figliulo, acquired the Milwaukee operations. Systems
Inc. retained the trademark "SPR" and licensed it to each of these new
corporations for use in their respective geographic areas. Also in 1994, Systems
Inc. redeemed all of Eugene Figliulo's stock for an installment note in the
principal amount of $2,881,266, bearing interest at a rate of 6.75% per annum (
the "Redemption Note"). The Redemption Note has been paid in full.

In connection with the transfers of assets and liabilities, SPR Chicago,
SPR Tulsa and SPR Wisconsin delivered to Systems Inc. notes in the principal
amounts of $1,350,133, $1,613,045 and $1,239,765, respectively (the "Acquisition
Notes"). Each such note was payable in monthly installments of principal and
interest. In addition, each corporation agreed to make an additional contingent
payment to Systems Inc. in the event certain "capital events" occurred prior to
the one year anniversary after the final payment is made on its respective note.
The loan agreements restricted borrowings, capital expenditures, amounts of
compensation payable to directors, officers and key employees, sales of assets,
mergers and certain other business transactions; and the notes were
collateralized by the stock of the respective company and substantially all its
assets. As of the effective date of the Mergers, an aggregate of $3,266,947 plus
accrued interest was outstanding on the Acquisition Notes. The Acquisition Notes
were cancelled by operation of law in the Mergers.

SPR Chicago was reincorporated as a Delaware corporation upon the formation
of SPR and the Merger of SPR Chicago into SPR in October 1996. In the Merger,
Robert Figliulo and David Figliulo each received 1,542,270 shares of Common
Stock. Also in October 1996: (i) SPR Tulsa was merged into SPR and Michael
Fletcher and Rene Potter each received 603,130 shares of Common Stock in the
Merger; (ii) SPR Wisconsin was merged into SPR and John Figliulo received
482,650 shares of Common Stock in the Merger; and (iii) Systems Inc. and
DataFlex were merged into SPR. Each stockholder of Systems Inc. and DataFlex

36
<PAGE> 38

received in the Mergers the aggregate number of shares of Common Stock set forth
opposite their respective names below:

<TABLE>
<CAPTION>
NAME SHARES
---- ------
<S> <C>
Eugene Figliulo............................................. 74,857
Robert Figliulo............................................. 190,457
David Figliulo.............................................. 190,457
John Figliulo............................................... 190,457
Stephen Figliulo............................................ 190,457
Donald Figliulo............................................. 190,457
Mark Figliulo............................................... 190,457
James Figliulo.............................................. 190,457
Jeanne Young................................................ 190,457
Michael Cymbala............................................. 95,229
---------
Total.................................................. 1,693,742
=========
</TABLE>

Each of the Company's existing stockholders will receive cash from the net
proceeds of the Offering in an amount equal to the Company's undistributed S
corporation income prior to the closing of the Offering. Such distributions are
estimated to be as follows:

<TABLE>
<CAPTION>
NAME AMOUNT
---- ------
<S> <C>
Eugene Figliulo............................................. $ 27,200
Robert Figliulo............................................. 610,063
David Figliulo.............................................. 610,063
John Figliulo............................................... 261,801
Stephen Figliulo............................................ 80,896
Donald Figliulo............................................. 80,896
James Figliulo.............................................. 80,896
Mark Figliulo............................................... 80,896
Jeanne Young................................................ 80,223
Michael Cymbala............................................. 40,448
Michael Fletcher............................................ 272,636
Rene Potter................................................. 272,636
Stephen Gambill............................................. 1,346
----------
Total.................................................. $2,500,000
==========
</TABLE>

Prior to the closing date of the Offering, the Company intends to enter
into a tax indemnity agreement with each of its current stockholders which
provides, among other things, that the Company will indemnify such stockholders
against additional income taxes resulting from adjustments made (as a result of
a final determination made by a competent tax authority) to the taxable income
reported by the Company as an S corporation for periods prior to the Offering,
but only to the extent those adjustments result in a decrease in income taxes
otherwise payable by the Company as a C corporation for periods after the
Offering.

Prior to the closing date of the Offering, the Company intends to enter
into a noncompetition, nonsolicitation and confidentiality agreement with John
Figliulo precluding him from competing with the Company for a period of one year
after the closing date of the Offering.

37
<PAGE> 39

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of July 31, 1997, as adjusted to reflect the
sale of the shares offered hereby, by (i) each person known by the Company to
own beneficially more than 5% of the Common Stock, (ii) each of the Company's
Directors, (iii) each of the Named Executive Officers, (iv) each of the Selling
Stockholders, and (v) all Directors and Executive Officers of the Company as a
group. Each person or entity named below has an address in care of the Company's
principal executive offices. The Company believes that the beneficial owners of
the Common Stock listed below, based on information furnished by such owners,
have sole voting and investment power with respect to such shares.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING NUMBER OF AFTER OFFERING(1)
--------------------- SHARES OFFERED ---------------------
NAME SHARES PERCENT HEREBY SHARES PERCENT
---- ------ ------- -------------- ------ -------
<S> <C> <C> <C> <C> <C>
Robert M. Figliulo(2)....................... 1,732,831 26.8 0 1,732,831 21.5
David A. Figliulo(3)........................ 1,732,831 26.8 0 1,732,831 21.5
Michael J. Fletcher......................... 603,130 9.3 0 603,130 7.5
Stephen J. Tober(4)......................... 245,399 3.7 0 245,399 3.0
Stephen T. Gambill.......................... 5,221 * 0 5,221 *
Ronald L. Taylor(4)......................... 10,442 * 0 10,442 *
Sydnor W. Thrift, Jr.(4).................... 10,442 * 0 10,442 *
David P. Yeager(4).......................... 10,442 * 0 10,442 *
John Figliulo(5)............................ 673,107 10.4 336,554 336,553 4.2
Rene M. Potter.............................. 603,130 9.3 38,589 564,541 7.0
James Figliulo.............................. 190,457 2.9 100,000 90,457 1.1
Stephen Figliulo............................ 190,457 2.9 100,000 90,457 1.1
Donald Figliulo............................. 190,457 2.9 100,000 90,457 1.1
Mark Figliulo............................... 190,457 2.9 100,000 90,457 1.1
Jeanne Young................................ 185,236 2.9 100,000 85,236 1.1
Michael Cymbala............................. 95,229 1.5 50,000 45,229 *
Eugene Figliulo............................. 74,857 1.2 74,857 0 *
All Directors and Executive Officers as a
Group (8 persons)......................... 4,350,738 64.5 0 4,350,738 52.1
</TABLE>

- -------------------------
* Less than 1%.

(1) If the Underwriters' over-allotment option is exercised in full, the
following stockholders of the Company will sell pursuant to such option the
number of shares of Common Stock following their names and, after the
Offering, will beneficially own the number and percentage of shares of
Common Stock following their names:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
AFTER OFFERING
-----------------------
SHARES TO NUMBER OF
NAME BE SOLD SHARES PERCENT
---- --------- --------- -------
<S> <C> <C> <C>
Robert M. Figliulo.......................................... 146,250 1,586,581(2) 19.7
David A. Figliulo........................................... 146,250 1,586,581(3) 19.7
Michael J. Fletcher......................................... 68,250 534,880 6.6
Rene M. Potter.............................................. 29,250 535,291 6.6
</TABLE>

(2) Includes 372,947 shares owned by the Robert M. Figliulo 1997 Grantor
Retained Annuity Trust, for which Robert M. Figliulo serves as sole trustee
and has sole investment and voting discretion.

(3) Includes 372,947 shares owned by the David A. Figliulo 1997 Grantor Retained
Annuity Trust, for which David A. Figliulo serves as the sole trustee and
has sole investment and voting discretion.

(4) Consists of shares subject to an option granted under the Option Plan that
is exercisable within 60 days. Such shares are deemed outstanding for
computing the percentage beneficially owned by the person holding such
options, but are not deemed outstanding for computing the percentage
beneficially owned by any other person.

(5) John Figliulo was the President, sole stockholder and sole director of SPR
Wisconsin prior to the Mergers.

38
<PAGE> 40

DESCRIPTION OF CAPITAL STOCK

GENERAL

The following brief description of the Company's capital stock does not
purport to be complete and is subject in all respects to applicable Delaware law
and to the provisions of the Certificate of Incorporation and By-laws, copies of
which have been filed as exhibits to the Registration Statement on Form S-1 of
which this Prospectus is a part and to which exhibits reference is hereby made.

The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, $.01 par value per share, and 3,000,000 shares of Preferred
Stock, $.01 par value per share. Immediately following consummation of the
Offering, there will be 8,067,400 shares of Common Stock outstanding, no shares
of Preferred Stock outstanding and 819,215 shares of Common Stock will be
issuable upon exercise of outstanding options (276,726 of which are presently
exercisable).

COMMON STOCK

Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by stockholders, including the election of directors. There are
no cumulative voting rights for the election of directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor after payment of dividends required to be paid on outstanding
Preferred Stock, if any. See "Dividend Policy." Holders of Common Stock are
entitled to share ratably in the net assets of the Company upon liquidation
after payment or provision for all liabilities and any preferential liquidation
rights of any preferred stock then outstanding.

Holders of Common Stock have no preemptive rights to purchase shares of
capital stock of the Company. Shares of Common Stock are not subject to any
redemption provisions and are not convertible into any other securities of the
Company. All outstanding shares of Common Stock are, and the shares of Common
Stock to be issued pursuant to the Offering will be, upon payment therefor, duly
authorized, validly issued, fully paid and non-assessable.

Prior to the Offering, there has been no public market for the Common
Stock. The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "SPRI."

PREFERRED STOCK

The Board of Directors is authorized without stockholder action to adopt
resolutions to issue up to 3,000,000 shares of Preferred Stock, in one or more
series, with such powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions as
will be set forth in such resolutions. The holders of Preferred Stock will have
no preemptive rights (unless otherwise provided in the applicable certificate of
designation). Such Preferred Stock may have voting or other rights which could
adversely affect the rights of holders of the Common Stock. In addition, the
issuance of Preferred Stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could, under certain
circumstances, make it more difficult for a third-party to gain control of the
Company, discourage bids for the Common Stock at a premium or otherwise
adversely affect the market price of the Common Stock. The Company has no
current plans to issue any shares of Preferred Stock.

DELAWARE LAW AND CERTAIN CERTIFICATE OF INCORPORATION AND BY-LAW PROVISIONS;
ANTI-TAKEOVER EFFECTS

The Company will be subject to the provisions of Section 203 of the
Delaware General Corporation Law (the "DGCL") upon consummation of this
Offering. Subject to certain exceptions, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
interested stockholder attained such status with the approval of the Board of
Directors or the business combination is approved in a prescribed manner, or
certain other conditions are satisfied. A

39
<PAGE> 41

"business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock.

The Company's By-laws provide that for nominations for the Board of
Directors or for other business to be properly brought by a stockholder before
an annual meeting of stockholders, the stockholder must first have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
notice must be delivered not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting. The notice must
contain, among other things, certain information about the stockholder
delivering the notice and, as applicable, background information about each
nominee or a description of the proposed business to be brought before the
meeting. The Company's By-laws provide that any director may be removed only for
cause upon the affirmative vote of at least 66% of the shares entitled to vote
for the election of directors.

The Company's By-laws provide that special meetings of stockholders may be
called only by the Chairman of the Board of Directors or the Chief Executive
Officer of the Company. These provisions could have the effect of delaying until
the next annual stockholders meeting stockholder actions which are favored by
the holders of a majority of the outstanding voting securities of the Company.

The existence of unissued Preferred Stock enables the Board of Directors to
render more difficult or to discourage an attempt to obtain control of the
Company by means of a tender offer, proxy contest, merger or otherwise, thereby
protecting the continuity of the Company's management. The issuance of Preferred
Stock pursuant to the Board of Directors' authority described above may
adversely affect the rights of the holders of Common Stock. For example,
Preferred Stock issued by the Company may rank prior to the Common Stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of Common Stock. Accordingly, the
issuance of Preferred Stock may discourage bids for the Common Stock or may
otherwise adversely affect the market price of the Common Stock.

The foregoing provisions could have the effect of making it more difficult
for a third-party to acquire, or of discouraging a third-party from acquiring
control of the Company.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Certificate of Incorporation contains certain provisions
permitted under the DGCL, relating to the liability of directors. These
provisions eliminate a director's personal liability for monetary damages
resulting from a breach of fiduciary duty, except in certain circumstances
involving certain wrongful acts, such as: (i) for any breach of the director's
duty of loyalty to the Company or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from
which the director derives an improper personal benefit. These provisions do not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a
breach of a director's fiduciary duty. These provisions will not alter a
director's liability under federal securities laws. The Company's Certificate of
Incorporation and By-laws also contain provisions indemnifying the directors and
officers of the Company to the fullest extent permitted by the DGCL. The Company
believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors and officers.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is First Chicago
Trust Company of New York.

40
<PAGE> 42

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 8,067,400 shares of
Common Stock outstanding, assuming no exercise of options expected to be
outstanding and exercisable. The shares sold in the Offering will be freely
tradeable without restriction or limitation under the Securities Act, except for
any such shares acquired by "affiliates" of the Company, as such term is defined
under the Securities Act ("Affiliates"), which shares may generally only be sold
in compliance with the limitations of Rule 144 described below.

The remaining 5,467,400 shares of Common Stock (the "Restricted Shares")
constitute restricted securities under Rule 144 and were issued or sold by the
Company in private transactions and may be publicly sold only if registered
under the Securities Act or sold in accordance with an applicable exemption from
registration, such as Rule 144. The Company and all executive officers,
directors and stockholders of the Company have agreed with the Underwriters not
to offer, sell contract to sell or otherwise dispose, or contract to dispose, of
any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or grant any options or warrants to purchase
Common Stock, except in certain circumstances, for a period of 180 days after
the date of this Prospectus (the "Lock-up Period") without the prior written
consent of Smith Barney Inc. Upon the expiration of the Lock-up Period (or
earlier with the consent of Smith Barney Inc.), all of the Restricted Shares
will become eligible for sale subject to the restrictions of Rule 144.

In general, under Rule 144, a person (or persons whose shares are
aggregated) who has beneficially owned Restricted Shares for at least one year,
including a person who may be deemed an Affiliate of the Company, is entitled to
sell within any three-month period a number of shares of Common Stock that does
not exceed the greater of 1% of the then outstanding shares of Common Stock
(approximately 80,674 shares after giving effect to the Offering) and the
average weekly reported trading volume of the Common Stock as reported through
the Nasdaq National Market during the four calendar weeks preceding the sale.
Sales under Rule 144 are subject to certain restrictions relating to manner of
sale, notice and the availability of current public information about the
Company. In addition, under Rule 144(k), a person who has not been an Affiliate
of the Company at any time 90 days preceding a sale, and who has beneficially
owned shares of Common Stock for at least two years, would be entitled to sell
such shares without regard to the volume limitations, manner of sale provisions
or notice or other requirements of Rule 144.

Options to purchase a total of 819,215 shares of Common Stock at an
exercise price of $7.66 per share are presently outstanding, of which 276,726
are presently exercisable. An additional 225,037 shares of Common Stock will be
available for future options grants under the Option Plan. An additional 500,000
shares of Common Stock will be available for issuance under the Employee Stock
Purchase Plan. See "Management -- Stock Plans." Rule 701 under the Securities
Act provides that shares of Common Stock acquired on the exercise of outstanding
options may be resold by persons other than Affiliates, beginning 90 days after
the date of this Prospectus, subject only to the manner of sale provisions of
Rule 144, and by Affiliates beginning 90 days after the date of this Prospectus,
subject to all provisions of Rule 144 except its one-year minimum holding
period. The Company intends to register on a registration statement or
statements on Form S-8 the shares of Common Stock to be issued under the Option
Plan and the Purchase Plan.

Prior to the Offering there has been no public market for the Common Stock
and any sale of substantial amounts of Common Stock in the open market may
adversely affect the market price of the Common Stock offered hereby.

41
<PAGE> 43

UNDERWRITING

Upon the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof, each of the underwriters named below (the
"Underwriters"), for whom Smith Barney Inc. and Robert W. Baird & Co.
Incorporated are acting as representatives (the "Representatives"), has
severally agreed to purchase, and the Company and the Selling Stockholders have
agreed to sell to each such Underwriter, the number of shares of Common Stock
set forth opposite the name of such Underwriter.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Smith Barney Inc. ...........................
Robert W. Baird & Co. Incorporated...........

NUMBER OF
UNDERWRITER SHARES
----------- ---------
---------
Total...................................... 2,600,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all shares of Common Stock
offered hereby (other than those covered by the over-allotment option described
below) if any such shares are taken.

The Underwriters initially propose to offer a portion of the shares
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and a portion of the shares to certain dealers at
a price which represents a concession not in excess of $ per share below the
public offering price. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $ per share to certain other dealers. After
the initial public offering of the shares to the public, the public offering
price and such concessions may be changed by the Underwriters. The
Representatives of the Underwriters have advised the Company that the
Underwriters do not intend to confirm the sale of any shares to any accounts
over which they exercise discretionary authority.

Certain of the Selling Stockholders have granted the Underwriters an
option, exercisable for 30 calendar days from the date of this Prospectus, to
purchase up to 390,000 additional shares of Common Stock at the initial offering
price set forth on the cover page of this Prospectus, less the underwriting
discounts and commissions. The Underwriters may exercise such option solely for
the purpose of covering over-allotments, if any, in connection with the
Offering. To the extent such option is exercised, each Underwriter will be
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares as the number of shares set forth opposite
each Underwriter's name above bears to the total number of shares listed above.

The Underwriters have reserved up to 130,000 shares of the Common Stock
offered hereby for sale at the initial public offering price to certain
employees, consultants and other persons associated with the Company. The number
of shares of Common Stock available for sale to the general public will be
reduced to the extent such persons purchase such reserved shares. Any reserved
shares not so purchased will be offered by the Underwriters to the general
public on the same basis as the other shares offered hereby.

The Company and all of its directors, executive officers and stockholders
have agreed not to offer, sell, contract to sell or otherwise dispose, or
contract to dispose, of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, or grant any options or
warrants to

42
<PAGE> 44

purchase Common Stock, except in certain circumstances, for a period of 180 days
after the date of this Prospectus without the prior written consent of Smith
Barney Inc.

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price of the shares will be negotiated among
the Company, the Selling Stockholders and the Representatives. Among the factors
expected to be considered in determining the initial public offering price are
the history of and prospects for the Company's business and the industry in
which it competes, an assessment of the Company's management and the present
state of the Company's development, the Company's past and present revenues and
earnings, the prospects for growth of the Company's revenues and earnings, the
current state of the U.S. economy, the current level of economic activity in the
industry in which the Company competes and in related or comparable industries
and currently prevailing conditions in the securities markets, including current
valuations of publicly traded companies which are considered comparable to the
Company.

The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

In connection with this offering and in compliance with applicable law, the
Underwriters may overallot (i.e., sell more Common Stock than the total amount
shown on the list of Underwriters and participations which appears above) and
may effect transactions which stabilize, maintain or otherwise affect the market
price of the Common Stock at levels above those which might otherwise prevail in
the open market. Such transactions may include placing bids for the Common Stock
or effecting purchases of the Common Stock for the purpose of pegging, fixing or
maintaining the price of the Common Stock or for the purpose of reducing a
syndicate short position created in connection with the Offering. A syndicate
short position may be covered by exercise of the option described above rather
than by open market purchases. In addition, the contractual arrangements among
the Underwriters include a provision whereby, if, prior to termination of price
and trading restrictions, the Representatives purchase Common Stock in the open
market for the account of the underwriting syndicate and the securities
purchased can be traced to a particular Underwriter or member of the selling
group, the underwriting syndicate may require the Underwriter or selling group
member in question to purchase the Common Stock in question at the cost price to
the syndicate or may recover from (or decline to pay to) the Underwriter or
selling group member in question, the selling concession applicable to the
securities in question. The Underwriters are not required to engage in any of
these activities and any such activities, if commenced, may be discontinued at
any time.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Wildman, Harrold, Allen & Dixon, Chicago,
Illinois. Donald E. Figliulo, the owner of shares of Common Stock and a Selling
Stockholder, is a partner of Wildman, Harrold, Allen & Dixon. Certain legal
matters will be passed upon for the Underwriters by Neal, Gerber & Eisenberg,
Chicago, Illinois.

EXPERTS

The Financial Statements and Schedule of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996 included herein and elsewhere in the Registration Statement, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report thereto, and are included in reliance upon the authority of said
firm as experts in accounting and auditing.

CHANGE IN ACCOUNTANTS

Prior to September 9, 1996 Arthur Andersen LLP served as independent public
accountants for SPR Wisconsin, SPR Tulsa, DataFlex and Systems Inc. and Ernst &
Young LLP served as independent public accountants for SPR Chicago. In
connection with the Offering, the Board of Directors of the Company on September
9, 1996 dismissed Ernst & Young LLP and selected Arthur Andersen LLP to serve as
independent

43
<PAGE> 45

public accountants for the Company and to render an opinion on the financial
statements included in this Prospectus, including the financial statements of
SPR Chicago. The Company informed Ernst & Young LLP of its dismissal on
September 9, 1996. The former auditors' report on SPR Chicago's financial
statements for the period from January 14, 1994 to December 31, 1994 and for the
year ended December 31, 1995 is not included in this Prospectus. During the
period from January 14, 1994 to December 31, 1994 and for the year ended
December 31, 1995, Ernst & Young LLP's report on the financial statements of SPR
Chicago did not contain an adverse opinion, disclaimer of opinion, qualification
or modification as to uncertainty, audit scope or accounting principles. There
were no disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures from January 14, 1994 through September 9, 1996 or with respect to
SPR Chicago's financial statements.

The Company has requested Ernst & Young LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above comments. A
copy of that letter dated August 1, 1997 is filed as an exhibit to the
Registration Statement of which this Prospectus is a part.

The Company consulted Arthur Andersen LLP and did not consult Ernst & Young
LLP regarding the application of the Commission's accounting principles to the
transactions described under "The Company" and the type of audit opinion that
would be rendered on the Company's financial statements included in this
Prospectus, which consultations were the subject of written and oral advice.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus, which is part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is hereby made to the Registration Statement, including the
exhibits and schedules thereto. Statements contained in this Prospectus as to
the contents of any contract, agreement or any other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract, agreement or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the Commission's principal office at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the public reference section of the Commission at
its Washington address upon payment of the prescribed fee. In addition, the
Commission maintains a World Wide Web site on the Internet at www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements and an opinion thereon expressed by
independent auditors and may furnish its stockholders with quarterly reports for
the first three quarters of each year containing unaudited summary financial
information.

44
<PAGE> 46

SPR INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................... F-2
Balance Sheets as of December 31, 1995 and 1996 and June 30,
1997 (unaudited) and June 30, 1997 (unaudited pro
forma).................................................... F-3
Statements of Operations for the years ended December 31,
1994, 1995 and 1996 and for the six months ended June 30,
1996 (unaudited) and 1997 (unaudited)..................... F-4
Statements of Stockholders' Equity for the years ended
December 31, 1994, 1995 and 1996 and for the six months
ended June 30, 1997 (unaudited)........................... F-5
Statements of Cash Flows for the years ended December 31,
1994, 1995 and 1996 and for the six months ended June 30,
1996 (unaudited) and 1997 (unaudited)..................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

F-1
<PAGE> 47

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

WHEN THE TRANSACTION REFERRED TO IN NOTE 16 OF THE NOTES TO FINANCIAL
STATEMENTS HAS BEEN CONSUMMATED, WE WILL BE IN A POSITION TO RENDER THE
FOLLOWING REPORT.

ARTHUR ANDERSEN LLP

To the Stockholders of SPR Inc.:

We have audited the accompanying balance sheets of SPR INC. (a Delaware
corporation) as of December 31, 1995 and 1996 and the related statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SPR Inc. as of December 31,
1995 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

Chicago, Illinois

January 23, 1997 (except with
respect to the matters
discussed in Notes 14 and 15,
as to which the date is
March 5, 1997 and with respect
to the matter discussed in Note 16,
as to which the date is
, 1997.)

F-2
<PAGE> 48

SPR INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, PRO FORMA
--------------------------- JUNE 30, 1997
1995 1996 JUNE 30, 1997 (NOTE 13)
---- ---- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash............................................. $ 1,108,506 $ 356,179 $ 546,045 $ 546,045
Accounts receivable, net of allowance for
doubtful accounts of $31,900, $74,399, and
$568,340 at December 31, 1995 and 1996 and June
30, 1997, respectively......................... 3,096,220 4,272,655 5,265,057 5,265,057
Notes receivable -- related parties, current
portion........................................ 325,981 181,245 260,385 260,385
Notes receivable -- other........................ 75,000 -- -- --
Prepaid expenses and other....................... 369,024 801,661 1,040,708 1,040,708
------------ ------------ ------------ ----------
Total current assets......................... 4,974,731 5,611,740 7,112,195 7,112,195
------------ ------------ ------------ ----------
Property and equipment:
Leasehold improvements........................... 8,278 111,318 116,761 116,761
Computer equipment and software.................. 391,204 1,043,782 1,252,798 1,252,798
Office furniture and equipment................... 153,188 672,105 739,127 739,127
------------ ------------ ------------ ----------
552,670 1,827,205 2,108,686 2,108,686
Less -- accumulated depreciation and
amortization................................. (59,818) (308,046) (494,892) (494,892)
------------ ------------ ------------ ----------
Property and equipment, net.................. 492,852 1,519,159 1,613,794 1,613,794
------------ ------------ ------------ ----------
Notes receivable -- related parties, net of
current portion................................ 115,946 -- -- --
------------ ------------ ------------ ----------
Total assets................................. $ 5,583,529 $ 7,130,899 $ 8,725,989 $8,725,989
============ ============ ============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit and revolving loan................ $ -- $ 1,300,000 $ 1,600,000 $1,600,000
Current portion of term loan..................... -- -- 250,000 250,000
Current portion of term note..................... -- 44,967 46,722 46,722
Current portion of note payable -- related
party.......................................... 1,200,000 641,266 161,266 161,266
Current portion of capital lease obligations..... 45,683 64,094 45,190 45,190
Accounts payable................................. 402,626 959,492 1,192,776 1,192,776
Dividends payable................................ -- -- -- 2,500,000
Accrued expenses:
Salaries, commissions, and withholding taxes... 554,796 982,885 1,078,001 1,078,001
Other.......................................... 401,882 424,620 598,190 598,190
Deferred income taxes............................ -- -- -- 356,400
------------ ------------ ------------ ----------
Total current liabilities.................... 2,604,987 4,417,324 4,972,145 7,828,545
------------ ------------ ------------ ----------
Long-term liabilities:
Term loan, net of current portion................ -- -- 760,000 760,000
Term note, net of current portion................ -- 171,038 147,610 147,610
Note payable -- related party, net of current
portion........................................ 641,266 -- -- --
Capital lease obligations, net of current
portion........................................ 62,693 35,189 22,821 22,821
Deferred income taxes............................ -- -- -- 372,400
------------ ------------ ------------ ----------
Total long-term liabilities.................. 703,959 206,227 930,431 1,302,831
------------ ------------ ------------ ----------
Stockholders' equity:
Common stock, $.01 par, 13,000,000 shares
authorized, 6,467,400 shares issued and
outstanding.................................... 64,674 64,674 64,674 64,674
Preferred stock, $.01 par, 3,000,000 shares
authorized, no shares issued and outstanding... -- -- -- --
Additional paid-in capital....................... 34,503,777 46,734,862 46,734,862 (470,061)
Retained deficit................................. (32,293,868) (44,292,188) (43,976,123) --
------------ ------------ ------------ ----------
Total stockholders' equity................... 2,274,583 2,507,348 2,823,413 (405,387)
------------ ------------ ------------ ----------
Total liabilities and stockholders' equity... $ 5,583,529 $ 7,130,899 $ 8,725,989 $8,725,989
============ ============ ============ ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-3
<PAGE> 49

SPR INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
----------------------------------------- -------------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues..................... $14,797,259 $ 22,907,928 $ 32,510,743 $15,086,778 $22,722,427
Cost of services............. 10,424,690 15,525,198 23,287,234 10,651,784 13,990,202
----------- ------------ ------------ ----------- -----------
Gross profit................. 4,372,569 7,382,730 9,223,509 4,434,994 8,732,225
Costs and expenses:
Selling.................... 1,165,141 2,141,374 3,046,045 1,365,913 2,093,407
Recruiting................. 409,938 776,651 1,323,105 611,702 697,990
Stock-based compensation... 6,509,750 27,986,681 12,231,085 6,720,000 --
General and administrative
expenses................ 1,334,175 1,642,112 3,741,574 1,328,792 3,718,926
----------- ------------ ------------ ----------- -----------
Total costs and
expenses.............. 9,419,004 32,546,818 20,341,809 10,026,407 6,510,323
----------- ------------ ------------ ----------- -----------
Operating income (loss)...... (5,046,435) (25,164,088) (11,118,300) (5,591,413) 2,221,902
Other income (expense):
Interest expense........... (88,065) (160,484) (122,862) (47,546) (109,366)
Interest income............ 55,520 51,477 39,329 17,756 8,914
Other, net................. (24,136) -- 13,176 7,922 --
----------- ------------ ------------ ----------- -----------
Total other income
(expense)............. (56,681) (109,007) (70,357) (21,868) (100,452)
----------- ------------ ------------ ----------- -----------
Income (loss) before income
taxes...................... (5,103,116) (25,273,095) (11,188,657) (5,613,281) 2,121,450
Income taxes................. 75,123 20,788 9,000 -- 1,485
----------- ------------ ------------ ----------- -----------
Net income (loss)............ $(5,178,239) $(25,293,883) $(11,197,657) $(5,613,281) $ 2,119,965
=========== ============ ============ =========== ===========
Pro forma income data
(unaudited):
Net income (loss) as
reported................ $(5,178,239) $(25,293,883) $(11,197,657) $(5,613,281) $ 2,119,965
Pro forma adjustment to
recognize "C"
Corporation provision
for income taxes........ 487,531 1,064,646 407,971 442,688 847,095
----------- ------------ ------------ ----------- -----------
Pro forma net income
(loss).................. $(5,665,770) $(26,358,529) $(11,605,628) $(6,055,969) $ 1,272,870
=========== ============ ============ =========== ===========
Pro forma net income (loss)
per share............... $ (.85) $ (3.96) $ (1.74) $ (.91) $ .19
=========== ============ ============ =========== ===========
Pro forma weighted average
number of shares
outstanding............. 6,659,412 6,659,412 6,659,412 6,659,412 6,659,412
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-4
<PAGE> 50

SPR INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TOTAL
------------------- PAID-IN EARNINGS STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) EQUITY
------ ------ ---------- --------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993........ 6,885,101 $68,851 $ 40,399 $ 1,847,804 $ 1,957,054
Net loss.......................... -- -- -- (5,178,239) (5,178,239)
Distributions..................... -- -- -- (80,955) (80,955)
Stock purchased and cancelled..... (417,701) (4,177) (33,053) (2,844,036) (2,881,266)
Stock-based compensation.......... -- -- 6,509,750 -- 6,509,750
--------- ------- ----------- ------------ ------------
Balance at December 31, 1994........ 6,467,400 64,674 6,517,096 (6,255,426) 326,344
Net loss.......................... -- -- -- (25,293,883) (25,293,883)
Distributions..................... -- -- -- (744,559) (744,559)
Stock-based compensation.......... -- -- 27,986,681 -- 27,986,681
--------- ------- ----------- ------------ ------------
Balance at December 31, 1995........ 6,467,400 64,674 34,503,777 (32,293,868) 2,274,583
Net loss.......................... -- -- -- (11,197,657) (11,197,657)
Distributions..................... -- -- -- (800,663) (800,663)
Stock-based compensation.......... -- -- 12,231,085 -- 12,231,085
--------- ------- ----------- ------------ ------------
Balance at December 31, 1996........ 6,467,400 64,674 46,734,862 (44,292,188) 2,507,348
Net income........................ -- -- -- 2,119,965 2,119,965
Distributions..................... -- -- -- (1,803,900) (1,803,900)
--------- ------- ----------- ------------ ------------
Balance at June 30, 1997
(unaudited)....................... 6,467,400 $64,674 $46,734,862 $(43,976,123) $ 2,823,413
========= ======= =========== ============ ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-5
<PAGE> 51

SPR INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------- -------------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss) for the
period.......................... $(5,178,239) $(25,293,883) $(11,197,657) $(5,613,281) $ 2,119,965
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation and amortization... 20,810 51,259 252,215 112,506 186,847
Stock-based compensation........ 6,509,750 27,986,681 12,231,085 6,720,000 --
Loss on sale of property and
equipment..................... 27,409 -- -- 2,349 --
Increase in accounts
receivable.................... (106,315) (1,623,833) (1,176,435) (428,111) (992,402)
Increase in prepaid expenses and
other......................... (69,429) (225,640) (432,637) 200,489 (318,187)
Increase in accounts payable.... 5,022 300,537 556,866 (78,292) 233,284
Increase in accrued expenses.... 137,729 373,047 450,827 14,696 268,685
----------- ------------ ------------ ----------- -----------
Net cash provided by operating
activities...................... 1,346,737 1,568,168 684,264 930,356 1,498,192
----------- ------------ ------------ ----------- -----------
Cash flows from investing
activities:
Purchases of property and
equipment....................... (62,467) (332,721) (1,238,595) (664,033) (281,482)
(Increase) decrease in notes
receivable -- related parties... (89,035) 338,773 260,682 253,694 --
(Increase) decrease in notes
receivable -- other............. -- (75,000) 75,000 -- --
----------- ------------ ------------ ----------- -----------
Net cash used in investing
activities...................... (151,502) (68,948) (902,913) (410,339) (281,482)
----------- ------------ ------------ ----------- -----------
Cash flows from financing
activities:
Payments on note payable --
related party................... (320,000) (720,000) (1,200,000) (720,000) (480,000)
Distributions..................... (80,955) (744,559) (800,663) (624,223) (1,803,900)
Payments on capital lease
obligations..................... -- (9,183) (49,020) (22,400) (31,271)
Borrowings on term note payable... -- -- 250,000 250,000 --
Payments on term note payable..... -- -- (33,995) (10,014) (21,673)
Net borrowings on line of credit
and term loan................... -- -- 1,300,000 -- 1,310,000
----------- ------------ ------------ ----------- -----------
Net cash used in financing
activities...................... (400,955) (1,473,742) (533,678) (1,126,637) (1,026,844)
----------- ------------ ------------ ----------- -----------
Net increase (decrease) in cash... 794,280 25,478 (752,327) (606,620) 189,866
Cash, beginning of period........... 288,748 1,083,028 1,108,506 1,108,506 356,179
----------- ------------ ------------ ----------- -----------
Cash, end of period................. $ 1,083,028 $ 1,108,506 $ 356,179 $ 501,886 $ 546,045
=========== ============ ============ =========== ===========
Supplemental disclosure of cash
payments made for:
Interest.......................... $ 68,677 $ 143,148 $ 135,792 $ 55,230 $ 108,471
Income taxes...................... 964 72,087 9,000 2,752 1,485
=========== ============ ============ =========== ===========
Supplemental disclosure of noncash
investing and financing
activities:
Investment in equipment through
issuance of capitalized lease
obligations..................... -- $ 117,559 $ 39,926 $ -- $ --
Stock purchased through issuance
of note payable................. 2,881,266 -- -- -- --
=========== ============ ============ =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-6
<PAGE> 52

SPR INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

(a) Business -- SPR Inc. (the Company) provides information technology
services to clients in a variety of industry groups including financial
services, healthcare, insurance, manufacturing, oil and gas, transportation and
utilities. The Company provides its clients with three levels of consulting
support which are distinguished by the degree of responsibility the Company
assumes: strategic planning, project management and implementation. Within this
framework, SPR currently provides outsourcing services through four service
offerings: Systems Re-engineering, Century Date Compliance, Application
Management and Information Delivery Services ("IDS") in addition to providing
General Consulting services.

(b) Interim Financial Information -- The unaudited balance sheet as of June
30, 1997, the unaudited statement of stockholders' equity for the six months
ended June 30, 1997 and the unaudited statements of operations and cash flows
for the six months ended June 30, 1996 and 1997 include, in the opinion of
management, all adjustments (consisting of normal and recurring adjustments)
necessary to present fairly the Company's financial position, results of
operations and cash flows. Operating results for the six months ended June 30,
1997 are not necessarily indicative of the results which may be expected for the
year ending December 31, 1997. The information included in these Notes to
Financial Statements relating to the six months ended June 30, 1996 and 1997 is
unaudited.

(c) Basis of Presentation -- SPR Inc. was formed on October 29, 1996.
During October, 1996, Systems and Programming Resources, Inc., Systems &
Programming Resources of Tulsa, Inc., SPR-Wisconsin, Inc., SPR Chicago Inc., and
Consulting Acquisition, Inc. (d.b.a. DataFlex) merged into SPR Inc. at which
time the stockholders of such companies received an aggregate of 6,467,191
shares of common stock of SPR Inc. Systems and Programming Resources, Inc.,
SPR-Wisconsin, Inc., SPR Chicago Inc., Consulting Acquisition, Inc. and SPR Inc.
are under common ownership and control and are accounted for at historical cost
as a reorganization of entities under common control (similar to the pooling of
interests method of accounting). The merger of Systems & Programing Resources of
Tulsa, Inc. into SPR Inc. was accounted for using the pooling of interests
method of accounting. All intercompany transactions and balances have been
eliminated. The accompanying financial statements of the Company have been
prepared to give retroactive effect to the merger.

(d) Accounts Receivable -- Accounts receivable include fees and expenses
for services rendered prior to year end which were billed subsequent to year
end. Amounts relating to such fees and expenses included in accounts receivable
are $613,722, $919,956 and $1,405,052 at December 31, 1995 and 1996 and June 30,
1997, respectively.

(e) Prepaid Expenses and Other -- Prepaid expenses and other includes
$477,653 and $640,801 in Initial Public Offering-related costs at December 31,
1996 and June 30, 1997, respectively.

(f) Revenue Recognition -- Revenues are recognized as the related services
are performed. Clients are generally billed on a time and materials basis. In
June, 1997 the Company entered into a significant fixed-price billing
engagement. Services on this engagement commenced in July, 1997. Revenues and
related costs for this engagement will be recognized using the percentage of
completion method of accounting.

(g) Property and Equipment -- Property and equipment are stated at cost.
Expenditures for repair and maintenance are charged to expense as incurred.
Depreciation and amortization are computed using the

F-7
<PAGE> 53

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

straight-line method. The estimated useful lives used in computing depreciation
and amortization for financial statement purposes are as follows:

<TABLE>
<CAPTION>
ASSET DESCRIPTION ASSET LIFE
----------------- ----------
<S> <C>
Leasehold improvements........................ Shorter of lease term or estimated
useful life of the asset
Computer equipment and software............... 5 years
Office furniture and equipment................ 5 to 7 years
</TABLE>

(h) Distributions -- Distributions are recorded when declared by the Board
of Directors.

(i) Use of Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(j) Income Taxes -- The Company elected to be taxed as an S corporation for
Federal and certain state income tax purposes. By this election, income of the
Company is taxable to the stockholders.

Upon completion of the initial public offering (the Offering) and effective
termination of the S corporation election, deferred income tax liabilities and
income tax expense will be recorded for taxable temporary differences existing
at the time of change in tax status. Income for Federal income tax purposes was
recognized on the cash basis of accounting and, prior to the Offering, the
Company will change to the accrual basis of accounting. If the effective date of
the Offering had been June 30, 1997, deferred income tax liabilities and income
tax expenses of approximately $728,800 would have been recorded. Deferred income
taxes will be recorded under the asset and liability method of accounting for
income taxes which requires the recognition of deferred income taxes based upon
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statements carrying amounts and the tax basis of existing assets and
liabilities. As of June 30, 1997, deferred income tax liabilities would have
consisted of the following:

<TABLE>
<S> <C>
Change in tax accounting methods (cash to accrual).......... $712,800
Fixed Assets................................................ 16,000
--------
Total deferred income tax liabilities.................. $728,800
========
</TABLE>

Additional paid-in capital and retained earnings (deficit) will be adjusted
to reflect the capitalization of retained earnings (deficit) to additional
paid-in capital upon the conversion of the Company to a C corporation.

The Company intends to enter into a tax indemnity agreement with each of
its current stockholders which provides, among other things, that the Company
will indemnify such stockholders against additional income taxes resulting from
adjustments made (as a result of a final determination made by a competent tax
authority) to the taxable income reported by the Company as an S corporation for
periods prior to the Offering, but only to the extent those adjustments result
in a decrease in income taxes otherwise payable by the Company as a C
corporation for periods after the Offering.

(k) Pro forma net income (loss) per share -- Pro forma net income (loss)
per share is computed based upon the weighted average number of shares and
common share equivalents outstanding during each period. Pro forma per share
information assumes that 192,012 of the shares of Common Stock being offered by
the Company were outstanding during the periods indicated. This represents the
approximate number of shares of Common Stock which are being offered by the
Company (assuming an initial public offering price of $14.00

F-8
<PAGE> 54

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

per share and after deducting estimated underwriting discounts and commissions)
to fund the payment of certain undistributed S corporation earnings. The Company
currently estimates that the dividend will be $2,500,000.

NOTE 2 -- CONCENTRATION OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of
credit risk consist of accounts receivable.

During 1997 the Company began performing services for a client which
recently filed for Chapter 11 bankruptcy. The Company has recorded a reserve for
doubtful accounts of approximately $400,000 related to receivables from this
customer at June 30, 1997. The Company is continuing to perform services for
this customer.

The Company's customers are predominantly in the Midwest, with the majority
of customers located in Chicago, Tulsa, Milwaukee and Dallas. One customer in
the insurance industry accounted for approximately 11%, 16% and 15% of revenues
for the years ended December 31, 1995 and 1996 and for the six months ended June
30, 1997, respectively. The Company reviews a customer's credit history before
extending credit. In addition, the Company routinely assesses the financial
strength of its customers and, as a consequence, believes that its accounts
receivable credit risk is limited. The Company has no off balance sheet credit
risk.

NOTE 3 -- NOTES RECEIVABLE FROM RELATED PARTIES

Notes receivable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------- --------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Stockholder notes receivable, unsecured, payable on demand,
interest at 7%............................................ $ 42,233 $ 44,745 $123,885
Stockholder notes receivable, unsecured, payable on demand,
interest at 6%............................................ 399,694 100,000 100,000
Stockholder note receivable, unsecured, payable on demand,
interest at prime plus 1%................................. -- 36,500 36,500
-------- -------- --------
Total notes receivable from related parties................. 441,927 181,245 260,385
Less--current portion....................................... 325,981 181,245 260,385
-------- -------- --------
$115,946 $ -- $ --
======== ======== ========
</TABLE>

NOTE 4 -- LINES OF CREDIT AND LONG-TERM DEBT

As of December 31, 1996, the Company had line of credit agreements that
allowed for maximum borrowings of $2,500,000 and were limited based upon a
percentage of eligible accounts receivable, as defined. Interest was at the
applicable bank's prime rate. Borrowings were collateralized by certain assets
including accounts receivable. One agreement provided for maximum borrowings of
$2,000,000 and expired in May, 1997. Another line of credit agreement which
provided for maximum borrowings of $500,000 was cancelled in May, 1997. There
were no borrowings outstanding as of December 31, 1995. At December 31, 1996,
borrowings outstanding were $1,300,000.

In June, 1997, the Company entered into a loan agreement which provides for
a revolving loan facility and a term loan facility. The revolving loan facility
allows for maximum borrowings of the lesser of (a) $2,000,000 less the undrawn
face amount of letters of credit or (b) the borrowing base, as defined, less the
undrawn face amount of letters of credit. Interest is at the bank's prime rate
(8.5% at June 30, 1997). The

F-9
<PAGE> 55

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

revolving loan facility matures in March, 1998. The term loan facility provides
for maximum borrowings of $2,000,000 for use for certain purposes. Interest is
payable quarterly at the prime rate plus 1% (9.5% at June 30, 1997).
Installments of principal in the amount of $62,500 are payable quarterly,
commencing September, 1997. Within 30 days of the end of each calender quarter,
the Company is required to pay a portion of the principal amount of the term
note then outstanding in an amount equal to 40% of the excess cash flow, as
defined, during such calendar quarter. A final balloon payment is due March,
1999. Substantially all assets of the Company are collateral for borrowings
under these two facilities. The loan agreement contains certain restrictions,
prohibiting, among other things, additional indebtedness without the lender's
consent. The loan agreement contains certain covenants including, among others,
a requirement of a cash flow coverage ratio of not less than 1.1 to 1. The
balances outstanding at June 30, 1997 were $1,600,000 on the revolving loan and
$1,010,000 on the term loan.

Fair value of debt approximates book value at the balance sheet dates.

Long-term and related party debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
--------------------- ----------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Term loan.................................................. $ -- $ -- $1,010,000
Note payable to stockholder, unsecured, due August, 1997,
payable in monthly installments of $80,000 plus interest
at 6.75%................................................. 1,841,266 641,266 161,266
Term note payable, due December 31, 2000, payable in
monthly installments of $5,190, including interest at 9%,
collateralized by certain accounts receivable and other
assets................................................... -- 216,005 194,332
Capital lease obligations, collateralized by certain
equipment, personally guaranteed by a stockholder,
interest rates ranging from 7.75% to 8%.................. 108,376 99,283 68,011
---------- -------- ----------
Total long-term debt....................................... 1,949,642 956,554 1,433,609
Less--current maturities................................... 1,245,683 750,327 503,178
---------- -------- ----------
$ 703,959 $206,227 $ 930,431
========== ======== ==========
</TABLE>

The aggregate maturities for long-term and related party debt are as
follows:

<TABLE>
<S> <C>
Remainder of 1997........................................... $ 342,380
1998........................................................ 325,472
1999........................................................ 697,031
2000........................................................ 68,726
----------
Total long term-debt........................................ $1,433,609
==========
</TABLE>

NOTE 5 -- LEASE AGREEMENTS

The Company leases its office facilities under operating lease agreements
which expire at various times through 2004. In addition, the Company leases
certain equipment under operating lease agreements.

In addition to the minimum future rental payments, the Company is obligated
to pay certain operating expenses relating to leased properties which are
included in rent expense. Total rent expense under operating leases was
approximately $89,594, $135,167, $383,746, $186,663 and $249,828 for the years
ended December 31, 1994, 1995 and 1996 and for the six months ended June 30,
1996 and 1997, respectively.

F-10
<PAGE> 56

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following is a schedule of minimum future rental payments required
under the operating leases:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ------------------------
<S> <C>
1997................................................. $ 352,066
1998................................................. 418,185
1999................................................. 427,117
2000................................................. 486,508
2001................................................. 442,630
Thereafter........................................... 421,914
----------
Total minimum payments required............................. $2,548,420
==========
</TABLE>

NOTE 6 -- 401(K) PROFIT-SHARING PLAN

The Company has a contributory 401(k) profit-sharing plan (the Plan)
covering substantially all full-time employees with a service period greater
than 90 days. The Plan allows participants to contribute up to 15% of their
total compensation on a pretax basis, up to a specified amount. The Company is
required to contribute annually one-fourth of the first $2,000 of the
participants' contribution, up to a maximum of $500 per participant. The total
Company contribution was approximately $21,375, $27,202, $66,865, $47,050 and
$82,086 for the years ended December 31, 1994, 1995 and 1996 and for the six
months ended June 30, 1996 and 1997, respectively.

NOTE 7 -- LICENSE AGREEMENT

In October, 1995, the Company entered into a nonexclusive agreement with an
unaffiliated technical services company operating in New York and other markets
where the Company is not currently doing business, whereby the Company licenses
its Century Date Compliance methodology, Renovation 2000(SM), and its software
analysis tool, Code Vu(SM). In contracts involving Century Date Compliance in
which the unaffiliated company is the prime contractor and the engagement is not
handled as a joint venture the unaffiliated company is obligated to pay SPR Inc.
a license fee ranging from 4% to 9% of revenues. For the year ended December 31,
1996, the Company was paid approximately $18,000. For the six months ended June
30, 1997, the Company recorded $12,289 in license fees.

NOTE 8 -- COMMITMENTS AND CONTINGENCIES

Letter of Credit -- The Company had letters of credit of $119,500 and
$100,000 at December 31, 1996 and June 30, 1997 as security for a lease
agreement. The letter of credit is renewable each year.

NOTE 9 -- BUSINESS COMBINATION

During October, 1996, SPR Inc. acquired by merger all the common stock of
Systems & Programming Resources of Tulsa, Inc. in exchange for 1,206,259 shares
of SPR Inc.'s common stock. This company provided information technology
services to clients in a variety of industry groups. The transaction was
accounted for as a pooling of interests, and accordingly, the financial
statements for all periods presented have

F-11
<PAGE> 57

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

been restated to include the accounts of this company. Revenues and net income,
net of intercompany eliminations of the separate companies for the periods
preceding the acquisition were:

<TABLE>
<CAPTION>
SPR INC. INCLUDING
SYSTEMS AND PROGRAMMING SYSTEMS &
RESOURCES, INC., SPR-WISCONSIN, INC., PROGRAMMING
SPR CHICAGO INC. AND DATAFLEX RESOURCES OF TULSA, INC.
------------------------------------- ------------------------
<S> <C> <C>
Ten months ended October 31, 1996
Revenues.................................... $ 18,447,117 $8,128,336
Net income (loss), net of intercompany
eliminations............................. (11,265,184) 541,651
Year ended December 31, 1995
Revenues.................................... 16,097,512 6,810,416
Net income (loss), net of intercompany
eliminations............................. (26,042,094) 748,211
Year ended December 31, 1994
Revenues.................................... 13,878,339 918,920
Net loss, net of intercompany
eliminations............................. (5,166,141) (12,098)
</TABLE>

NOTE 10 -- STOCK-BASED COMPENSATION

Systems and Programming Resources, Inc. entered into a series of
transactions with stockholders/ employees from January, 1994 through October,
1996. Certain assets and certain liabilities were transferred to SPR Chicago
Inc. and SPR-Wisconsin, Inc. during 1994 that were subsequently transferred to
SPR Inc. in 1996. Because the transactions were among family members within a
control group, the stockholders of SPR Chicago Inc. and SPR-Wisconsin, Inc. were
effectively granted a variable compensation arrangement that is measured by the
increase in the estimated value of these companies (as determined by management)
since 1994. Compensation expense was calculated as follows: 1) multiply the
number of shares of Common Stock owned by the former stockholders of SPR Chicago
Inc. and SPR-Wisconsin, Inc. by the estimated market value per share of the
Company (which was estimated at $15.00 per share in 1994 and 1995 and $14.00 per
share in 1996); 2) then subtract the payments made by SPR Chicago Inc. and
SPR-Wisconsin, Inc. to the Company on the original acquisition notes; 3) then
subtract the value of the shares received by the stockholders of SPR Chicago
Inc. and SPR-Wisconsin, Inc. attributable to such stockholders' interests in
Consulting Acquisition, Inc. and Systems and Programming Resources, Inc.
Compensation expense was allocated to each period presented based on the
increase in the estimated market values of SPR Chicago Inc. and SPR-Wisconsin,
Inc. which was determined primarily based on revenue growth of each of the
respective companies. The estimated increase in value of SPR-Wisconsin, Inc.
from 1994 to 1995 was 73.75% and from 1995 to 1996 was 26.25%. The estimated
increase in value of SPR Chicago Inc. during 1994 was 14.69%, from 1994 to 1995
was 52.55% and from 1995 to 1996 was 32.76%. The final measurement occurred when
the relative ownership interests in SPR Inc. were determined in October, 1996.
The ownership interests of the former stockholders of SPR Chicago Inc. and
SPR-Wisconsin, Inc. is collectively 63.99% of the Company. Compensation expense
relating to this arrangement is recorded in the accompanying statements of
operations as stock-based compensation with the corresponding credit included in
additional paid-in-capital.

NOTE 11 -- STOCK PLANS

DESCRIPTION

In November, 1996, the Company adopted an Employee Stock Purchase Plan and
a Combined Incentive and Non-statutory Stock Option Plan. 500,000 shares of
common stock are reserved for issuance under the Employee Stock Purchase Plan
and 1,044,252 shares of common stock are reserved for issuance under the

F-12
<PAGE> 58

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Combined Incentive and Non-statutory Stock Option Plan. On December 31, 1996,
options to purchase an aggregate of 461,559 shares of common stock were granted
at an exercise price of $13.41 per share. Subsequent to December 31, 1996 the
Company cancelled all 461,559 outstanding options and granted 819,215 new
options (see Note 15). The Employee Stock Purchase Plan will permit eligible
employees who have completed five full calendar months of service to purchase
common stock through payroll deductions of up to 20% of their total cash
compensation provided that no employee may purchase more than $25,000 worth of
stock in any calendar year. The purchase price shall be the lesser of 85% of the
market value of the common stock on the first or last day of the offering
period, as defined.

The Combined Incentive and Non-statutory Stock Option Plan provides that
awards may be granted to employees, officers and directors of the Company.
Awards may consist of non-statutory stock options and incentive stock options to
purchase shares of common stock and stock appreciation rights (SARs). Incentive
stock options (ISOs) generally vest over a five year period at the rate of 20%
per year. The exercise price per share of common stock may not be less than 85%
(100% in the case of an ISO) of the fair market value of the common stock on the
date the option is granted. Options and SARs granted under the option plan must
generally be exercised within fifteen years from the date of grant (ten years in
the case of ISOs). In the case of any eligible employee who owns stock
possessing more than 10% of the voting power of stock, the exercise price of any
ISOs granted may not be less than 110% of the fair market value of the common
stock on the date of grant and the exercise period may not exceed five years
from the date of grant.

ACTIVITY

Stock option activity for the Company's Combined Incentive and
Non-statutory Stock Option Plan for the year ended December 31, 1996 and the six
months ended June 30, 1997 is as follows:

<TABLE>
<CAPTION>
INCENTIVE STOCK WEIGHTED NON-STATUTORY WEIGHTED
OPTIONS AVERAGE STOCK OPTIONS AVERAGE
----------------- EXERCISE ---------------- EXERCISE
SHARES PRICE PRICE SHARES PRICE PRICE
------ ----- -------- ------ ----- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding as of December 31, 1995.... -- $ -- $ -- -- $ -- $ --
======== =======
Granted.............................. 430,232 13.41 13.41 31,327 13.41 13.41
Exercised............................ -- -- -- -- -- --
Cancelled............................ -- -- -- -- -- --
-------- -------
Outstanding as of December 31, 1996.... 430,232 13.41 13.41 31,327 13.41 13.41
======== =======
Stock options exercisable at December
31, 1996............................. -- 31,327
======== =======
Cancelled............................ (430,232) $13.41 $13.41 (31,327) $13.41 $13.41
Granted.............................. 430,232 11.49 11.49 31,327 11.49 11.49
Cancelled............................ (430,232) 11.49 11.49 (31,327) 11.49 11.49
Granted.............................. 542,489 7.66 7.66 276,726 7.66 7.66
Exercised............................ -- -- -- -- -- --
-------- -------
Outstanding as of June 30, 1997........ 542,489 7.66 7.66 276,726 7.66 7.66
======== =======
Stock options exercisable at June 30,
1997................................. -- 276,726
======== =======
</TABLE>

ACCOUNTING

The Company currently utilizes Accounting Principles Board Opinion No. 25
in its accounting for stock options. In October, 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123
("Statement 123"), "Accounting for Stock-based Compensation." The accounting
method as provided in the pronouncement is not required to be adopted; however,
it is encouraged.

F-13
<PAGE> 59

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Company is not adopting the accounting provisions of Statement 123. Had the
Company accounted for its stock options in accordance with Statement 123, pro
forma net income (loss) and pro forma net income (loss) per share would have
been approximately ($11,725,328) and ($1.76) for the year ended December 31,
1996, and $662,310 and $.10 for the six months ended June 30, 1997,
respectively. The pro forma disclosure is not likely to be indicative of pro
forma results which may be expected in future years because of the fact that
options vest over several years, compensation expense is recognized as the
options vest and additional awards may also be granted.

For purposes of determining the pro forma effect of these options, the fair
value of each option is estimated on the date of grant based on the
Black-Scholes option pricing model assuming among other things, no dividend
yield, expected volatility of 41%, risk free interest rates between 6.11% and
6.52% and expected life of 5.0 years.

The weighted average fair value of options granted under the Company's
Combined Incentive and Non-Statutory Stock Option Plan for the periods ended
December 31, 1996 and the six months ended June 30, 1997 was $6.65 and $3.84,
respectively. As of December 31, 1996 and as of June 30, 1997 the remaining
contractual life of all options was approximately ten to fifteen years.

NOTE 12 -- RELATED PARTY TRANSACTION

The Company paid approximately $22,000, $56,000, $80,000, $21,814 and
$108,907 during 1994, 1995 and 1996, and for the six months ended June 30, 1996
and 1997, respectively, in fees to a law firm having a partner who is a
stockholder of the Company and who is a brother of certain executive officers of
the Company.

NOTE 13 -- SUBSEQUENT EVENTS AND PRO FORMA FINANCIAL DATA

The pro forma net income and net income per share includes a provision for
federal and state income taxes as if the Company had been a C corporation. The
effective income tax rate of 40% reflects the combined federal and state income
taxes.

The Company will convert to a C corporation in connection with the
completion of the Offering resulting in the recording of approximately $728,800
in deferred income tax liabilities, as discussed in Note 1(j). Prior to
consummation of the Offering, the Company intends to make a distribution to its
existing stockholders of the Company's undistributed S corporation earnings for
the period from November 1, 1996 through the Closing of the Offering (the
"Distribution"). The Company currently estimates the Distribution will be
$2,500,000. Retained earnings (deficit) of the Company (which includes the
aggregate stock-based compensation expense), after recording the Distribution
and deferred income taxes, will be reclassified to additional paid-in capital in
connection with the termination of the Company's S corporation election. The
unaudited pro forma Balance Sheet gives effect to these items. No other
contemplated transactions in connection with the Offering are included in the
unaudited pro forma Balance Sheet information.

NOTE 14 -- SUBSEQUENT EVENT -- AUTHORIZED STOCK

On February 24, 1997, the Company increased the number of authorized common
shares to 25,000,000.

NOTE 15 -- SUBSEQUENT EVENT -- STOCK OPTIONS

On March 5, 1997 the Company cancelled the options to purchase an aggregate
of 461,559 shares of common stock that were granted on December 31, 1996 at an
exercise price of $13.41 per share and granted options to purchase an aggregate
of 461,559 shares of common stock at an exercise price of $11.49 per share. On
June 2, 1997 the Company cancelled the options to purchase an aggregate of
461,559 shares of Common Stock that were granted on March 5, 1997. Also on June
2, 1997, the Company's Board of Directors and

F-14
<PAGE> 60

SPR INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

stockholders approved the adoption of the SPR Inc. Amended and Restated Combined
Incentive and Non-statutory Stock Option Plan to provide for the increase to
1,044,252 from 835,400 of the number of shares of common stock reserved for
issuance upon the exercise of incentive and non-statutory stock options. The
Company granted options to purchase 819,215 shares of common stock at an
exercise price of $7.66 per share to certain employees and directors on June 2,
1997. Of these outstanding options, 276,726 are non-statutory stock options
which are presently exercisable and 542,489 are incentive stock options which
generally vest over a five year period at a rate of 20% per year.

NOTE 16 -- SUBSEQUENT EVENT -- STOCK SPLIT

On , 1997 the Company's Board of Directors approved a 1.044-to-1
split of the Company's Common Stock in the form of a stock dividend effective
immediately prior to the Offering contemplated hereby. All Common Stock and per
share amounts have been adjusted retroactively to give effect to this stock
split.

F-15
<PAGE> 61

INSIDE BACK COVER OF PROSPECTUS

The inside back cover is a multicolor graphic and text layout. The following
text appears above the graphics:

"SPR SERVICE OFFERINGS."

[Graphics consist of a flow diagram depicting SPR's blend of three levels of
consulting support into the Company's service offerings.]

The following text appears below the graphics:

"SPR has over 24 years of experience in providing information technology
services to clients in a variety of industries, including financial services,
healthcare, insurance, manufacturing, oil and gas, transportation and
utilities. Today, SPR provides these clients with IT services by blending
three levels of consulting support into four Outsourcing Services - Systems
Re-engineering, Century Date Compliance, Application Management and Information
Delivery Services - in addition to General Consulting Services. This blend of
consulting support enables SPR to design customized, comprehensive solutions
for maintaining, improving and transitioning existing systems.

"SPR delivers these customized solutions through a combination of experienced
people, using automated software tools, following an established methodology.
When applied with their service offerings, this formula enables SPR to deliver
high quality, innovative solutions designed to help companies derive maximum
value from their existing systems."

[Graphics consist of map of the United States with spotlights emanating from
Chicago, Milwaukee, Tulsa and Dallas the four cities in which SPR offices are
currently located]

The following text appears at the right of the graphics:
SPR services the Midwest with offices located in:

Chicago, Illinois
Milwaukee, Wisconsin
Tulsa, Oklahoma
Dallas, Texas

For more information, visit SPR's web site at www.sprinc.com

[The Company's logo inside a triangle containing the words "People,"
"Methodology" and "Tools" appears in the lower right corner of the page below a
page curl.]

<PAGE> 62

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

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, ANY OF THE SELLING STOCKHOLDERS OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, THOSE TO WHICH IT RELATES IN ANY STATE TO ANY PERSON TO WHOM IT
IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS
AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 8
The Company........................... 13
Use of Proceeds....................... 13
Dividend Policy....................... 13
Capitalization........................ 14
Dilution.............................. 15
Selected Financial Data............... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 24
Management............................ 32
Certain Transactions.................. 36
Principal and Selling Stockholders.... 38
Description of Capital Stock.......... 39
Shares Eligible for Future Sale....... 41
Underwriting.......................... 42
Legal Matters......................... 43
Experts............................... 43
Change in Accountants................. 43
Additional Information................ 44
Index to Financial Statements......... F-1
</TABLE>

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

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
======================================================

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

2,600,000 SHARES

SPR INC.

COMMON STOCK

SPR LOGO
------------
PROSPECTUS
, 1997
------------

SMITH BARNEY INC.

ROBERT W. BAIRD & CO.
INCORPORATED

======================================================
<PAGE> 63

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the approximate amount of fees and
expenses (other than underwriting commissions and discounts) payable by the
Company in connection with the issuance and distribution of the Common Stock
pursuant to the Prospectus contained in this Registration Statement.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 14,000
Legal fees and expenses..................................... 335,000
Accountants' fees and expenses.............................. 310,000
Printing expenses........................................... 132,000
Nasdaq National Market listing fee.......................... 40,000
Transfer Agent and Registrar fees and expenses.............. 15,000
NASD filing fee............................................. 5,000
Blue Sky fees and expenses.................................. 5,000
Directors' and officers' insurance fees and expenses........ 100,000
Miscellaneous expenses...................................... 144,000
----------
Total.................................................. $1,100,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant, being incorporated under the General Corporation Law of the
State of Delaware (the "DGCL"), is empowered by Section 145 of the DGCL, subject
to the procedures and limitations stated therein, to indemnify any person
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding to which such
person is made a party or threatened to be made a party by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Section 145 provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.

The Company's Certificate of Incorporation and By-laws contain provisions
that require the Company to indemnify its Directors and officers to the fullest
extent permitted by Delaware law.

Article Ninth of the Registrant's Certificate of Incorporation eliminates,
to the fullest extent permitted by paragraph (7) of subsection (b) of Section
102 of the DGCL, as the same may be amended or supplemented, or any
corresponding provision of the DGCL, the personal liability of directors. That
paragraph allows corporations incorporated under the DGCL to eliminate the
personal liability of a director to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. However, that
paragraph does not allow corporations to limit the liability of a director: (i)
for any breach of his or her duty of loyalty to the corporation or its
stockholders, (ii) for acts or omission not in good faith or which involve
intentional misconduct or a knowing violations of law, (iii) for unlawful
payment of a dividend or unlawful stock purchase or redemption or (iv) for any
transaction for which the director derived an improper personal benefit.

The Company is in the process of procuring liability insurance for its
directors and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information as to securities of the Registrant and its
predecessors issued or sold by the Registrant and its predecessors since January
1, 1994 that were not registered under the Securities Act of 1933, as amended
(the "Securities Act"). No underwriters were involved, and there were no
underwriting

II-1
<PAGE> 64

discounts or commissions. The share numbers set forth below do not reflect the
1.044-to-1 split of the Common Stock to be effected immediately prior to
consummation of the Offering.

On January 14, 1994, 500 shares of common stock of SPR Chicago Inc. ("SPR
Chicago") were issued to each of Robert Figliulo and David Figliulo in
connection with the incorporation of SPR Chicago, to which the Chicago
operations of Systems and Programming Resources, Inc. ("Systems Inc.") were
transferred. In connection with this transfer, SPR Chicago delivered to Systems
Inc. a $1.4 million promissory note. These issuances were made pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act.

On August 15, 1994, 1,000 shares of common stock of SPR-Wisconsin, Inc.
("SPR Wisconsin") were issued to John Figliulo in connection with the
incorporation of SPR Wisconsin, to which the Wisconsin operations of Systems
Inc. were transferred. In connection with this transfer, SPR Wisconsin delivered
to Systems Inc. a $1.2 million promissory note. These issuances were made
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.

On September 8, 1994, 500 shares of common stock of Systems and Programming
Resources of Tulsa, Inc. ("SPR Tulsa") were issued to each of Michael Fletcher
and Rene Potter in connection with the incorporation of SPR Tulsa, to which the
Tulsa operations of Systems Inc. were transferred. In connection with this
transfer, SPR Tulsa delivered to Systems Inc. a $1.6 million promissory note.
These issuances were made pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act.

Upon the Registrant's formation on October 29, 1996, each of Robert
Figliulo and David Figliulo received 100 shares of the Registrant's Common Stock
for nominal consideration. These issuances were pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act.

On October 30, 1996, in connection with the Merger of SPR Chicago into the
Registrant as described in the Registration Statement, 1,476,914 shares of
Common Stock of the Registrant were issued to each of Robert Figliulo and David
Figliulo in exchange for all their shares of SPR Chicago common stock. On
October 31, 1996, in connection with the Mergers of Systems Inc., Consulting
Acquisition, Inc., SPR Wisconsin and SPR Tulsa as described in the Registration
Statement, 3,239,306 shares of Common Stock of the Registrant were issued to
nine members of the Figliulo family, Michael Cymbala, Michael Fletcher and Rene
Potter in exchange for all their shares of common stock of each of the merged
entities. All of these issuances were pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) Exhibits

II-2
<PAGE> 65

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.1.2 Management Employment Agreement dated as of June 2, 1997
between the Registrant and David A. Figliulo.
10.1.3 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen J. Tober.
10.1.4 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen T. Gambill.
10.1.5 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Michael J. Fletcher.
10.1.6 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Rene Potter.
10.4 Amended and Restated Combined Incentive and Non-statutory
Stock Option Plan.*
10.5 Revised form of Employee Stock Purchase Plan.*
10.6 Lease for 2015 Spring Road, Oak Brook, Illinois.*
10.7 Lease for 400 Mid-Continent Tower, Tulsa, Oklahoma.*
10.7.1 Third Amendment to Lease for 400 Mid-Continent Tower, Tulsa,
Oklahoma.*
10.8 Lease for 100 East Wisconsin Avenue, Milwaukee, Wisconsin.*
10.9 Sublease for 815 Commerce Drive, Oak Brook, Illinois.*
10.11 Form of Tax Indemnity Agreement.
16.1 Consent of Ernst & Young LLP.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Wildman, Harrold, Allen & Dixon (contained in its
opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.*
27.1 Financial Data Schedule.
</TABLE>

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

* Previously filed.

+ To be filed by amendment.

(b) Financial Statement Schedule:
Report of Independent Auditors
Schedule II: Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes:

(1) To provide to the Underwriters at the closing specified in the
Underwriting Agreement, certificates in such denominations and registered
in such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(2) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director,

II-3
<PAGE> 66

officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter had been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(3) That, for purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) of
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(4) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in Chicago, Illinois on
August 29, 1997.

SPR INC.

By: /s/ ROBERT M. FIGLIULO
------------------------------------
Robert M. Figliulo
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been duly signed by the following persons in
the capacities indicated on August 29, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>

/s/ ROBERT M. FIGLIULO Chief Executive Officer and Chairman of the Board of
- --------------------------------------------- Directors (Principal Executive Officer)
Robert M. Figliulo

/s/ STEPHEN J. TOBER Executive Vice President, Finance and Business
- --------------------------------------------- Administration (Principal Financial Officer)
Stephen J. Tober

/s/ STEPHEN T. GAMBILL Chief Financial Officer (Principal Accounting
- --------------------------------------------- Officer)
Stephen T. Gambill

* Executive Vice President, General Manager -- Tulsa
- --------------------------------------------- and Director
Michael J. Fletcher

/s/ DAVID A. FIGLIULO Executive Vice President and Director
- ---------------------------------------------
David A. Figliulo

* Director
- ---------------------------------------------
Ronald L. Taylor

* Director
- ---------------------------------------------
Sydnor W. Thrift, Jr.

* Director
- ---------------------------------------------
David P. Yeager

*By: /s/ STEPHEN T. GAMBILL
---------------------------------------
Stephen T. Gambill
Attorney-in-fact
</TABLE>

II-5
<PAGE> 68

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE

WHEN THE TRANSACTION REFERRED TO IN NOTE 16 OF THE NOTES TO FINANCIAL
STATEMENTS HAS BEEN CONSUMMATED, WE WILL BE IN A POSITION TO RENDER THE
FOLLOWING REPORT.

ARTHUR ANDERSEN LLP

To the Stockholders of SPR Inc.:

We have audited in accordance with generally accepted auditing standards,
the financial statements of SPR Inc. included in this registration statement and
have issued our report thereon dated January 23, 1997 (except with respect to
the matters discussed in Notes 14 and 15, as to which the date is March 5, 1997,
and the matter discussed in Note 16, as to which the date is , 1997). Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in the index in Item 16(b) is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

Chicago, Illinois
January 23, 1997

S-1
<PAGE> 69

SCHEDULE II

SPR INC.

VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION(1) OF YEAR EXPENSES DEDUCTIONS(1) YEAR
-------------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
For the year ended December 31, 1994:
Allowance for doubtful accounts................. $75,153 $ 20,000 $ 6,000 $ 89,153
For the year ended December 31, 1995:
Allowance for doubtful accounts................. $89,153 $(28,753) $28,500 $ 31,900
For the year ended December 31, 1996:
Allowance for doubtful accounts................. $31,900 $ 45,000 $ 2,501 $ 74,399
For the six months ended June 30, 1997:
Allowance for doubtful accounts (unaudited)..... $74,399 $493,941 -- $568,340
</TABLE>

- -------------------------
(1) Bad debts written off.

S-2
<PAGE> 70

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
2.1 Agreement of Merger dated October 30, 1996 between the
Registrant and SPR Chicago Inc.*
2.2 Agreement of Merger dated October 31, 1996 among the
Registrant, Consulting Acquisition, Inc. and Systems and
Programming Resources, Inc.*
2.3 Agreement of Merger dated October 31, 1996 between the
Registrant and Systems and Programming Resources of Tulsa,
Inc.*
2.4 Agreement of Merger dated October 31, 1996 between the
Registrant and SPR-Wisconsin, Inc.*
3.1 Certificate of Incorporation of the Registrant.*
3.1.1 Certificate of Amendment of Certificate of Incorporation.*
3.2 By-laws of the Registrant.*
4.1 Description of specimen stock certificate representing
Common Stock.*
5.1 Opinion of Wildman, Harrold, Allen & Dixon.
10.1.1 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Robert M. Figliulo.
10.1.2 Management Employment Agreement dated as of June 2, 1997
between the Registrant and David A. Figliulo.
10.1.3 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen J. Tober.
10.1.4 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen T. Gambill.
10.1.5 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Michael J. Fletcher.
10.1.6 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Rene Potter.
10.4 Amended and Restated Combined Incentive and Non-statutory
Stock Option Plan.*
10.5 Revised form of Employee Stock Purchase Plan.*
10.6 Lease for 2015 Spring Road, Oak Brook, Illinois.*
10.7 Lease for 400 Mid-Continent Tower, Tulsa, Oklahoma.*
10.7.1 Third Amendment to Lease for 400 Mid-Continent Tower, Tulsa,
Oklahoma.*
10.8 Lease for 100 East Wisconsin Avenue, Milwaukee, Wisconsin.*
10.9 Sublease for 815 Commerce Drive, Oak Brook, Illinois.*
10.11 Form of Tax Indemnity Agreement.
16.1 Consent of Ernst & Young LLP.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Wildman, Harrold, Allen & Dixon (contained in its
opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.*
27.1 Financial Data Schedule.

</TABLE>

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

* Previously filed.

+ To be filed by amendment.

<PAGE> 1

EXHIBIT 1.1

2,600,000 SHARES

SPR INC.

COMMON STOCK

FORM OF
UNDERWRITING AGREEMENT

September ___, 1997

SMITH BARNEY INC.
ROBERT W. BAIRD & CO. INCORPORATED
As Representatives of the Several Underwriters
c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

SPR Inc., a Delaware corporation (the "Company"), proposes to issue and sell
an aggregate of 1,600,000 shares of its common stock, $0.01 par value per
share, to the several Underwriters named in Schedule II hereto (the
"Underwriters"), and the persons named in Part A of Schedule I hereto (the
"Selling Stockholders") propose to sell to the several Underwriters an
aggregate of 1,000,000 shares of common stock of the Company. The Company and
the Selling Stockholders are hereinafter sometimes referred to as the
"Sellers." The Company's common stock, $0.01 par value, is hereinafter
referred to as the "Common Stock" and the 1,600,000 shares of Common Stock to
be issued and sold to the Underwriters by the Company and the 1,000,000 shares
of Common Stock to be sold to the Underwriters by the Selling Stockholders are
hereinafter referred to as the "Firm Shares." The Selling Stockholders listed
in Part B of Schedule I hereto also propose to sell to the Underwriters, upon
the terms and conditions set forth in Section 2 hereof, up to an additional
390,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and
the Additional Shares are hereinafter collectively referred to as the "Shares."
All references to the "Company" refer to SPR Inc., after the Reorganizations
described in Section 7(d) hereof have been effected, or to the Constituent
Corporations, as defined in Section 7(d) hereof, as appropriate.

The Company and the Selling Stockholders wish to confirm as follows their
respective agreements with you (the "Representatives") and the other several
Underwriters on whose behalf you are acting, in connection with the several
purchases of the Shares by the Underwriters.

1. Registration Statement and Prospectus. The Company has prepared and filed
with the Securities and Exchange Commission (the

<PAGE> 2

"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-1 (Reg. No.
333-32735) under the Act (the "registration statement"), including a prospectus
subject to completion relating to the Shares. The term "Registration
Statement" as used in this Agreement means the registration statement
(including all financial schedules and exhibits), as amended at the time it
becomes effective, or, if the registration statement became effective prior to
the execution of this Agreement, as supplemented or amended prior to the
execution of this Agreement. If it is contemplated, at the time this Agreement
is executed, that a post-effective amendment to the registration statement will
be filed and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. If an
abbreviated registration statement is prepared and filed with the Commission in
accordance with Rule 462(b) under the Act (an "Abbreviated Registration
Statement"), the term "Registration Statement" as used in this Agreement
includes the Abbreviated Registration Statement. The term "Prospectus" as used
in this Agreement means the prospectus in the form included in the Registration
Statement, or, if the prospectus included in the Registration Statement omits
information in reliance on Rule 430A under the Act and such information is
included in a prospectus filed with the Commission pursuant to Rule 424(b)
under the Act, the term "Prospectus" as used in this Agreement means the
prospectus in the form included in the Registration Statement as supplemented
by the addition of the Rule 430A information contained in the prospectus filed
with the Commission pursuant to Rule 424(b). The term "Prepricing Prospectus"
as used in this Agreement means the prospectus subject to completion in the
form included in the registration statement at the time of the initial filing
of the registration statement with the Commission, and as such prospectus shall
have been amended from time to time prior to the date of the Prospectus.

2. Agreements to Sell and Purchase. Subject to such adjustments as you may
determine in order to avoid fractional shares, the Company hereby agrees,
subject to all the terms and conditions set forth herein, to issue and sell to
each Underwriter and, upon the basis of the representations, warranties and
agreements of the Company and the Selling Stockholders herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of $_____ per Share (the "purchase price per share"), the number of Firm
Shares which bears the same proportion to the aggregate number of Firm Shares
to be issued and sold by the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule II hereto (or such number of
Firm Shares increased as set forth in Section 12

- 2 -
<PAGE> 3

hereof) bears to the aggregate number of Firm Shares to be sold by the Company
and the Selling Stockholders.

Subject to such adjustments as you may determine in order to avoid fractional
shares, each Selling Stockholder agrees, subject to all the terms and
conditions set forth herein, to sell to each Underwriter and, upon the basis of
the representations, warranties and agreements of the Company and the Selling
Stockholders herein contained and subject to all the terms and conditions set
forth herein, each Underwriter, severally and not jointly, agrees to purchase
from each Selling Stockholder at the purchase price per share that number of
Firm Shares which bears the same proportion to the number of Firm Shares set
forth opposite the name of such Selling Stockholder in Schedule I hereto as the
number of Firm Shares set forth opposite the name of such Underwriter in
Schedule II hereto (or such number of Firm Shares increased as set forth in
Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by
the Company and the Selling Stockholders.

Those Selling Stockholders identified in Part B of Schedule I hereto also
agree, subject to all the terms and conditions set forth herein, to sell to the
Underwriters, and, upon the basis of the representations, warranties and
agreements of the Company and the Selling Stockholders herein contained and
subject to all the terms and conditions set forth herein, the Underwriters
shall have the right to purchase from such Selling Stockholders identified in
Part B of Schedule I hereto, at the purchase price per share, pursuant to a
one-time option (the "over-allotment option") which may be exercised at any
time prior to 9:00 P.M., New York City time, on the 30th day after the date of
the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a
holiday, on the next business day thereafter when the New York Stock Exchange
is open for trading), up to an aggregate of 390,000 Additional Shares (the
maximum number of Additional Shares which each such Selling Stockholder agrees
to sell upon the exercise by the Underwriters of the over-allotment option is
set forth opposite their respective names in Part B of Schedule I). Additional
Shares may be purchased only for the purpose of covering over-allotments made
in connection with the offering of the Firm Shares. The number of Additional
Shares which the Underwriters elect to purchase upon exercise of the
over-allotment option shall be provided by each Selling Stockholder who has
agreed to sell Additional Shares in proportion to the respective maximum
numbers of Additional Shares which each such Selling Stockholder has agreed to
sell. Upon exercise of the over-allotment option, each Underwriter, severally
and not jointly, agrees to purchase from each Selling Stockholder who has
agreed to sell Additional Shares that number of Additional Shares (subject to
such adjustments as you may determine in order to avoid fractional shares)
which bears the same proportion to the number of Additional

- 3 -
<PAGE> 4

Shares to be sold by such Selling Stockholder as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule II hereto (or such
number of Firm Shares increased as set forth in Section 12 hereof) bears to the
aggregate number of Firm Shares to be sold by the Company and the Selling
Stockholders.

Certificates in transferable form for the Shares (including any Additional
Shares) which each of the Selling Stockholders agrees, severally and solely
with respect to the Shares to be sold by such Selling Stockholder hereunder, to
sell pursuant to this Agreement have been placed in custody with ChaseMellon
Shareholder Services, L.L.C. (the "Custodian") for delivery under this
Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody
Agreement") executed by each of the Selling Stockholders appointing Robert M.
Figliulo and David A. Figliulo as agents and attorneys-in-fact (the
"Attorneys-in-Fact"). Each Selling Stockholder so agrees that (i) the Shares
represented by the certificates held in custody pursuant to the Custody
Agreement are subject to the interests of the Underwriters, the Company and
each other Selling Stockholder, (ii) the arrangements made by the Selling
Stockholders for such custody are, except as specifically provided in the
Custody Agreement, irrevocable, and (iii) the obligations of the Selling
Stockholders hereunder and under the Custody Agreement shall not be terminated
by any act of such Selling Stockholder or by operation of law, whether by the
death or incapacity of any Selling Stockholder or the occurrence of any other
event. If any Selling Stockholder shall die or be incapacitated or if any
other event shall occur before the delivery of the Shares hereunder,
certificates for the Shares of such Selling Stockholder shall be delivered to
the Underwriters by the Attorneys-in-Fact in accordance with the terms and
conditions of this Agreement and the Custody Agreement as if such death or
incapacity or other event had not occurred, regardless of whether or not the
Attorneys-in-Fact or any Underwriter shall have received notice of such death,
incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of
each of the Selling Stockholders, to execute this Agreement and any other
documents necessary or desirable in connection with the sale of the Shares to
be sold hereunder by such Selling Stockholder, to make delivery of the
certificates for such Shares, to receive the proceeds of the sale of such
Shares, to give receipts for such proceeds, to pay therefrom any expenses to be
borne by such Selling Stockholder in connection with the sale and public
offering of such Shares, to distribute the balance thereof to such Selling
Stockholder, and to take such other action as may be necessary or desirable in
connection with the transactions contemplated by this Agreement. Each
Attorney-in-Fact agrees to perform his duties under the Custody Agreement.

- 4 -
<PAGE> 5

3. Terms of Public Offering. The Sellers have been advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable and initially to offer the
Shares upon the terms set forth in the Prospectus.

4. Delivery of the Shares and Payment Therefor. Delivery to the Underwriters
of and payment for the Firm Shares shall be made at the offices of Wildman,
Harrold, Allen & Dixon, 225 West Wacker Drive, Suite 3000, Chicago, Illinois
60606-1229, at 9:00 A.M., Chicago time, on September ____, 1997 (the "Closing
Date"). The place of closing for the Firm Shares and the Closing Date may be
varied by agreement among you, the Company and the Attorneys-in-Fact.

Delivery to the Underwriters of and payment for any Additional Shares to be
purchased by the Underwriters shall be made at the aforementioned office of
Wildman, Harrold, Allen & Dixon at such time on such date (the "Option Closing
Date"), which may be the same as the Closing Date but shall in no event be
earlier than the Closing Date nor earlier than two nor later than ten business
days after the giving of the notice hereinafter referred to, as shall be
specified in a written notice from you on behalf of the Underwriters to the
Company and the Attorneys-in-Fact of the Underwriters' determination to
purchase a number, specified in such notice, of Additional Shares. The place
of closing for any Additional Shares and the Option Closing Date for such
Shares may be varied by agreement among you, the Company and the
Attorneys-in-Fact.

Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request prior to 9:30 A.M., New York City time, on the second
business day preceding the Closing Date or any Option Closing Date, as the case
may be. Such certificates shall be made available to you in New York City for
inspection and packaging not later than 9:30 A.M., New York City time, on the
business day next preceding the Closing Date or the Option Closing Date, as the
case may be. The certificates evidencing the Firm Shares and any Additional
Shares to be purchased hereunder shall be delivered to you in New York City on
the Closing Date or the Option Closing Date, as the case may be, against
payment of the purchase price therefor in immediately available funds.

- 5 -
<PAGE> 6

5. Agreements of the Company. The Company agrees with the several
Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement, a post-effective amendment thereto or
any Abbreviated Registration Statement to be declared effective before the
offering of the Shares may commence, the Company will endeavor to cause the
Registration Statement, or such post-effective amendment or Abbreviated
Registration Statement, to become effective as soon as possible and will advise
you promptly and, if requested by you, will confirm such advice in writing,
when the Registration Statement, or such post-effective amendment or
Abbreviated Registration Statement has become effective.

(b) The Company will advise you promptly and, if requested by you, will
confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of the suspension of qualification of the Shares
for offering or sale in any jurisdiction or the initiation of any proceeding
for such purpose; and (iii) within the period of time referred to in paragraph
(f) below, of any change, or any development involving a prospective change, in
the Company's condition (financial or other), business, properties, net worth
or results of operations, or of the happening of any event, which makes any
statement of a material fact made in the Registration Statement or the
Prospectus (as then amended or supplemented) untrue or which requires the
making of any additions to or changes in the Registration Statement or the
Prospectus (as then amended or supplemented) in order to state a material fact
required by the Act or the regulations thereunder to be stated therein or
necessary in order to make the statements therein not misleading, or of the
necessity to amend or supplement the Prospectus (as then amended or
supplemented) to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to obtain
the withdrawal of such order at the earliest possible time.

(c) The Company will furnish to you, without charge, three signed copies
of the registration statement as originally filed with the Commission and of
each amendment thereto, including financial statements and all exhibits
thereto, and will also furnish to you, without charge, such number of conformed
copies of the registration statement as originally filed and of each amendment
thereto, but without exhibits, as you may request.

- 6 -
<PAGE> 7

(d) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which you
shall not previously have been advised or to which you shall reasonably object
after being so advised or (ii) so long as, in the opinion of counsel for the
Underwriters, a Prospectus is required to be delivered in connection with sales
by any Underwriter or dealer, file any information, documents or reports
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") without delivering a copy of such information, documents or reports to
you, as Representatives of the Underwriters, prior to or concurrently with such
filing.

(e) Prior to the execution and delivery of this Agreement, the Company has
delivered to you, without charge, in such quantities as you have requested,
copies of each form of the Prepricing Prospectus. The Company consents to the
use, in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Shares are offered by the
several Underwriters and by dealers, prior to the date of the Prospectus, of
each Prepricing Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this Agreement as possible
and thereafter from time to time for such period as in the opinion of counsel
for the Underwriters a prospectus is required by the Act to be delivered in
connection with sales by any Underwriter or dealer, the Company will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendment or supplement thereto) as
you may request; provided, however, that in the event any Underwriter is
required to deliver a Prospectus in connection with sales of any of the Shares
at any time nine months or more after the date of the Prospectus, the Company
will expeditiously deliver to such Underwriter, upon request of such
Underwriter but at such Underwriter's expense, as many copies of the Prospectus
(and of any amendment or supplement thereto) as such Underwriter may request.
The Company consents to the use of the Prospectus (and of any amendment or
supplement thereto) in accordance with the provisions of the Act and with the
securities or Blue Sky laws of the jurisdictions in which the Shares are
offered by the several Underwriters and by all dealers to whom Shares may be
sold, both in connection with the offering and sale of the Shares and for such
period of time thereafter as the Prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer. If during
such period of time any event shall occur that, in the opinion of counsel for
the Underwriters and counsel for the Company, is required to be set forth in
the Prospectus (as then amended or supplemented) or should be set forth therein
in order to make the statements therein, in

- 7 -
<PAGE> 8

the light of the circumstances under which they were made, not misleading, or
if it is necessary to supplement or amend the Prospectus to comply with the Act
or any other law, the Company will forthwith prepare and, subject to the
provisions of paragraph (d) above, file with the Commission an appropriate
supplement or amendment thereto, and will expeditiously furnish to the
Underwriters and dealers a reasonable number of copies thereof, subject to the
proviso to the first sentence of this Section 5(f). In the event that the
Company and you, as Representatives of the several Underwriters, agree that the
Prospectus should be amended or supplemented, the Company, if requested by you,
will promptly issue a press release announcing or disclosing the matters to be
covered by the proposed amendment or supplement.

(g) The Company will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities or Blue Sky laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary or
appropriate in order to effect such registration or qualification; provided
that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action which
would subject it to service of process in suits, other than those arising out
of the offering or sale of the Shares, in any jurisdiction where it is not now
so subject.

(h) The Company will make generally available to its security holders a
consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as
practicable after the end of such period, which consolidated earnings statement
shall satisfy the provisions of Section 11(a) of the Act.

(i) During the period of five years hereafter, the Company will furnish to
you (i) as soon as available, a copy of each report of the Company mailed to
stockholders or filed with the Commission, and (ii) from time to time such
other information concerning the Company as you may request.

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 12 hereof or by notice given by you, as
Representatives of the several Underwriters, terminating this Agreement
pursuant to Section 12 or Section 13 hereof), or if this Agreement shall be
terminated by the Underwriters because of any failure or refusal on the part of
the Company or the Selling Stockholders to comply with the terms or

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<PAGE> 9

fulfill any of the conditions of this Agreement, the Company agrees to
reimburse the Representatives for all reasonable out-of-pocket expenses
(including fees and expenses of counsel for the Underwriters) incurred by you
in connection herewith. In no event following termination of this Agreement
for any reason will the Underwriters seek to recover lost profits or
consequential damages from the Sellers, or any of them.

(k) The Company will apply the net proceeds from the sale of the Shares to
be sold by it hereunder substantially in accordance with the description set
forth in the Prospectus.

(l) If Rule 430A of the Act is employed, the Company will timely file the
Prospectus pursuant to Rule 424(b) under the Act and will advise you of the
time and manner of such filing.

(m) Except as provided in this Agreement, the Company will not, sell,
contract to sell or otherwise dispose of any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, or grant any
options, warrants or any other instrument convertible, exchangeable or granting
any right to purchase Common Stock, for a period of 180 days after the date of
the Prospectus, without the prior written consent of Smith Barney Inc.;
provided, however, that the Company may grant options under its Combined
Incentive and Non-Statutory Stock Option Plan (and may issue shares of Common
Stock, in accordance with the terms of such Plan and applicable option
agreements executed in connection therewith, upon exercise of any such options)
and sell shares of Common Stock under the Employee Stock Purchase Plan, in each
case as described in the Prospectus.

(n) The Company has furnished or will furnish to you "lock-up" letters as
described in Section 6(d) hereof, in the form previously delivered by you (the
"Lock-Up Letter"), signed by each of its current officers and directors and
each of its current stockholders.

(o) Except as stated in this Agreement and in the Prepricing Prospectus
and Prospectus, the Company has not taken, nor will it take, directly or
indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Shares.

(p) The Company will use its best efforts to have the Common Stock listed,
subject to notice of issuance, on the Nasdaq National Market concurrently with
the effectiveness of the registration statement.

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<PAGE> 10

6. Agreements of the Selling Stockholders. Each of the Selling Stockholders
agrees, severally and solely with respect to such Selling Stockholder and the
Shares to be sold by such Selling Stockholder, with the several Underwriters as
follows:

(a) Such Selling Stockholder will cooperate to the extent necessary to
cause the Registration Statement or any post-effective amendment thereto or any
Abbreviated Registration Statement to become effective at the earliest possible
time.

(b) Such Selling Stockholder will pay all Federal and other taxes, if any
on the transfer or sale of the Shares being sold by the Selling Stockholder to
the Underwriters.

(c) Such Selling Stockholder will do or perform all things required to be
done or performed by the Selling Stockholder prior to the Closing Date or any
Option Closing Date, as the case may be, to satisfy all conditions precedent to
the delivery of the Shares pursuant to this Agreement.

(d) Such Selling Stockholder has executed or will execute a Lock-Up Letter
agreeing not to sell, contract to sell or otherwise dispose of any Common
Stock, except for the sale of Shares to the Underwriters pursuant to this
Agreement and as otherwise provided in the Lock-Up Letter, prior to the
expiration of 180 days after the date of the Prospectus, without the prior
written consent of Smith Barney Inc.

(e) Except as stated in this Agreement and in the Prepricing Prospectus
and the Prospectus, such Selling Stockholder will not take, directly or
indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Shares.

(f) Such Selling Stockholder will advise you promptly, and if requested by
you, will confirm such advice in writing, within the period of time referred to
in Section 5(f) hereof, of (i) any change, or any development involving a
prospective change, in the Company's condition (financial or other), business,
properties, net worth or results of operations, or in information contained in
the Prospectus, or any amendment or supplement thereto, relating to the
Company, which comes to the attention of such Selling Stockholder, or (ii) any
new information relating to the Company, or relating to any matter stated in
the Prospectus or any amendment or supplement thereto, which comes to the
attention of such Selling Stockholder, or (iii) any change in information
contained in the Prospectus, or any amendment or supplement thereto, under the
heading "Principal and Selling Stockholders"

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<PAGE> 11

relating to such Selling Stockholder, any of which suggests that any statement
made in the Registration Statement or the Prospectus (as then amended or
supplemented, if amended or supplemented) is or may be untrue in any material
respect or that the Registration Statement or Prospectus (as then amended or
supplemented, if amended or supplemented) omits or may omit to state a material
fact or a fact necessary to be stated therein in order to make the statements
therein not misleading in any material respect, or of the necessity to amend or
supplement the Prospectus (as then amended or supplemented, if amended or
supplemented) in order to comply with the Act or any other law.

7. Representations and Warranties of the Company. The Company represents and
warrants to each Underwriter that:

(a) Each Prepricing Prospectus included as part of the registration
statement as originally filed or as part of any amendment or supplement
thereto, or filed pursuant to Rule 424 under the Act, complied as to form when
so filed in all material respects with the provisions of the Act. The
Commission has not issued any order preventing or suspending the use of any
Prepricing Prospectus.

(b) The Registration Statement in the form in which it became or becomes
effective and also in such form as it may be when any post-effective amendment
thereto or any Abbreviated Registration Statement shall become effective and
the prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Act, complied or will comply in all
material respects with the provisions of the Act and did not or will not at any
such times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except that this representation and warranty does not
apply to statements in or omissions from the registration statement or the
prospectus made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by or on behalf of any
Underwriter through you expressly for use therein.

(c) All the outstanding shares of Common Stock of the Company have been
duly authorized and validly issued, are fully paid and nonassessable and are
free of any preemptive or similar rights; the Shares to be issued and sold by
the Company have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and free of any preemptive or
similar rights; and the capital stock of the Company

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<PAGE> 12

conforms to the description thereof in the registration statement and the
prospectus.

(d) Each of (i) the Merger Agreement dated October 30, 1996 between the
Company and SPR Chicago Inc. (the "Chicago Merger Agreement") and (ii) the
Merger Agreements, each dated October 31, 1996, between the Company and the
following entities: (A) SPR-Wisconsin, Inc., (B) Systems and Programming
Resources, Inc. ("Systems Inc.") and Consulting Acquisition, Inc. ("Data
Flex"), and (C) Systems & Programming Resources of Tulsa, Inc. (each of the
agreements described in the foregoing subclause (ii), the "Second Merger
Agreements" and, collectively with the Chicago Merger Agreement, the "Merger
Agreements") has been duly and validly authorized, executed and delivered by
each of the parties thereto and constitutes the valid and legally binding
agreement of each party thereto, enforceable against such party in accordance
with its terms, except to the extent that enforceability thereof may be limited
by applicable bankruptcy, insolvency or other similar laws relating to or
affecting creditors' rights and remedies generally or by general equitable
principles. All necessary consents, approvals, assignments and other
authorizations of (1) governmental authorities and creditors and (2) material
lessors, clients, vendors and other third parties doing business with any of
the parties to the Merger Agreements that are necessary in order to effect the
transactions contemplated by the Merger Agreements (the "Reorganizations"), and
for the Company to assume and continue the businesses of each of SPR Chicago,
Inc., SPR-Wisconsin, Inc., SPR Tulsa, Inc., Systems and Programming Resources,
Inc. and Data Flex, Inc. (collectively, the "Constituent Corporations"),
without interruption or delay, have been obtained. The Reorganization
contemplated by the Chicago Merger Agreement was consummated on October 30,
1996 and the Reorganizations contemplated by the Second Merger Agreements were
consummated on October 31, 1996. Subject to any potential indemnification
obligations of the Company pursuant to the Tax Indemnification Agreements to be
entered into between the Company and the stockholders of the Constituent
Corporations described in the Prospectus under the heading "Certain
Transactions", a form of which has been filed as an exhibit to the Registration
Statement, the Company has no liabilities or obligations of any kind whatsoever
to the former stockholders of the Constituent Corporations in their capacities
as former stockholders of such corporations. Other than as described in the
financial statements contained in the Prospectus, the Company will not incur
any material liability for the payment of any taxes as a result of the
Reorganizations.

(e) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of

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<PAGE> 13

Delaware with full corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Registration
Statement and the Prospectus, and is duly registered and qualified to conduct
its business and is in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the
Company. The Company does not own or control, directly or indirectly, any
subsidiary (as defined in the rules and regulations promulgated under the Act).

(f) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or to which the
Company or any of its properties is subject, that are required to be described
in the Registration Statement or the Prospectus but are not described as
required, and there are no agreements, contracts, indentures, leases or other
instruments that are required to be described in the Registration Statement or
the Prospectus or to be filed as an exhibit to the Registration Statement that
are not described or filed as required by the Act.

(g) The Company is not (i) in violation of its certificate of
incorporation or by-laws, or other organizational documents, (ii) in violation
of any law, ordinance, administrative or governmental rule or regulation
applicable to the Company, or of any decree of any court or governmental agency
or body having jurisdiction over the Company, except any such violation(s)
that, individually or in the aggregate, could not have a material adverse
effect on the condition (financial or other), business, net worth or results of
operations of the Company, or (iii) in default in any material respect in the
performance of any obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any material
agreement, indenture, lease or other instrument to which it is a party or by
which the Company or any of its properties may be bound.

(h) Neither the issuance and sale of the Shares, the execution, delivery
or performance of this Agreement by the Company nor the consummation by the
Company of the transactions contemplated hereby (A) requires any consent,
approval, authorization or other order of or registration or filing with, any
court, regulatory body, administrative agency or other governmental body,
agency or official (except such as may be required for the registration of the
Shares under the Act and the Exchange Act and compliance with the securities or
Blue Sky laws of various jurisdictions) or conflicts or will conflict with or
constitutes or

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<PAGE> 14

will constitute a breach of, or a default under, the certificate of
incorporation or bylaws, or other organizational documents, of the Company or
(B) conflicts or will conflict with or constitutes or will constitute a breach
of, or a default under, any agreement, indenture, lease or other instrument to
which the Company is a party or by which its properties may be bound, or (C)
violates or will violate any statute, law, rule, regulation, judgment,
injunction, order or decree applicable to the Company or any of its properties,
or will result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to the terms of any
agreement or instrument to which it is a party or by which it may be bound, or
to which any of its property or assets is subject, except any such violations
that, individually or in the aggregate, could not have a material adverse
effect on the condition (financial or other), business, net worth or results of
operations of the Company.

(i) The accountants, Arthur Andersen LLP, who have certified the Company's
balance sheets as of December 31, 1995 and 1996 and the related statements of
operations, stockholders' equity and cash flow for each of the three fiscal
years in the period ending on December 31, 1996 (which include the financials
of the Constituent Corporations), and the related supplementary schedule,
included in the Registration Statement and the Prospectus (or any amendment or
supplement thereto), are independent public accountants as required by the Act.

(j) The historical financial statements and pro forma financial statements
(whether for a full fiscal year or any interim period thereof), together with
the related schedules and notes, included in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) comply as to form in all
material respects with the requirements of the Act. Such historical financial
statements, together with related schedules and notes, (i) present fairly the
financial position, results of operations and changes in financial position of
the Company on the basis stated in the Registration Statement at the respective
dates or for the respective periods to which they apply and (ii) have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein. Such pro forma financial statements, together with the related
schedules and notes, (A) have been prepared on a basis consistent with such
historical financial statements, except for the pro forma adjustments specified
therein, and (B) give effect to the pro forma adjustments specified therein,
which adjustments are based on reasonable assumptions and have been properly
applied to the historical financial statements. The other financial and
statistical information and data included in the Registration Statement and the
Prospectus (and any amendment or

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<PAGE> 15

supplement thereto), historical and pro forma, are, in all material respects,
accurately presented and prepared on a basis consistent with such financial
statements and the books and records of the Company.

(k) The execution and delivery of, and the performance by the Company of
its obligations under, this Agreement have been duly and validly authorized by
the Company and this Agreement has been duly executed and delivered by the
Company and constitutes the valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforceability thereof may be limited by applicable bankruptcy,
insolvency or other similar laws relating to or affecting creditors' rights and
remedies generally and except to the extent that rights to indemnity and
contribution under this Agreement may be limited by federal or state securities
laws or by general equitable principles.

(l) Except as disclosed in the Registration Statement and the Prospectus
(or any amendment or supplement thereto), subsequent to the respective dates as
of which such information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), (i) the Company has not
incurred any liability or obligation, direct or contingent, or entered into any
transaction, not in the ordinary course of business, that in any of such cases
is material, individually or in the aggregate, to the Company, and (ii) there
has not been any change in the capital stock, or material increase in the
short-term debt or long-term debt, of the Company, or any material adverse
change, or any development involving or which may involve, a prospective
material adverse change, in the condition (financial or other), business, net
worth or results of operations of the Company.

(m) The Company owns no real property. The Company has good and
marketable title to all personal property described in the Prospectus as being
owned by it, free and clear of all liens, claims, security interests or other
encumbrances, except the following: (i) the Company's line of credit as
described in the Prospectus, which is secured by substantially all of the
Company's assets, (ii) office furniture leased by the Company, as described in
the Notes to the audited Financial Statements contained in the Prospectus,
(iii) such liens, claims, security interests or other encumbrances that are
described in the Registration Statement and the Prospectus, or in any document
filed as an exhibit to the Registration Statement, (iv) liens for taxes not yet
due and payable, or (v) any liens, claims, security interests or other
encumbrances that, individually or in the aggregate, could not have a material
adverse effect on the condition (financial or other), business, net worth or
results of operations of the Company. All

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<PAGE> 16

of the property described in the Prospectus as being held under lease by the
Company is held by it under leases that are valid, subsisting and enforceable
against the Company, except to the extent that enforceability thereof may be
limited by applicable bankruptcy, insolvency or other similar laws relating to
or affecting creditors' rights and remedies generally or by general equitable
principles, and, to the best knowledge of the Company, are valid, subsisting
and enforceable against the other parties thereto.

(n) The Company has not distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Shares,
will not distribute any offering material in connection with the offering and
sale of the Shares other than the Registration Statement, the Prepricing
Prospectus, the Prospectus or other materials, if any, permitted by the Act.

(o) The Company has such permits, licenses, franchises and authorizations
of governmental or regulatory authorities ("permits") as are necessary to own
its respective properties and to conduct its business in the manner described
in the Prospectus, subject to such qualifications as may be set forth in the
Prospectus and except such permits the lack of which, individually or in the
aggregate, could not have a material adverse effect on the condition (financial
or other), business, net worth or results of operations of the Company; the
Company has fulfilled and performed all its material obligations with respect
to such permits and no event has occurred which allows, or after notice or
lapse of time would allow, revocation or termination thereof or results in any
other material impairment of the rights of the holder of any such permit,
subject in each case to such qualification as may be set forth in the
Prospectus; and, except as described in the Prospectus, none of such permits
contains any restriction that is materially burdensome to the Company.

(p) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(q) To the Company's knowledge, neither the Company nor any of its
employees or agents has made any payment of funds of the

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<PAGE> 17

Company or received or retained any funds in violation of any law, rule or
regulation, which payment, receipt or retention of funds is of a character
required to be disclosed in the Prospectus.

(r) The Company has filed all tax returns required to be filed, which
returns are complete and correct in all material respects, and the Company is
not in default in the payment of any taxes which were payable pursuant to such
returns or any assessments with respect thereto. Each of SPR Chicago, Inc.,
SPR-Wisconsin, Inc., SPR Tulsa, Inc., Systems Inc. and Data Flex validly
elected to be an S corporation under federal income tax law and since January
14, 1994, with respect to SPR Chicago, Inc., August 30, 1994, with respect to
SPR-Wisconsin, Inc., September 15, 1994, with respect to SPR Tulsa, Inc.,
December 25, 1986, with respect to Systems Inc., and October 29, 1990, with
respect to Data Flex, each such S corporation election has continued in full
force and effect without interruption through the Reorganizations and through
the date hereof. For purposes of this Section 7(r), "S corporation" means a
corporation with respect to which a valid election has been made under Section
1362 of the Internal Revenue Code of 1986, as amended, and any corresponding
provision of state, local or foreign law.

(s) No holder of any security of the Company has any right to require
registration of shares of Common Stock or any other security of the Company (i)
because of the filing of the registration statement or consummation of the
transactions contemplated by this Agreement or (ii) subsequent to the
consummation of the transactions contemplated by this Agreement.

(t) The Company owns or possesses rights to use all patents, trademarks,
trademark registrations, service marks, service mark registrations, trade
names, copyrights, licenses, inventions, trade secrets and rights (i) described
in the Prospectus as being owned or possessed by it or (ii) necessary for the
conduct of its business, except any of such rights the lack of which,
individually or in the aggregate, could not have a material adverse effect on
the condition (financial or other), business, net worth or results of
operations of the Company, and the Company is not aware of any claim to the
contrary or any challenge by any other person to the rights of the Company with
respect to the foregoing.

(u) The Company is not now, and after sale of the Shares to be sold by it
hereunder and application of the net proceeds from such sale as described in
the Prospectus under the caption "Use of Proceeds" will not be, an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

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<PAGE> 18

(v) The Company has complied with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with
Cuba.

8. Representations and Warranties of the Selling Stockholders. Each Selling
Stockholder severally represents and warrants to each Underwriter, and in each
case solely with respect to such Selling Stockholder and the Shares to be sold
by such Selling Stockholder hereunder, that:

(a) Such Selling Stockholder now has, and on the Closing Date and any
Option Closing Date will have, valid and marketable title to the Shares to be
sold by such Selling Stockholder, free and clear of any lien, claim, community
property right, voting trust agreement, security interest or other encumbrance,
including, without limitation, any restriction on transfer.

(b) Such Selling Stockholder now has, and on the Closing Date and any
Option Closing Date will have, full legal right, power and authorization, and
any approval required by law, to sell, assign transfer and deliver such Shares
in the manner provided in this Agreement, and upon delivery of and payment for
such Shares hereunder, the several Underwriters will acquire valid and
marketable title to such Shares free and clear of any lien, claim, community
property right, voting trust agreement, security interest, or other
encumbrance.

(c) This Agreement and the Custody Agreement have been duly authorized,
executed and delivered by or on behalf of such Selling Stockholder and are the
valid and binding agreements of such Selling Stockholder enforceable against
such Selling Stockholder in accordance with their terms, except to the extent
that enforceability may be limited by applicable bankruptcy, insolvency or
other similar laws relating to or affecting creditors' rights and remedies
generally and except to the extent that rights to indemnity and contribution
under this Agreement may be limited by federal or state securities laws or by
principles of public policy.

(d) Neither the execution and delivery of this Agreement or the Custody
Agreement by or on behalf of such Selling Stockholder nor the consummation of
the transactions herein or therein contemplated by or on behalf of such Selling
Stockholder (i) requires any consent, approval, authorization or order of, or
filing or registration with, any court, regulatory body, administrative agency
or other governmental body, agency or official (except such as may be required
under the Act or such as may be required under state securities or Blue Sky
laws governing the purchase and distribution of the Shares) or (ii) conflicts
or

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<PAGE> 19

will conflict with or constitutes or will constitute a breach of, or default
under, or violates or will violate (A) any agreement, indenture or other
instrument to which such Selling Stockholder is a party, by which such Selling
Stockholder is or may be bound or to which any of such Selling Stockholder's
property or assets is subject, or (B) any statute, law, rule, regulation,
ruling, judgment, injunction, order or decree applicable to such Selling
Stockholder or to any property or assets of such Selling Stockholder, except
any such statutes, laws, rules, regulations, rulings, judgments, injunctions,
orders or decrees the violation of which, individually or in the aggregate,
could not (1) have a material adverse effect on such Selling Stockholder's
ability to consummate the transactions contemplated in this Agreement or in the
Custody Agreement or (2) result in the breach by such Selling Stockholder of
any representation or warranty contained herein or therein.

(e) The Registration Statement and the Prospectus, insofar as they relate
to such Selling Stockholder, do not and will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.

(f) Although such Selling Stockholder has not undertaken (and has no duty
to undertake) to determine independently, and does not assume any
responsibility for information contained in the Registration Statement or the
Prospectus (except for information contained therein under the heading
"Principal and Selling Stockholders" relating to such Selling Stockholder),
nothing has come to the attention of such Selling Stockholder that has caused
such Selling Stockholder to believe, and such Selling Stockholder does not have
any knowledge or any reason to believe, that the Registration Statement or the
Prospectus (or any amendment or supplement thereto) contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.

(g) The representations and warranties of such Selling Stockholder in the
Custody Agreement are, and on the Closing Date and any Option Closing Date will
be, true and correct in all material respects.

(h) Such Selling Stockholder has not taken, directly or indirectly, any
action designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares, except for the lock-up arrangements described
in the Prospectus.

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<PAGE> 20

9. Indemnification and Contribution.

(a) The Company and each Selling Stockholder, jointly and severally, agree
to indemnify and hold harmless each of you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs
of investigation and reasonable fees and disbursements of counsel) arising out
of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Prepricing Prospectus or in the Registration Statement or
the Prospectus, or in any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or expenses arise out of or are based
upon any untrue statement or omission or alleged untrue statement or omission
which has been made therein or omitted therefrom in reliance upon and in
conformity with the information relating to such Underwriter furnished in
writing to the Company by or on behalf of any Underwriter through you expressly
for use in connection therewith; provided, however, that the indemnification
contained in this paragraph (a) with respect to any Prepricing Prospectus shall
not inure to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) on account of any such loss, claim, damage,
liability or expense arising from the sale of the Shares by such Underwriter to
any person if a copy of the Prospectus shall not have been delivered or sent to
such person within the time required by the Act and the regulations thereunder,
and the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in such Prepricing Prospectus was
corrected in the Prospectus, provided that the Company has delivered the
Prospectus to the several Underwriters in requisite quantity on a timely basis
to permit such delivery or sending. The foregoing indemnity agreement shall be
in addition to any liability which the Company or any Selling Stockholder may
otherwise have.

(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company or any Selling Stockholder, such
Underwriter or such controlling person shall promptly notify the parties
against whom indemnification is being sought (the "indemnifying parties"), and
such indemnifying parties shall assume the defense thereof, including the
employment of counsel and payment of all fees and expenses. Such Underwriter
or any such controlling person shall have the right to employ separate counsel
in any such action, suit

- 20 -
<PAGE> 21

or proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Underwriter or such
controlling person unless (i) the indemnifying parties have agreed in writing
to pay such fees and expenses, (ii) the indemnifying parties have failed to
assume the defense and employ counsel, or (iii) the named parties to any such
action, suit or proceeding (including any impleaded parties) include both such
Underwriter or such controlling person and the indemnifying parties and such
Underwriter or such controlling person shall have been advised in writing by
its counsel that representation of such indemnified party and any indemnifying
party by the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel
has been proposed) due to actual or potential differing interests between them
(in which case the indemnifying party shall not have the right to assume the
defense of such action, suit or proceeding on behalf of such Underwriter or
such controlling person). It is understood, however, that the indemnifying
parties shall, in connection with any one such action, suit or proceeding, or
separate but substantially similar or related actions, suits or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Underwriters and controlling persons, which firm shall be designated
in writing by Smith Barney Inc., and that all such reasonable fees and expenses
shall be reimbursed as they are incurred. The indemnifying parties shall not
be liable for any settlement of any such action, suit or proceeding effected
without their written consent, but if settled with such written consent, or if
there be a final judgment for the plaintiff in any such action, suit or
proceeding, the indemnifying parties agree to indemnify and hold harmless any
Underwriter, to the extent provided in the preceding paragraph, and any such
controlling person from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

(c) The aggregate liability of each Selling Stockholder under this
Agreement, including with respect to the indemnification and contribution
provisions contained in Section 9, shall be limited to the aggregate proceeds
received by such Selling Stockholder from the Underwriters for the sale of the
Shares sold by such Selling Stockholder hereunder.

(d) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the
Registration Statement, each Selling Stockholder, and any person who controls
the Company or any Selling Stockholder within the meaning of Section 15 of the
Act or Section

- 21 -
<PAGE> 22

20(a) of the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Selling Stockholders to each Underwriter, but only with
respect to information relating to such Underwriter furnished in writing by or
on behalf of such Underwriter through you expressly for use in the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment or
supplement thereto. If any action, suit or proceeding shall be brought against
the Company, any of its directors, any such officer, any Selling Stockholder,
or any such controlling person based on the Registration Statement, the
Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto, and in respect of which indemnity may be sought against any
Underwriter pursuant to this paragraph (d), such Underwriter shall have the
rights and duties given to the Company by paragraph (b) above (except that if
the Company shall have assumed the defense thereof such Underwriter shall not
be required to do so, but may employ separate counsel therein and participate
in the defense thereof, but the fees and expenses of such counsel shall be at
such Underwriter's expense), and the Company, its directors, any such officer,
the Selling Stockholder, and any such controlling person shall have the rights
and duties given to the Underwriters by paragraph (b) above. The foregoing
indemnity agreement shall be in addition to any liability which any Underwriter
may otherwise have.

(e) If the indemnification provided for in this Section 9 is unavailable
to an indemnified party under paragraphs (a) or (d) hereof in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Selling Stockholders on the one hand and the Underwriters on the other hand
from the offering of the Shares, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholders
on the one hand and the Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Stockholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling
Stockholders bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover

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<PAGE> 23

page of the Prospectus; provided that, in the event that the Underwriters shall
have purchased any Additional Shares hereunder, any determination of the
relative benefits received by the Company, the Selling Stockholders or the
Underwriters from the offering of the Shares shall include the net proceeds
(before deducting expenses) received by the Company and the Selling
Stockholders, and the underwriting discounts and commissions received by the
Underwriters, from the sale of such Additional Shares, in each case computed on
the basis of the respective amounts set forth in the notes to the table on the
cover page of the Prospectus. The relative fault of the Company and the
Selling Stockholders on the one hand and the Underwriters on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Selling Stockholders on the one hand or by the Underwriters on the other hand
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

(f) The Company, the Selling Stockholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 9
were determined by a pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (e)
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities and expenses referred to in paragraph (e)
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 9, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of the Shares underwritten by it and distributed to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to
this Section 9 are several in proportion to the respective numbers of Firm
Shares set forth opposite their names in Schedule II hereto (or such numbers of
Firm Shares increased as set forth in Section 12 hereof) and not joint.

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<PAGE> 24

(g) No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action,
suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding.

(h) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 9 and the
representations and warranties of the Company and the Selling Stockholders set
forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter, the Company, its directors or officers
or the Selling Stockholders or any person controlling the Company, (ii)
acceptance of any Shares and payment therefor hereunder, and (iii) any
termination of this Agreement. A successor to any Underwriter or any person
controlling any Underwriter, or to the Company, its directors or officers, or
any person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
9.

10. Conditions of Underwriters' Obligations. The several obligations of the
Underwriters to purchase the Firm Shares hereunder are subject to the following
conditions:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
(or an Abbreviated Registration Statement) to be declared effective before the
offering of the Shares may commence, the registration statement or such
post-effective amendment or Abbreviated Registration Statement shall have
become effective not later than 5:30 P.M., New York City time, on the date
hereof, or at such later date and time as shall be consented to in writing by
you; all filings, if any, required by Rules 424 and 430A under the Act shall
have been timely made; no stop order suspending the effectiveness of the
registration statement shall have been issued and no proceeding for that
purpose shall have been instituted or, to the knowledge of the Company or any
Underwriter, threatened by the Commission, and any request of the Commission
for additional information (to be included in the registration statement or the
prospectus or otherwise) shall have been complied with to your reasonable
satisfaction.

- 24 -
<PAGE> 25

(b) Subsequent to the effective date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective
change, in or affecting the condition (financial or other), business,
properties, net worth, or results of operations of the Company not contemplated
by the Prospectus, which in your reasonable opinion, as Representatives of the
several Underwriters, would materially, adversely affect the market for the
Shares, or (ii) any event or development relating to or involving the Company
or any officer or director of the Company or any Selling Stockholder which
makes any statement made in the Prospectus untrue or which, in the reasonable
opinion of the Company and its counsel or the Underwriters and their counsel,
requires the making of any addition to or change in the Prospectus in order to
state a material fact required by the Act or any other law to be stated therein
or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development,
in your reasonable opinion, as Representatives of the several Underwriters,
would materially adversely affect the market for the Shares.

(c) You shall have received on the Closing Date, an opinion of Wildman,
Harrold, Allen & Dixon, counsel for the Company and the Selling Stockholders,
dated the Closing Date and addressed to you, as Representatives of the several
Underwriters, to the effect that:

(i) The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Prospectus (and any
amendment or supplement thereto), and is duly registered and qualified to
conduct its business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the
Company. The Company does not own or control, directly or indirectly, any
subsidiary (as defined in Rule 405 promulgated under the Act).

(ii) The authorized and outstanding capital stock of the Company is as set
forth under the caption "Capitalization" in the Prospectus; and the authorized
capital stock of the Company conforms in all material respects as to legal
matters to the description thereof contained in the Prospectus under the
caption "Description of Capital Stock."

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<PAGE> 26

(iii) All the shares of capital stock of the Company outstanding prior to
the issuance of the Shares to be issued and sold by the Company hereunder, have
been duly authorized and validly issued, and are fully paid and nonassessable.

(iv) The Shares to be issued and sold to the Underwriters by the Company
hereunder have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and the Underwriters will
acquire good and marketable title to such Shares free and clear of any adverse
claim, assuming the each Underwriter purchases such Shares in good faith
without notice of any adverse claim.

(v) The form of certificates for the Shares conforms to the requirements of
the Delaware General Corporation Law.

(vi) The Registration Statement and all post-effective amendments, if any,
have become effective under the Act and, to the best knowledge of such counsel,
no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose are pending before or
contemplated by the Commission; and any required filing of the Prospectus
pursuant to Rule 424(b) has been made in accordance with Rule 424(b).

(vii) The Company has corporate power and authority to enter into this
Agreement and to issue, sell and deliver the Shares to be sold by it to the
Underwriters as provided herein, and this Agreement has been duly authorized,
executed and delivered by the Company and is a valid, legal and binding
agreement of the Company, enforceable against the Company in accordance with
its terms, except as enforcement of rights to indemnity and contribution
hereunder may be limited by Federal or state securities laws or principles of
public policy and subject to the qualification that the enforceability of the
Company's obligations hereunder may be limited by bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights generally or by general equitable principles.

(viii) The Company is not in violation of its certificate of incorporation
or bylaws, or other organizational documents, or to the best knowledge of such
counsel, is not in default in the performance of any material obligation,
agreement or condition contained in any bond, debenture, note or other evidence
of indebtedness, except as may be disclosed in the Prospectus.

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<PAGE> 27

(ix) None of the offer, sale or delivery of the Shares by the Company, the
execution, delivery or performance of this Agreement, compliance by the Company
with the provisions hereof, or consummation by the Company of the transactions
contemplated hereby (A) conflicts with or constitutes a breach of, or a default
under, the certificate of incorporation or bylaws, or other organizational
documents, of the Company, or any agreement, indenture, lease or other
instrument to which the Company is a party or by which it or any of its
properties is bound that is an exhibit to the Registration Statement, or that
is material and that is known to such counsel, (B) will result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Company under any agreement, indenture, lease or other instrument to which
the Company is a party or by which it or any of its properties is bound that is
an exhibit to the Registration Statement, or that is material and that is known
to such counsel, or (C) will result in any violation of any existing law,
regulation, ruling (assuming compliance with all applicable state securities
and Blue Sky laws), judgment, injunction, order or decree known to such
counsel, applicable to the Company or any of its properties, except for any
violation which, individually or in the aggregate, would not have a material
adverse effect on the condition (financial or other), business, net worth or
results of operations of the Company.

(x) No consent, approval, authorization or other order of, or registration
or filing with, any court, regulatory body, administrative agency or other
governmental body, agency, or official is required on the part of the Company
(except as have been obtained under the Act and the Exchange Act or such as may
be required under state securities or Blue Sky laws governing the purchase and
distribution of the Shares) for the valid issuance and sale of the Shares by
the Company to the Underwriters as contemplated by this Agreement.

(xi) The Registration Statement and the Prospectus and any supplements or
amendments thereto (except for the financial statements and the notes thereto
and the schedules and other financial data included therein, as to which such
counsel need not express any opinion) comply as to form in all material
respects with the requirements of the Act.

(xii) To the best knowledge of such counsel, (A) other than as described or
contemplated in the Prospectus (or any supplement thereto), there are no legal
or governmental proceedings pending or threatened against the Company, or to
which the Company or any of its property, is subject, which are required to be
described in the Registration Statement or Prospectus (or any amendment or
supplement thereto) and (B) there are no agreements,

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<PAGE> 28

contracts, indentures, leases or other instruments, that are required to be
described in the Registration Statement or the Prospectus (or any amendment or
supplement thereto) or to be filed as an exhibit to the Registration Statement
that are not described or filed as required, as the case may be.

(xiii) To the best knowledge of such counsel, the Company is not in violation
of any law, ordinance, administrative or governmental rule or regulation
applicable to the Company or of any decree of any court or governmental agency
or body having jurisdiction over the Company, except for any violation which,
individually or in the aggregate, would not have a material adverse effect on
the condition (financial or other), business, net worth or results of
operations of the Company.

(xiv) The statements in the Registration Statement and Prospectus, insofar
as they are descriptions of contracts, agreements or other legal documents, or
refer to statements of law or legal conclusions, are accurate and present
fairly the information required to be shown.

(xv) This Agreement and the Custody Agreement have each been duly executed
and delivered by or on behalf of each of the Selling Stockholders and are valid
and binding agreements of each Selling Stockholder enforceable against each
Selling Stockholder in accordance with their terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or other
similar laws relating to or affecting creditors' rights and remedies generally
or by general equitable principles and except as enforcement of rights to
indemnity and contribution hereunder may be limited by Federal or state
securities laws or by principles of public policy.

(xvi) Each Selling Stockholder has full legal right, power and
authorization, and any approval required by law (except as may be required
under state securities or Blue Sky laws governing the purchase and distribution
of the Shares), to sell, assign, transfer and deliver valid and clear title to
the Shares which such Selling Stockholder has agreed to sell pursuant to this
Agreement.

(xvii) The execution and delivery of this Agreement and the Custody Agreement
by the Selling Stockholders and the consummation of the transactions
contemplated hereby and thereby will not conflict with, violate, result in a
breach of or constitute a default under the terms or provisions of any
agreement, indenture, mortgage or other instrument known to such counsel to
which any Selling Stockholder is a party or by which any of them or any of
their assets or property is bound, or any court

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<PAGE> 29

order or decree known to such counsel, or any law, rule, or regulation
applicable to any Selling Stockholder or to any of the property or assets of
any Selling Stockholder.

(xviii) Upon delivery of the Shares to be sold by the Selling Stockholders
pursuant to this Agreement against payment therefor as contemplated herein the
Underwriters will acquire good and marketable title to such Shares free and
clear of any adverse claim, assuming that each Underwriter purchases such
Shares in good faith without notice of any adverse claim.

(xix) Each of SPR Chicago, Inc., SPR-Wisconsin, Inc., SPR Tulsa, Inc.,
Systems Inc. and Data Flex validly elected to be an S corporation under Section
1362 of the Internal Revenue Code of 1986, as amended, on January 14, 1994,
with respect to SPR Chicago, Inc., August 30, 1994, with respect to
SPR-Wisconsin, Inc., September 15, 1994, with respect to SPR Tulsa, Inc.,
December 25, 1986, with respect to Systems Inc., and October 29, 1990, with
respect to Data Flex. To the best knowledge of such counsel after due inquiry,
the Company has not revoked its election to be treated as an S corporation
under Section 1362 of the Internal Revenue Code of 1986, as amended.

(xx) The Reorganizations have been consummated and the Company possesses
all necessary consents, approvals, assignments and other authorizations of (i)
any governmental authorities and creditors with jurisdiction over any of the
Constituent Corporations or the Company and (ii) to the best knowledge of such
counsel after due inquiry, material lessors, clients, vendors and other third
parties doing business with any of the parties to the Merger Agreements that
were and are necessary for the Company to continue the businesses of each of
the Constituent Corporations, without any material adverse interruption or
delay.

(xxi) Such counsel shall further state that, based upon such counsel's
participation in the preparation of the Registration Statement and the
Prospectus, and any amendment or supplement thereto, and upon such counsel's
review and discussion of the contents thereof, but without independent check or
verification or the accuracy or completeness thereof except as specified,
nothing has come to the attention of such counsel that has caused them to
believe that the Registration Statement at the time the Registration Statement
became effective, or the Prospectus, as of its date and as of the Closing Date
or the Option Closing Date, as the case may be (except for financial statements
and the notes thereto and the schedules and other financial data included
therein), contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein

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<PAGE> 30

or necessary to make the statements therein not misleading or that any
amendment or supplement to the Prospectus (except for financial statements and
the notes thereto and the schedules and other financial data included therein),
as of its respective date, and as of the Closing Date or the Option Closing
Date, as the case may be, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

In rendering their opinion as aforesaid, counsel may rely upon an opinion or
opinions, each dated the Closing Date, of other counsel retained by them or the
Company as to laws of any jurisdiction other than the United States or the
States of Illinois, Delaware or Wisconsin, provided that (1) each such local
counsel is acceptable to the Representatives, (2) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion is
delivered to the Representatives and is, in form and substance, satisfactory to
them and their counsel, and (3) counsel shall state in their opinion that they
believe that they and the Underwriters are justified in relying thereon.

(d) You shall have received on the Closing Date an opinion of Neal, Gerber
& Eisenberg, counsel for the Underwriters, dated the Closing Date and addressed
to you, as Representatives of the several Underwriters, with respect to the
matters referred to in clauses (iv), (vi), (vii), (xi) and (xxi) of the
foregoing paragraph (c) and such other related matters as you may request.

(e) You shall have received letters addressed to you, as Representatives
of the several Underwriters, and dated the date hereof and the Closing Date,
from Arthur Andersen LLP, independent certified public accountants,
substantially in the forms heretofore approved by you. If (i) the letter from
Arthur Andersen LLP dated the date hereof discloses any material adverse
decreases or increases, as the case may be, in the specified items that are not
disclosed in the Prospectus, or (ii) the letter from Arthur Andersen LLP dated
the Closing Date discloses any material adverse decreases or increases, as the
case may be, in the specified items from its letter dated the date hereof or
that are not disclosed in the Prospectus, then the Company shall explain and
substantiate such decreases or increases to the reasonable satisfaction of the
Underwriters. If, in the reasonable judgment of the Underwriters, such
increases or decreases make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares on the terms and in the manner
contemplated by the Prospectus, the Representatives may terminate this
Agreement.

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<PAGE> 31

(f) (i) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been taken or, to the knowledge of the Company, shall be contemplated by the
Commission at or prior to the Closing Date; (ii) there shall not have been any
change in the capital stock of the Company nor any material increase in the
short-term or long-term debt of the Company (other than in the ordinary course
of business) from that set forth or contemplated in the Registration Statement
or the Prospectus (or any amendment or Supplement thereto); (iii) there shall
not have been, since the respective dates as of which information is given in
the Registration Statement and the Prospectus (or any amendment or supplement
thereto), except as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto), any material adverse
change in the condition (financial or other), business, properties, net worth
or results of operations of the Company; (iv) the Company shall not have any
liabilities or obligations, direct or contingent (whether or not in the
ordinary course of business), that are material to the Company, other than
those reflected in the Registration Statement or the Prospectus (or any
amendment or supplement thereto); and (v) all the representations and
warranties of the Company contained in this Agreement shall be true and correct
in all material respects on and as of the date hereof and on and as of the
Closing Date as if made on and as of the Closing Date, and you shall have
received a certificate, dated the Closing Date and signed by the chief
executive officer and the chief financial officer of the Company (or such other
officers as are acceptable to you), to the effect set forth in this Section
10(f) and in Section 10(h) hereof.

(g) The Company shall not have failed at or prior to the Closing Date to
have performed or complied, in all material respects, with any of its
agreements herein contained and required to be performed or complied with by it
hereunder at or prior to the Closing Date.

(h) All the representations and warranties of the Selling Stockholders
contained in this Agreement shall be true and correct in all material respects
on and as of the date hereof and on and as of the Closing Date as if made on
and as of the Closing Date, and you shall have received a certificate, dated
the Closing Date and signed by or on behalf of the Selling Stockholders to the
effect set forth in this Section 10(i) and in Section 10(j) hereof.

(i) The Selling Stockholders shall not have failed at or prior to the
Closing Date to have performed or complied, in all material respects, with any
of their agreements herein contained and required to be performed or complied
with by them hereunder at or prior to the Closing Date.

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<PAGE> 32

(j) The Shares shall have been listed or approved for listing upon notice
of issuance on the Nasdaq National Market.

(k) You shall have received a Lock-Up Letter executed by each of the
current officers and directors of the Company and by each of its current
stockholders.

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you and your counsel.

Any certificate or document signed by any officer of the Company or any
Attorney-in-Fact or any Selling Stockholder and delivered to you, as
Representatives of the Underwriters, or to counsel for the Underwriters, shall
be deemed a representation and warranty by the Company, the Selling
Stockholders or the particular Selling Stockholder, as the case may be, to each
Underwriter as to the statements made therein.

The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the satisfaction on and as of any Option Closing Date
of the conditions set forth in this Section 10, except that, if any Option
Closing Date is other than the Closing Date, the certificates, opinions and
letters referred to in paragraphs (c) through (i) shall be dated the Option
Closing Date in question and the opinions called for by paragraphs (c), (d) and
(e) shall be revised to reflect the sale of Additional Shares.

11. Expenses. The Company agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,
and each amendment or supplement to any of them; (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the registration statement, each
Prepricing Prospectus, the Prospectus, and all amendments or supplements to any
of them as may be reasonably requested for use in connection with the offering
and sale of the Shares, subject to the nine month limitation set forth in the
first sentence of Section 5(f) hereof; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, including
any stamp taxes in connection with the original issuance and sale of the
Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the
preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with

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<PAGE> 33

the offering of the Shares; (v) the registration of the Shares under the
Exchange Act and the listing of the Shares on the Nasdaq National Market; (vi)
the registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states as provided in Section 5(g)
hereof (including the reasonable fees, expenses and disbursements of counsel
for the Underwriters relating to the preparation, printing or reproduction, and
delivery of the preliminary and supplemental Blue Sky Memoranda and such
registration and qualification); (vii) the filing fees and the fees and
expenses of counsel for the Underwriters in connection with any filings
required to be made with the National Association of Securities Dealers, Inc.;
(viii) the transportation and other expenses incurred by or on behalf of
Company representatives in connection with presentations to prospective
purchasers of the Shares; and (ix) the fees and expenses of the Company's
accountants and the fees and expenses of counsel (including local and special
counsel) for the Company and the Selling Stockholders. Except as otherwise
provided elsewhere in this Agreement, the Underwriters will pay their own costs
and expenses in connection with the offering contemplated hereby, including
fees and disbursements of their counsel, travel and entertainment expenses,
stock transfer taxes payable on resale of any of the Shares by them and any
advertising expenses connected with any offers they may make, including, but
not limited to, the "tombstone" advertisement and expenses associated with the
preparation of prospectus memorabilia, if any.

12. Effective Date of Agreement. This Agreement shall become effective upon
the execution and delivery hereof by the parties hereto; provided, however,
that if, at the time this Agreement is executed and delivered, it is necessary
for the registration statement or a post-effective amendment thereto or an
Abbreviated Registration Statement to be declared effective before the offering
of the Shares may commence, then the effectiveness of this Agreement shall be
delayed until notification of the effectiveness of the registration statement
or such post-effective amendment or Abbreviated Registration Statement has been
released by the Commission. Until such time as this Agreement shall have
become effective, it may be terminated by (i) the Company, by notifying you, or
(ii) by you, as Representatives of the several Underwriters, by notifying the
Company and the Selling Stockholders.

If any one or more of the Underwriters shall fail or refuse to purchase
Shares which it or they are obligated to purchase hereunder on the Closing
Date, and the aggregate number of Shares which such defaulting Underwriter or
Underwriters are obligated but fail or refuse to purchase is not more than
one-tenth of the aggregate number of Shares which the Underwriters are
obligated to

- 33 -
<PAGE> 34

purchase on the Closing Date, each non-defaulting Underwriter shall be
obligated, severally, in the proportion which the number of Firm Shares set
forth opposite its name in Schedule II hereto bears to the aggregate number of
Firm Shares set forth opposite the names of all non-defaulting Underwriters or
in such other proportion as you may specify in accordance with Section 20 of
the Master Agreement Among Underwriters of Smith Barney Inc., to purchase the
Shares which such defaulting Underwriter or Underwriters are obligated, but
fail or refuse, to purchase. If any one or more of the Underwriters shall fail
or refuse to purchase Shares which it or they are obligated to purchase on the
Closing Date and the aggregate number of Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Shares which
the Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to you and the Company for the purchase of such Shares by one or
more non-defaulting Underwriters or other party or parties approved by you and
the Company are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter,
the Company or any Selling Stockholder. In any such case which does not result
in termination of this Agreement, either you or the Company shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and
the Prospectus or any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any such default of any such Underwriter under
this Agreement. The term "Underwriter" as used in this Agreement includes, for
all purposes of this Agreement, any party not listed in Schedule II hereto who,
with your approval and the approval of the Company, purchases Shares which a
defaulting Underwriter is obligated, but fails or refuses, to purchase.

Any notice under this Section 12 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

13. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company or any Selling Stockholder (and without liability on
the part of the Company or any Selling Stockholder to any Underwriter), by
notice to the Company, if prior to the Closing Date or any Option Closing Date
(if different from the Closing Date and then only as to the Additional Shares),
as the case may be, (i) trading in securities generally on the New York Stock
Exchange, American Stock Exchange or the Nasdaq National Market shall have been
suspended or materially limited, (ii) a general moratorium on commercial
banking

- 34 -
<PAGE> 35

activities in New York or Illinois shall have been declared by either federal
or state authorities, or (iii) there shall have occurred any outbreak or
escalation of hostilities or other international or domestic calamity, crisis
or change in political, financial or economic conditions, the effect of which
on the financial markets of the United States is such as to make it, in your
reasonable judgment, impracticable or inadvisable to commence or continue the
offering of the Shares at the offering price to the public set forth on the
cover page of the Prospectus or to enforce contracts for the resale of the
Shares by the Underwriters. Notice of such termination may be given to the
Company by telegram, telecopy or telephone and shall be subsequently confirmed
by letter.

14. Information Furnished by the Underwriters. The statements set forth in
the last paragraph on the cover page, the stabilization legend on the inside
cover page, and the statements in the first, third and final paragraphs under
the caption "Underwriting" in any Prepricing Prospectus and in the Prospectus,
constitute the only information furnished by or on behalf of the Underwriters
through you as such information is referred to in Sections 7(b) and 9 hereof.

15. Miscellaneous. Except as otherwise provided in Sections 5, 12 and 13
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at the office of the
Company at 2015 Spring Road, Suite 750, Oak Brook, Illinois 60523-1874,
Attention: Robert M. Figliulo, Chief Executive Officer; or (ii) if to the
Selling Stockholders, to Robert M. Figliulo, as Attorney-in-Fact, at the office
of the Company at 2015 Spring Road, Suite 750, Oak Brook, Illinois 60523-1874,
or (iii) if to you, as Representatives of the several Underwriters, care of
Smith Barney Inc., 388 Greenwich Street, New York, New York 10013, Attention:
Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of the several
Underwriters, the Company, its directors and officers, and the other
controlling persons referred to in Section 9 hereof and their respective
successors and assigns, to the extent provided herein, and no other person
shall acquire or have any right under or by virtue of this Agreement. Neither
the term "successor" nor the term "successors and assigns" as used in this
Agreement shall include a purchaser from any Underwriter of any of the Shares
in his status as such purchaser.

- 35 -
<PAGE> 36

16. Applicable Law; Counterparts. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois applicable to
contracts made and to be performed within the State of Illinois.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

- 36 -
<PAGE> 37

Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

SPR Inc.

By:
----------------------------------
Robert M. Figliulo,
Chief Executive Officer

Each of the Selling Stockholders
named in Schedule I hereto

By:
----------------------------------
Robert M. Figliulo, as
Attorney-in-Fact

By:
----------------------------------
David A. Figliulo, as
Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule II
hereto.

SMITH BARNEY INC.
ROBERT W. BAIRD & CO. INCORPORATED

As Representatives of the Several Underwriters

By: SMITH BARNEY INC.

By:
----------------------------------
Kevin J. Ventrudo
Managing Director

- 37 -
<PAGE> 38

SCHEDULE I

SPR INC.

Part A - Firm Shares

Name of Number of
Selling Stockholders Firm Shares

Rene Potter
John Figliulo
James Figliulo
Stephen Figliulo
Jeanne Young
Donald Figliulo
Mark Figliulo
Michael Cymbala
Eugene Figliulo
-----------
Total........
===========

Part B - Additional Shares

Name of Number of
Selling Stockholders Additional Shares

John Figliulo
Rene Potter
James Figliulo
Stephen Figliulo
Jeanne Young
Donald Figliulo
Mark Figliulo
Michael Cymbala -----------
Total........
===========

S-1
<PAGE> 39
SCHEDULE II

SPR INC.

<TABLE>
<CAPTION>
Number of
Number of Additional
Underwriter Firm Shares Shares
----------- ----------- ------
<S> <C> <C>
Smith Barney Inc. . . . . . . . . . . . . . . . . . . . . .
Robert W. Baird & Co. Incorporated . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .
=========== ==========
</TABLE>

S-2

<PAGE> 1
EXHIBIT 5.1

[LETTERHEAD OF WILDMAN, HARROLD, ALLEN & DIXON]

August 29, 1997

SPR Inc.
2015 Spring Road
Suite 750
Oak Brook, Illinois 60523-1874

Re: REGISTRATION OF 2,990,000 SHARES OF COMMON STOCK
$.01 PAR VALUE PER SHARE

Ladies & Gentlemen:

We have acted as counsel to SPR Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-1, filed by the Company with the Securities and Exchange Commission (the
"Commission") on August 1, 1997 (the "Registration Statement"). The
Registration Statement relates to the proposed sale of up to 2,990,000 shares
of the Company's Common Stock, $.01 par value per share (the "Shares"),
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into among the Company, certain selling stockholders and the
underwriters as described in the Registration Statement.

We have examined such documents and corporate and other records as we
deemed necessary for the purpose of rendering this opinion, including the
Company's Certificate of Incorporation, the Company's By-Laws, the Registration
Statement pursuant to which the Shares are to be registered under the
Securities Act of 1933, as amended (the "Act"), and records of corporate
proceedings.

Based upon the foregoing, it is our opinion that upon the execution and
delivery of the Underwriting Agreement by the Company and the selling
stockholders, (i) the 1,600,000 Shares to be offered and sold by the Company,
when sold and delivered against payment as provided in the Underwriting
Agreement, will be duly authorized, validly issued, fully paid and
non-assessable, and (ii) the 1,390,000 Shares to be offered and sold by
certain selling stockholders of the Company pursuant to the Underwriting
Agreement have been duly authorized and validly issued, and are fully paid and
non-assessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

Very truly yours,

/s/ Wildman, Harrold, Allen & Dixon

<PAGE> 1
EXHIBIT 10.1.1

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and Robert M.
Figliulo ("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

B. Employer desires to hire and retain Employee as a member of the
management team of the Employer. Employer and Employee, therefore, wish to
enter into an employment agreement (hereinafter "Agreement") which sets forth
the specific terms and conditions of Employee's employment with Employer.

C. Employee, in the course of his employment with Employer, will
frequently come into contact with Employer's clients to such an extent that he
might be able to control, in whole or in part, the business and relationships
between Employer and its clients and unless prevented from doing so could take
with him or otherwise appropriate such business and relationships.

D. Employee, during the course of his employment, will have frequent and
often close contact with Employer's corporate management staff, Professional
Technical Representatives, Account Managers, Technical Service Managers, and
other of Employer's staff and executive employees. Employee, during the course
of his employment, will also make frequent and often close contact with
prospective clients and prospective employees. Solely as a result of
Employee's position, he will gain confidential information concerning and
relating to the aforestated corporate management staff, Account Managers,
Professional Technical Representatives, other of Employer's staff and executive
employees, prospective clients and prospective employees, which information is
not generally available to Employer's competitors.

E. Employer will expend considerable time, money and other resources
recruiting, training, making instructions available to and compensating its
employees and potential employees, representatives and contractors, and the
loss of their services or potential services would constitute a substantial and
irreparable injury to Employer. Employer will expend considerable time and
money locating and establishing contacts and business relationships with
prospective clients, and

-1-

<PAGE> 2
the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

F. Employee acknowledges that during the course of his employment, he will
have access to certain secret and confidential matters belonging to Employer
including, but not limited to, Employer's marketing and financial plans and
strategies, market surveys and analyses; Employer and customer technical
information; Employer's financial statements, personnel records, and other
confidential books and records; private and confidential discussions and
discussions of the Board of Directors; plans and strategies for new services
and product development; employee and independent contractor performance
evaluations; contracts with customers, suppliers and others; business
opportunities, capital financing, litigation; lists of customers and potential
customers; promotional materials; internal operating reports; employee and
potential employee names and addresses; account projections; customer strategy
information; confidential employment and payroll data; marketing information;
employee manuals, recruiting manuals, personnel policy manuals and expense
policy manuals; billing reports, pricing information and strategies; management
methods and systems; contracts with clients, subcontractors and others; client
correspondence; resumes of existing and potential employees; customer bids and
proposals; customer expense manuals; other of Employer's confidential books and
records; client systems documentation, information concerning talents and
capabilities of client personnel and other confidential and sensitive client
information.

G. Employer will, in its business, develop commercially valuable technical
and non-technical information, the safeguarding of which, by holding the same
secret and confidential, is necessary and Employer must be protected from the
divulgence by Employee either directly or indirectly of any such information.

H. Employer's relationship with its clients, its ongoing service to them,
and the protection of confidential, unique and secret information belonging to
both the Employer and its clients are vital to the continued operation of the
Employer's business. The divulgence of any of the above stated information
would constitute an irreparable injury to Employer and for its clients.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and benefits,
pursuant to this Agreement for entry into this Agreement; (b) that the terms of
this Agreement were set by mutual negotiations between Employee and Employer;
and (c) that he understood the terms of this Agreement and agreed to be bound
by same at the time he accepted employment with Employer; (2) understands that
he need not accept employment with the Employer; that he has freely chosen to
enter into the terms of this Agreement because of his desire to take advantage
of the specific and unique employment opportunities available with the
Employer, and that entry into, adherence to and compliance with this Agreement
and its terms are conditions of his employment with Employer. Employee
acknowledges that the position which he is accepting with the Corporation is
one of great trust and confidence requiring on his part the highest degrees of
loyalty, trust, honesty and integrity.

-2-

<PAGE> 3
II. EMPLOYMENT

A. DUTIES. Employee shall serve as Chief Executive Officer and Chairman
of the Board of Directors of the Corporation and in such position shall perform
such executive duties and functions as are assigned by the Employer. The
specific title, function and responsibilities of the Employee shall be
designated by the Employer. Further, the precise services and position which
Employee shall perform or occupy for Employer or Employer's clients may be
extended or curtailed from time to time by Employer and Employee shall, at all
times, be subject to the orders, advice and direction of Employer.

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

1. Salary. During the period of the Employee's employment hereunder,
Employer shall pay to the Employee a salary which shall be established and may
be reviewed periodically by the Employer. Compensation of the Employee by
salary payments shall not be deemed exclusive and shall not prevent the
Employee from participating in any other compensation or benefit plan of the
Employer. The salary payments (including any increased salary payments)
hereunder shall not in any way limit or reduce any other obligation of the
Employer hereunder, and no other compensation, benefit or payment hereunder
shall in any way limit or reduce the obligation of the Employer to pay the
Employee's salary hereunder.

2. Expenses. During the term of the Employee's employment hereunder,
the Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Employee in performing services hereunder,
including all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Employer, provided that
such expenses are incurred and accounted for in accordance with the policies
and procedures presently established by the Employer.

In the event that Employee is required by the Corporation to relocate
his residence to a different metropolitan area than that in which he resides as
of the date of this Agreement, the Employer shall promptly reimburse Employee
for all reasonable and necessary expenses related to the relocation, which
expenses shall include all reasonable realtor fees, moving and storage fees and
costs, the costs of travel and lodging for the Employee and his spouse for up
to two house-hunting trips, temporary lodging expenses for Employee and his
family during any wait required for the purchase and/or closing of a new home,
and the costs for the Employee to travel home to visit his family from the
relocated area up to once per month.

3. Other Benefits. The Employer shall provide and maintain in full
force and effect, and the Employee shall be entitled to participate in,
employee benefit plans and arrangements which are substantially equivalent to
those in effect on the date hereof in which the

-3-

<PAGE> 4
Employee participates (including without limitation each pension and retirement
plan and arrangement, life insurance and health-and-accident plan and
arrangement, medical insurance plan, and disability plan). The Employer shall
not make any changes in such plans or arrangements which would materially and
adversely affect the Employee's rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executives of the
Employer and does not result in a proportionately greater reduction in the
rights of or benefits to the Employee as compared with any other executive of
the Employer. The Employee shall be entitled to participate in or receive
benefits under any employee benefit plan or arrangement made available by the
Employer in the future to its executives and key management employees, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Any payments or benefits (except
for payments relating to performance bonuses, if any) payable to the Employee
hereunder in respect of any calendar year during which the Employee is employed
by the Employer for less than the entire year shall, unless otherwise provided
in the applicable plan or arrangement, be prorated in accordance with the
number of days in such calendar year during which he is so employed.

4. Bonuses. Employee shall be entitled to participate in bonus plans or
programs offered by the Employer for executives who are members of the
Corporation's senior management, in accord with the requirements of said plans
or programs.

5. Stock Option and Purchase Plans. Employee shall be entitled to
participate in stock option and purchase plans or programs established by the
Employer for executives who are members of the Corporation's senior management,
in accord with the requirements of said plans or programs.

6. Vacations. During the term of this Agreement, Employee shall be
entitled to reasonable vacation periods during which his compensation shall be
paid in full. Such vacations may be taken at such time or times as the
Employee may choose, but shall be scheduled in such manner as to avoid
unreasonable interference with the performance of his duties and obligations to
the Employer. Vacation periods substantially equivalent to those taken by
Employee while performing his present duties prior to execution of this
Agreement shall be considered reasonable.

7. Facilities Furnished. The Employer shall furnish the Employee with
office space, LAN access and such other facilities and services as shall be
suitable to the Employee's position and adequate for the performance of his
duties.

8. Consideration. It is expressly agreed and understood that the
Employee's employment, all of the compensation and benefits set forth above,
and the stock in the Corporation being provided to Employee is consideration
for his agreement to all the terms of this Agreement, including, specifically,
his agreement to the restrictive covenants set forth in sub-paragraphs II. D.,
II. E., II. F. and II. G. below.

-4-

<PAGE> 5

C. BEST EFFORTS. Employee agrees that he will at all times faithfully and
industriously perform all of his duties that may be required of and from him by
Employer, that he will devote substantially his full time and exert his best
efforts in the performance of his duties and functions for the Corporation, and
that he will perform such other reasonable duties as are assigned to him
pursuant to the express and implicit terms and conditions of this Agreement to
the reasonable satisfaction of Employer. Employee further agrees that during
the term of this Agreement he will not engage in or become interested in any
other business, calling or enterprise which is or may be contrary to or in
competition with the interest, welfare or benefit of Employer.

D. NON-SOLICITATION OF BUSINESS. In addition to any obligation under any
other Paragraph of this Agreement, during the term of Employee's employment
with Employer and for a period of twelve (12) months after the date of
termination of employment with Employer, regardless of who initiated such
termination, Employee will not, directly or indirectly, whether as an
individual or for his own account or with any other person or entity of any
kind whatsoever solicit, interfere with, or endeavor to entice away or divert
from Employer any client, or any business Employer had enjoyed or solicited
from its clients during the three year period prior to termination of his
employment.

E. NON-COMPETE. In addition to any obligation under any other Paragraph
of this Agreement, during the term of Employee's employment with Employer and
for a period of twelve (12) months after the date of termination of employment
with Employer, regardless of who initiated such termination, Employee shall
not, alone, or as a member, employee or agent of any partnership, or as an
officer, agent, employee, director, stockholder (except stockholder of not more
than five percent (5%) of the outstanding stock of any company listed on a
national securities exchange or traded over the counter) or investor of any
other corporation, directly or indirectly, (i) own, manage, operate, join,
control or participate in the ownership, management, operation or control of,
or (ii) become employed by, consult or advise, or (iii) be connected in any
manner with, any business or activity which involves or relates to the sale or
marketing of products or services which are substantially similar to, the same
as, or serve the same function as, those sold or marketed by the Employer, and
which business or activity is conducted within a 50 mile radius of any office
of the Employer.

-5-

<PAGE> 6

kind whatsoever, and Employee shall not approach any such person for any such
purpose or authorize or knowingly cooperate with the taking of any such action
by any other individual, person or entity. Employer's clients are third-party
beneficiaries of aforestated covenants and shall have standing to enforce the
terms of this sub-paragraph II. F., and to seek and obtain whatever equitable
or legal remedies are necessary to make them whole, including but not limited
to all remedies provided to Employer under this Agreement.

G. CONFIDENTIALITY. In addition to any obligation under any other
Paragraph of this Agreement, Employee shall not at any time during the term of
his employment with Employer or at any time thereafter communicate, divulge or
disclose for use by himself or others any information or knowledge, disclosed
or otherwise obtained by him during his employment by Employer (including but
not limited to information and knowledge conceived, discovered or developed by
Employee) which is not generally known in the computer programming, renovation
and computer software products industry and which relates to the business of
the Employer or the business of the Employer's customers or is in the nature of
a trade or business secret of Employer, or the Employer's customers.
Confidential information shall include, in addition to the specific items so
identified in this Agreement, all information and matters designated by
Employer during the term of Employee's employment as confidential. Employer's
customers are third-party beneficiaries of the aforestated covenants contained
in this sub-paragraph II. G., and shall have standing to enforce its terms and
to seek whatever equitable or legal remedies are necessary to make them whole
including but not limited to, all remedies provided to Employer under this
Agreement or pursuant to law. Notwithstanding any other provision contained
herein, Employee shall not at any time directly or indirectly appropriate to
his own use or to the use of others any software product methodology, or
portion thereof, that Employee owned or developed during the term of Employee's
employment.

H. REASONABLENESS. Employee represents and acknowledges that the foregoing
restrictions will not prevent him from obtaining good employment in his field
of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the
foregoing restrictions. Employee further acknowledges that the
foregoing restrictions are reasonable and necessary in order to protect
Employer's legitimate interests, and that any violation thereof would result in
irreparable injury to Employer.

I. DISCLOSURE. Employee shall make the terms and conditions of this
Agreement known to any business, entity, or persons engaged in activities
competitive with Employer's business, with which he becomes associated within
two years subsequent to his termination of his employment with Employer.
Employer shall have the right to make the terms of this Agreement known to
third parties during such period.

-6-

<PAGE> 7
Employee creates, conceives or develops, whether solely or jointly with others,
which are based in whole or in part upon information Employee or any other
employee of the Employer gathers in the course of, or arising from, Employee's
employment with the Employer, shall inure to and be the property of the
Employer for its exclusive use and benefit. Employee agrees that, during and
after Employee's employment with the Employer, Employee shall fully cooperate
with the Employer to ensure that such Developments remain Employer property.
Such cooperation shall include, without limitation, the execution of
appropriate assignment documents, applications and other documents as the
Employer requests. All documents that Employee prepares, or confidential
information that might be given to Employee in the course of Employee's
employment with the Employer, are the exclusive property of the Employer. On
the Employee's termination of employment regardless of how termination is
effected, or whenever requested by the Employer, Employee shall immediately
return to the Employer, without making copies, excerpts or summaries, all of
the Employer's property, including, without limitation, all equipment,
materials, documents, agreements, files, vendor lists or files, client and
potential client lists or files, computer software or hardware, computer
programs (whether on floppy disks, mini disks, CDs or hard drives), instruction
manuals, proposals, reports, correspondence, records, business cards and all
other documents made available by the Employer, or used by Employee in
rendering services hereunder or otherwise, that is in Employee's possession or
under Employee's control.

III. REMEDIES

In the event of any violation of this Agreement Employer shall be
authorized and entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as an equitable accounting
of all profits or benefits arising out of such violation, which rights and
remedies shall be cumulative and in addition to any other rights or remedies to
which Employer may be entitled, including the right to damages directly or
indirectly sustained by Employer, and all reasonable attorneys' fees, court
costs and litigation expenses incurred in enforcing any of the provisions of
this Agreement.

IV. TERMINATION

A. Employment of Employee under this Agreement may be terminated
immediately at any time without prior notice to the other party and without
payment of any Severance Compensation (as defined below), bonus or other
compensation, other than salary and vacation benefits earned:

1. by the Employer upon the death of Employee;

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<PAGE> 8

2. by the Employer when Employee reaches mandatory retirement age under
any retirement policy applicable to all executive members of the Corporation's
senior management team, as adopted by the Employer;

3. by the Employer for just cause. For purposes of this Agreement,
"just cause" shall mean any one or more of the following: (A) Employee's
breach of his obligations, duties and responsibilities under any term or
provision of this Agreement which is materially detrimental to Employer, which
breach remains uncured for a period of five days after written notice by the
Employer to Employee; (B) Employee's gross negligence or willful misconduct in
the performance of his duties hereunder; (C) Employee's dishonesty, fraud,
misappropriation or embezzlement in the course of, related to or connected with
the business of the Employer; or (D) Employee's conviction of a felony.

If the Employee is advised that he is being terminated for just cause
and within fifteen (15) days thereafter submits to the Chief Executive Officer
(or in the case of the CEO to the Board of Directors) a written objection to
such a determination, this Section will not be applicable unless the Board of
Directors of the Employer at or before its next regularly scheduled meeting
determines by majority vote that just cause exists.

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

1. Employer may terminate Employee for any reason. In the event that
Employer terminates Employee for reasons not set forth in sub-paragraph IV. A.,
and where a Change in Control has not occurred as set forth below, Employer
shall provide to Employee Severance Compensation. Severance compensation shall
equal two (2) months of Employee's effective annual base compensation
immediately prior to the termination date for each year of Employee's
employment with the Employer, subject to a maximum severance benefit of six (6)
month's annual base compensation.

2. In the event of a Change in Control, Employer or Employee may
terminate Employee's employment and, upon such termination of employment, the
following provisions shall apply.

A. A Change in Control shall be deemed to have occurred if (i) any
"person(s)" (as such term is used in Sections 13(d) and 14(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), become(s) the
"beneficial owner(s)" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities or other interests of the Employer
representing a 50 percent or greater voting or other interest in the Employer,
or (ii) the stockholders of the Employer approve an agreement for the sale or
disposition by the Employer of all or substantially all the Employer's assets.

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<PAGE> 9

B. In the event of a Change in Control, the following Change in Control
compensation shall be provided to Employee: (i) a sum equal to one (1) year of
the Employee's effective annual base compensation immediately prior to the
termination date plus (ii) an amount equal to the prior fiscal year's annual
cash bonus, plus (iii) the equivalent cash value, at standard independent
insurance premium rates, of purchasing, as of the termination date, benefits
for the Employee on an individual basis which are equal to the Employee's
participation (including dependent coverage) in the Employer's health insurance
plan, calculated as if such benefits were continued during the one (1) year
period following the termination date, and payable in equal semi-monthly
installments over one (1) year following the termination date.

C. In the event that any payment received or to be received by the
Employee in connection with a Change in Control of Employer or the termination
of the Employee's employment (whether payable pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Employer, any
person whose actions result in a Change in Control or any person affiliated
with the Employer or such person) would not be deductible by the Employer (in
whole or in part) as a result of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), such payment shall be reduced until no portion
of the payment is not deductible as a result of Section 280G of the Code. For
purposes of this limitation (i) no portion of the payments the receipt or
enjoyment of which the Employee shall have effectively waived in writing prior
to the date of payment shall be taken into account; (ii) no portion of the
payment shall be taken into account which, in the opinion of tax counsel
selected by the Employer's independent auditors and acceptable to the Employee,
does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code, and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the payment shall be determined by the
Employer's independent auditors servicing the Employer immediately prior to
the time of a Change in Control of the Employer in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.

V. NOTICES

All notices pursuant to this Agreement must be in writing. All notices to
Employer shall be addressed to the corporate office of Employer (currently 2015
Spring Road, Suite 750, Oakbrook, Illinois 60523), ATTN: CEO, or such other
address as Employer may hereafter designate by written notice to Employee given
in accordance with this Paragraph and all notices to Employee shall be
addressed to the Employee at the office in which he is based with a copy to his
home address as last indicated in the books and records of the Employer or at
such other address as Employee may hereafter designate by written notice to
Employer given in accordance with this Paragraph. All notices shall be
considered effective on the earlier of: a) the date when delivered personally
to Employer or Employee or; b) two (2) days after deposit of said notice in the
United States mail, registered mail, postage prepaid, return receipt requested,
addressed to the address of the party to whom directed as hereinabove set
forth.

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<PAGE> 10

VI. MISCELLANEOUS

A. PRIOR AGREEMENTS. All of the terms and conditions of this Agreement
take precedence over any and all prior understandings and agreements made by
and between Employer and Employee regarding employment and the execution of
this Agreement shall constitute the termination of any and all such prior
agreements.

B. NO BREACH. Employee hereby warrants that he is not now under any legal
or contractual obligation that would conflict in any manner with the
obligations and duties he is undertaking herein, and that his execution of this
Agreement will not breach any agreement to which he is now a party.

C. SEVERABILITY. In the event any of the restrictions contained in this
Agreement are held to be in any respect an unreasonable restriction upon
Employee, then the court so holding shall alter or amend the Agreement,
including making any reduction in the territory to which it pertains and/or the
period of time in which it operates, or effect any other change to the extent
necessary to render any of the restrictions enforceable. Each of the terms and
provisions of this Agreement is and is to be deemed severable in whole or in
part and, if any term or provision or the application thereof in any
circumstances should be invalid, illegal or unenforceable, the remaining terms
and provisions or the application thereof to circumstances other than those as
to which it is held invalid, illegal or unenforceable, shall not be affected

D. CAPTIONS. The captions contained herein are solely for the convenience
of the parties and shall not be deemed to govern the meaning or intent of any
of the provision of this Agreement.

E. BINDING EFFECT; NO ASSIGNMENT. The rights and obligations of Employer
and Employee hereunder shall inure to the benefit of and be binding upon any
successor or assign of Employer. This Agreement is personal to Employee and
shall not be assigned by him to any other party whatsoever.

F. NO WAIVER. The waiver or non-enforcement by Employer of any breach of
any provision of this Agreement by Employee shall not operate or be construed
as a waiver of any subsequent breach by Employee. No waiver shall be legally
operative unless in writing and signed by an authorized agent of Employer.

G. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to the principles governing
conflicts of laws.

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<PAGE> 11
H. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute one instrument.

I. AMENDMENTS; ENTIRE AGREEMENT. This Agreement, unless stated otherwise
herein, may only be amended by the written mutual agreement of the parties
hereto. This Agreement constitutes the entire agreement between the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
----------------------------------
Robert M. Figliulo, Chief Executive Officer

EMPLOYEE:

/s/ ROBERT M. FIGLIULO
-------------------------------------
Robert M. Figliulo

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<PAGE> 1
EXHIBIT 10.1.2

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and David A.
Figliulo ("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

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<PAGE> 2

the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

F. Employee acknowledges that during the course of his employment, he
will have access to certain secret and confidential matters belonging to
Employer including, but not limited to, Employer's marketing and financial
plans and strategies, market surveys and analyses; Employer and customer
technical information; Employer's financial statements, personnel records, and
other confidential books and records; private and confidential discussions and
discussions of the Board of Directors; plans and strategies for new services
and product development; employee and independent contractor performance
evaluations; contracts with customers, suppliers and others; business
opportunities, capital financing, litigation; lists of customers and potential
customers; promotional materials; internal operating reports; employee and
potential employee names and addresses; account projections; customer strategy
information; confidential employment and payroll data; marketing information;
employee manuals, recruiting manuals, personnel policy manuals and expense
policy manuals; billing reports, pricing information and strategies; management
methods and systems; contracts with clients, subcontractors and others; client
correspondence; resumes of existing and potential employees; customer bids and
proposals; customer expense manuals; other of Employer's confidential books and
records; client systems documentation, information concerning talents and
capabilities of client personnel and other confidential and sensitive client
information.

G. Employer will, in its business, develop commercially valuable
technical and non-technical information, the safeguarding of which, by holding
the same secret and confidential, is necessary and Employer must be protected
from the divulgence by Employee either directly or indirectly of any such
information.

H. Employer's relationship with its clients, its ongoing service to
them, and the protection of confidential, unique and secret information
belonging to both the Employer and its clients are vital to the continued
operation of the Employer's business. The divulgence of any of the above
stated information would constitute an irreparable injury to Employer and for
its clients.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and
benefits, pursuant to this Agreement for entry into this Agreement; (b) that
the terms of this Agreement were set by mutual negotiations between Employee
and Employer; and (c) that he understood the terms of this Agreement and agreed
to be bound by same at the time he accepted employment with Employer; (2)
understands that he need not accept employment with the Employer; that he has
freely chosen to enter into the terms of this Agreement because of his desire
to take advantage of the specific and unique employment opportunities available
with the Employer, and that entry into, adherence to and compliance with this
Agreement and its terms are conditions of his employment with Employer.
Employee acknowledges that the position which he is accepting with the
Corporation is one of great trust and confidence requiring on his part the
highest degrees of loyalty, trust, honesty and integrity.

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<PAGE> 3

II. EMPLOYMENT

A. DUTIES. Employee shall serve as Executive Vice President of the
Corporation and in such position shall perform such executive duties and
functions as are assigned by the Employer. The specific title, function and
responsibilities of the Employee shall be designated by the Employer. Further,
the precise services and position which Employee shall perform or occupy for
Employer or Employer's clients may be extended or curtailed from time to time
by Employer and Employee shall, at all times, be subject to the orders, advice
and direction of Employer.

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

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<PAGE> 4

arrangement, life insurance and health-and-accident plan and arrangement,
medical insurance plan, and disability plan). The Employer shall not make any
changes in such plans or arrangements which would materially and adversely
affect the Employee's rights or benefits thereunder, unless such change occurs
pursuant to a program applicable to all executives of the Employer and does not
result in a proportionately greater reduction in the rights of or benefits to
the Employee as compared with any other executive of the Employer. The
Employee shall be entitled to participate in or receive benefits under any
employee benefit plan or arrangement made available by the Employer in the
future to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements. Any payments or benefits (except for payments relating
to performance bonuses, if any) payable to the Employee hereunder in respect of
any calendar year during which the Employee is employed by the Employer for
less than the entire year shall, unless otherwise provided in the applicable
plan or arrangement, be prorated in accordance with the number of days in such
calendar year during which he is so employed.

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<PAGE> 5

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<PAGE> 6

authorize or knowingly cooperate with the taking of any such action by any
other individual, person or entity. Employer's clients are third-party
beneficiaries of aforestated covenants and shall have standing to enforce the
terms of this sub-paragraph II. F., and to seek and obtain whatever equitable
or legal remedies are necessary to make them whole, including but not limited
to all remedies provided to Employer under this Agreement.

H. REASONABLENESS. Employee represents and acknowledges that the foregoing
restrictions will not prevent him from obtaining good employment in his
field of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the
foregoing restrictions. Employee further acknowledges that the foregoing
restrictions are reasonable and necessary in order to protect Employer's
legitimate interests, and that any violation thereof would result in
irreparable injury to Employer.

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<PAGE> 7

whole or in part upon information Employee or any other employee of the
Employer gathers in the course of, or arising from, Employee's employment with
the Employer, shall inure to and be the property of the Employer for its
exclusive use and benefit. Employee agrees that, during and after Employee's
employment with the Employer, Employee shall fully cooperate with the Employer
to ensure that such Developments remain Employer property. Such cooperation
shall include, without limitation, the execution of appropriate assignment
documents, applications and other documents as the Employer requests. All
documents that Employee prepares, or confidential information that might be
given to Employee in the course of Employee's employment with the Employer, are
the exclusive property of the Employer. On the Employee's termination of
employment regardless of how termination is effected, or whenever requested by
the Employer, Employee shall immediately return to the Employer, without making
copies, excerpts or summaries, all of the Employer's property, including,
without limitation, all equipment, materials, documents, agreements, files,
vendor lists or files, client and potential client lists or files, computer
software or hardware, computer programs (whether on floppy disks, mini disks,
CDs or hard drives), instruction manuals, proposals, reports, correspondence,
records, business cards and all other documents made available by the Employer,
or used by Employee in rendering services hereunder or otherwise, that is in
Employee's possession or under Employee's control.

III. REMEDIES

In the event of any violation of this Agreement Employer shall be
authorized and entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief as well as an
equitable accounting of all profits or benefits arising out of such violation,
which rights and remedies shall be cumulative and in addition to any other
rights or remedies to which Employer may be entitled, including the right to
damages directly or indirectly sustained by Employer, and all reasonable
attorneys' fees, court costs and litigation expenses incurred in enforcing any
of the provisions of this Agreement.

IV. TERMINATION

1. by the Employer upon the death of Employee;

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<PAGE> 8

If the Employee is advised that he is being terminated for just cause and
within fifteen (15) days thereafter submits to the Chief Executive Officer (or
in the case of the CEO to the Board of Directors) a written objection to such a
determination, this Section will not be applicable unless the Board of
Directors of the Employer at or before its next regularly scheduled meeting
determines by majority vote that just cause exists.

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

1. Employer may terminate Employee for any reason. In the event that
Employer terminates Employee for reasons not set forth in sub-paragraph IV. A.,
and where a Change in Control has not occurred as set forth below, Employer
shall provide to Employee Severance Compensation. Severance compensation shall
equal two (2) months of Employee's effective annual base compensation
immediately prior to the termination date for each year of
Employee's employment with the Employer, subject to a maximum severance benefit
of six (6) month's annual base compensation.

2. In the event of a Change in Control, Employer or Employee may terminate
Employee's employment and, upon such termination of employment, the following
provisions shall apply.

B. In the event of a Change in Control, the following Change in Control
compensation shall be provided to Employee: (i) a sum equal to one (1) year of
the Employee's

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<PAGE> 9

effective annual base compensation immediately prior to the termination
date plus (ii) an amount equal to the prior fiscal year's annual cash bonus,
plus (iii) the equivalent cash value, at standard independent insurance premium
rates, of purchasing, as of the termination date, benefits for the Employee on
an individual basis which are equal to the Employee's participation (including
dependent coverage) in the Employer's health insurance plan, calculated as if
such benefits were continued during the one (1) year period following the
termination date, and payable in equal semi-monthly installments over one (1)
year following the termination date.

V. NOTICES

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<PAGE> 10

VI. MISCELLANEOUS

D. CAPTIONS. The captions contained herein are solely for the convenience
of the parties and shall not be deemed to govern the meaning or intent of any
of the provision of this Agreement.

G. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to the principles governing
conflicts of laws.

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<PAGE> 11

H. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which when so executed and delivered shall be deemed an original, and such
counterparts together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
---------------------------------------
Robert M. Figliulo, Chief Executive Officer

EMPLOYEE:

/s/ DAVID A. FIGLIULO
-------------------------------------------
David A. Figliulo

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<PAGE> 1
EXHIBIT 10.1.3

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and Stephen J. Tober
("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

B. Employer desires to hire and retain Employee to be a member of the
management team of Employer. Employer and Employee, therefore, wish to enter
into an employment agreement (hereinafter "Agreement") which sets forth the
specific terms and conditions of Employee's employment with Employer.

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<PAGE> 2

the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

H. Employer's relationship with its clients, its ongoing service to them,
and the protection of confidential, unique and secret information belonging to
both Employer and its clients are vital to the continued operation of
Employer's business. The divulgence of any of the above stated information
would constitute an irreparable injury to Employer and for its clients.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and benefits,
pursuant to this Agreement for entry into this Agreement; (b) that the terms of
this Agreement were set by mutual negotiations between Employee and Employer;
and (c) that he understood the terms of this Agreement and agreed to be bound
by same at the time he accepted employment with Employer; (2) understands that
he need not accept employment with Employer; that he has freely chosen to enter
into the terms of this Agreement because of his desire to take advantage of the
specific and unique employment opportunities available with Employer, and that
entry into, adherence to and compliance with this Agreement and its terms are
conditions of his employment with Employer. Employee acknowledges that the
position which he is accepting with the Corporation is one of great trust and
confidence requiring on his part the highest degrees of loyalty, trust, honesty
and integrity.

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<PAGE> 3

II. EMPLOYMENT

A. DUTIES. Employee shall serve as Executive Vice President - Finance and
Business Development of the Corporation and in such position shall perform such
executive duties and functions as are assigned by Employer. The specific
function and responsibilities of Employee shall be designated by Employer.
Further, the precise services which Employee shall perform for Employer or
Employer's clients may be extended or curtailed from time to time by Employer
and Employee shall, at all times, be subject to the orders, advice and
direction of Employer. Employee's compensation shall not be affected by any
such change, extension or curtailment of such services.

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

1. Salary. During the period of Employee's employment hereunder,
Employer shall pay to Employee a salary which shall be established and reviewed
annually by Employer. Employee's initial salary shall be $150,000.00 per year.
Employee's salary may be increased or decreased as a result of such annual
reviews; provided, however, that Employee's annual salary shall not be
decreased unless the annual salaries of all of Employer's executive officers
are so decreased and, in such event, such decrease shall be on the same
percentage basis as that of such other executive officers. Compensation of
Employee by salary payments shall not be deemed exclusive and shall not prevent
Employee from participating in any other compensation or benefit plan of
Employer. The salary payments (including any increased salary payments)
hereunder shall not in any way limit or reduce any other obligation of Employer
hereunder, and no other compensation, benefit or payment hereunder shall in any
way limit or reduce the obligation of Employer to pay Employee's salary
hereunder.

2. Expenses. During the term of Employee's employment hereunder,
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by Employee in performing services hereunder, including all
expenses of travel and living expenses while away from home on business or at
the request of and in the service of Employer, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures
presently established by Employer.

In the event that Employee is required by the Corporation to relocate
his residence to a different metropolitan area than that in which he resides as
of the date of this Agreement, Employer shall promptly reimburse Employee for
all reasonable and necessary expenses related to the relocation, which expenses
shall include all realtor fees, moving and storage fees and costs, the costs of
travel and lodging for Employee and his spouse for up to two house-hunting
trips, temporary lodging expenses for Employee and his family during any wait
required for the purchase and/or closing of a new home, and the costs for
Employee to travel home to visit his family from the relocated area up to once
per month.

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<PAGE> 4

3. Other Benefits. Employer shall provide and maintain in full force
and effect, and Employee shall be entitled to participate in, employee benefit
plans and arrangements which are substantially equivalent to those in effect on
the date hereof in which Employee participates (including without limitation
each pension and retirement plan and arrangement, life insurance and
health-and-accident plan and arrangement, medical insurance plan, and
disability plan). Employer shall not make any changes in such plans or
arrangements which would materially and adversely affect Employee's rights or
benefits thereunder, unless such change occurs pursuant to a program applicable
to all executives of Employer and does not result in a proportionately greater
reduction in the rights of or benefits to Employee as compared with any other
executive of Employer. Employee shall be entitled to participate in or receive
benefits under any employee benefit plan or arrangement made available by
Employer in the future to its executives and key management employees, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Any payments or benefits
payable to Employee hereunder in respect of any calendar year during which
Employee is employed by Employer for less than the entire year shall, unless
otherwise provided in the applicable plan or arrangement, be prorated in
accordance with the number of days in such calendar year during which he is so
employed.

4. Bonuses. Employee shall be entitled to receive annual bonus
compensation, which bonus compensation shall be paid in the discretion of
Employer's Board of Directors upon Employee's achievement of certain specified
performance criteria. Employer and Employee anticipate that such bonus
compensation shall approximate 33 percent of Employee's annual salary, but may
be greater or less than 33 percent of Employee's annual salary. Any bonus
compensation to which Employee may be entitled under this Agreement shall be
prorated for any partial year of employment. Employee shall also be entitled
to participate in other bonus plans or programs offered by Employer for
executives who are members of the Corporation's senior management, in accord
with the requirements of said plans or programs. Notwithstanding anything to
the contrary contained in this Agreement, Employer shall pay to Employee as a
one-time signing bonus the sum of $10,416.67 upon the execution of this
Agreement.

5. Stock Option and Purchase Plans. Employee shall receive options to
purchase an aggregate of 315,000 shares of Employer's common stock pursuant to
the option agreements in the forms attached hereto as Exhibits A-1 and A-2.
Employee shall also be entitled, in the discretion of the Board of Directors,
to participate in stock option and purchase plans or programs established by
Employer for executives who are members of the Corporation's senior management,
in accord with the requirements of said plans or programs.

6. Vacations. During the term of this Agreement, Employee shall be
entitled to vacation periods, in accordance with Employer's vacation policy as
may be in effect from time to time, during which his compensation shall be paid
in full. Such vacations may be taken at such

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time or times as Employee may choose, but shall be scheduled in such manner as
to avoid unreasonable interference with the performance of his duties and
obligations to Employer.

7. Automobile Allowance. During his employment with the
Corporation, Employer may provide Employee with the use of a company vehicle
and an additional allowance to cover related insurance, maintenance and
operation expenses for the vehicle, up to a reasonable amount per year as
established by Employer.

8. Facilities Furnished. Employer shall furnish Employee with
space, stenographic assistance and such other facilities and services as shall
be suitable to Employee's position and adequate for the performance of his
duties.

9. Consideration. It is expressly agreed and understood that
Employee's employment, all of the compensation and benefits set forth above,
and the stock in the Corporation being provided to Employee is consideration
for his agreement to all the terms of this Agreement, including, specifically,
his agreement to the restrictive covenants set forth in sub-paragraphs II. D.,
II. E., II. F. and II. G. below.

C. BEST EFFORTS. Employee agrees that he will at all times faithfully and
industriously perform all of his duties that may be required of and from him by
Employer, that he will devote substantially his full time during regular
business hours and exert his best efforts in the performance of his duties and
functions for the Corporation, and that he will perform such other reasonable
duties as are assigned to him pursuant to the express and implicit terms and
conditions of this Agreement to the reasonable satisfaction of Employer.
Employee further agrees that during the term of this Agreement he will not
engage in or become interested in any other business, calling or enterprise
which is or may be contrary to or in competition with the interest, welfare or
benefit of Employer.

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or as an officer, agent, employee, director, stockholder (except stockholder of
not more than five percent (5%) of the outstanding stock of any company listed
on a national securities exchange or traded over the counter) or investor of
any other corporation, directly or indirectly, (i) own, manage, operate, join,
control or participate in the ownership, management, operation or control of,
or (ii) become employed by, consult or advise, or (iii) be connected in any
manner with, any business or activity which involves or relates to the sale or
marketing of products or services which are substantially similar to, the same
as, or serve the same function as, those sold or marketed by Employer, and
which business or activity is conducted within a 50 mile radius of any office
of Employer. Notwithstanding anything to the contrary contained in this
Agreement, in the event Employer terminates Employee for reasons not set forth
in sub-paragraph IV.A and where a Change in Control has not occurred, the
duration of the non-competition period set forth in this sub-paragraph II.E
shall not exceed that number of months equal to the number of months of
severance compensation to which Employee is entitled under sub-paragraph IV.B.1
hereof.

F. NON-ENTICEMENT. In addition to any obligation under any other
Paragraph of this Agreement, during the term of Employee's employment with
Employer and for a period of twelve (12) months after the date of termination
of employment with Employer, regardless of who initiated such termination,
Employee shall not, directly or indirectly, whether as an individual or for his
own account or for or with any other person or entity of any kind whatsoever
hire, or solicit or endeavor to entice away, from Employer or any client of
Employer, any person who was employed by Employer or any client of Employer at
any time during Employee's employment with Employer, in order for such person
to accept employment or association with another person, or entity of any kind
whatsoever, and Employee shall not approach any such person for any such
purpose or authorize or knowingly cooperate with the taking of any such action
by any other individual, person or entity. Employer's clients are third-party
beneficiaries of aforestated covenants and shall have standing to enforce the
terms of this sub-paragraph II. F., and to seek and obtain whatever equitable
or legal remedies are necessary to make them whole, including but not limited
to all remedies provided to Employer under this Agreement.

G. CONFIDENTIALITY. In addition to any obligation under any other
Paragraph of this Agreement, Employee shall not at any time during the term of
his employment with Employer or at any time thereafter communicate, divulge or
disclose for use by himself or others any information or knowledge, disclosed
or otherwise obtained by him during his employment by Employer (including but
not limited to information and knowledge conceived, discovered or developed by
Employee) which is not generally known in the computer programming, renovation
and computer software products industry and which relates to the business of
Employer or the business of Employer's customers or is in the nature of a trade
or business secret of Employer, or Employer's customers. Confidential
information shall include, in addition to the specific items so identified in
this Agreement, all information and matters designated by Employer during the
term of Employee's employment as confidential. Employer's customers are
third-party beneficiaries of the aforestated covenants contained in this
sub-paragraph II. G., and shall have standing to enforce its terms and to

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seek whatever equitable or legal remedies are necessary to make them whole
including but not limited to, all remedies provided to Employer under this
Agreement or pursuant to law. Notwithstanding any other provision contained
herein, Employee shall not at any time directly or indirectly appropriate to
his own use or to the use of others any software product methodology, or
portion thereof, that Employee owned or developed during the term of Employee's
employment.

H. REASONABLENESS. Employee represents and acknowledges that the foregoing
restrictions will not prevent him from obtaining good employment in his field
of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the
foregoing restrictions. Employee further acknowledges that the foregoing
restrictions are reasonable and necessary in order to protect Employer's
legitimate interests, and that any violation thereof would result in
irreparable injury to Employer.

J. DEVELOPMENTS; COMPANY PROPERTY. Employee agrees that all work product,
programs, software, inventions, designs, product developments, patent
applications, trademarks, trade names, service marks, copyrights and all rights
acquired therein ("Developments") that Employee creates, conceives or develops,
whether solely or jointly with others, which are based in whole or in part upon
information Employee or any other employee of Employer gathers in the course
of, or arising from, Employee's employment with Employer, shall inure to and be
the property of Employer for its exclusive use and benefit. Employee agrees
that, during and after Employee's employment with Employer, Employee shall
fully cooperate with Employer to ensure that such Developments remain Employer
property. Such cooperation shall include, without limitation, the execution of
appropriate assignment documents, applications and other documents as Employer
requests. All documents that Employee prepares, or confidential information
that might be given to Employee in the course of Employee's employment with
Employer, are the exclusive property of Employer. On Employee's termination of
employment regardless of how termination is effected, or whenever requested by
Employer, Employee shall immediately return to Employer, without making copies,
excerpts or summaries, all of Employer's property, including, without
limitation, all equipment, materials, documents, agreements, files, vendor
lists or files, client and potential client lists or files, computer software
or hardware, computer programs (whether on floppy disks, mini disks, CDs or
hard drives), instruction manuals, proposals, reports, correspondence, records,
business cards and all other documents made available by Employer, or used by
Employee in rendering services hereunder or otherwise, that is in Employee's
possession or under Employee's control.

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<PAGE> 8
III. REMEDIES

IV. TERMINATION

1. by Employer upon the death of Employee;

2. by Employer when Employee reaches mandatory retirement age under any
retirement policy applicable to all executive members of the Corporation's
senior management team, as adopted by Employer;

3. by Employer for just cause. For purposes of this Agreement, "just
cause" shall mean any one or more of the following: (A) Employee's breach of
his obligations, duties and responsibilities under any term or provision of
this Agreement which is materially detrimental to Employer, which breach
remains uncured for a period of twenty days after written notice by Employer to
Employee; (B) Employee's gross negligence or willful misconduct in the
performance of his duties hereunder; (C) Employee's dishonesty, fraud,
misappropriation or embezzlement in the course of, related to or connected with
the business of Employer; or (D) Employee's conviction of a felony.

If Employee is advised that he is being terminated for just cause and
within fifteen (15) days thereafter submits to the Chief Executive Officer a
written objection to such a determination, this Section will not be applicable
unless the Board of Directors of Employer at or before its next regularly
scheduled meeting determines by majority vote that just cause exists.

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

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<PAGE> 9
1. Employer may terminate Employee for any reason. In the event that
Employer terminates Employee for reasons not set forth in sub-paragraph IV. A.,
and where a Change in Control has not occurred as set forth below, Employer
shall provide to Employee Severance Compensation. Severance compensation shall
equal four (4) months of Employee's effective annual salary immediately prior
to the termination date for each year of Employee's employment with Employer,
subject to a maximum severance benefit of one (1) year's annual salary.

2. In the event of a Change in Control, Employer or Employee may terminate
Employee's employment and, upon such termination of employment, the following
provisions shall apply.

A. A Change in Control shall be deemed to have occurred if (i) any
"person(s)" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), become(s) the
"beneficial owner(s)" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities or other interests of Employer
representing a 50 percent or greater voting or other interest in Employer, or
(ii) the stockholders of Employer approve an agreement for the sale or
disposition by Employer of all or substantially all Employer's assets.

B. In the event of a Change in Control, the following Change in Control
compensation shall be provided to Employee: (i) a sum equal to one (1) year of
Employee's effective annual salary immediately prior to the termination date
plus (ii) an amount equal to one (1) year's annual bonus compensation relating
to the then current year (calculated at 33 percent of Employee's effective
annual salary immediately prior to the termination date) plus (iii) the
equivalent cash value, at standard independent insurance premium rates, of
purchasing, as of the termination date, benefits for Employee on an individual
basis which are equal to Employee's participation (including dependent
coverage) in Employer's health insurance plan, calculated as if such benefits
were continued during the one (1) year period following the termination date,
and payable in equal semi-monthly installments over one (1) year following the
termination date.

C. In the event that any payment received or to be received by Employee in
connection with a Change in Control of Employer or the termination of
Employee's employment (whether payable pursuant to the terms of this Agreement
or any other plan, arrangement or agreement with Employer, any person whose
actions result in a Change in Control or any person affiliated with Employer or
such person) would not be deductible by Employer (in whole or in part) as a
result of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), such payment shall be reduced until no portion of the payment is not
deductible as a result of Section 280G of the Code. For purposes of this
limitation (i) no portion of the payments the receipt or enjoyment of which
Employee shall have effectively waived in writing prior to the date of payment

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<PAGE> 10
shall be taken into account; (ii) no portion of the payment shall be taken into
account which, in the opinion of tax counsel selected by Employer's independent
auditors and acceptable to Employee, does not constitute a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code, and (iii) the value of
any non-cash benefit or any deferred payment or benefit included in the payment
shall be determined by Employer's independent auditors servicing Employer
immediately prior to the time of a Change in Control of Employer in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code.

V. NOTICES

All notices pursuant to this Agreement must be in writing. All notices to
Employer shall be addressed to the main office of Employer, or such other
address as Employer may hereafter designate by written notice to Employee given
in accordance with this Paragraph and all notices to Employee shall be
addressed to Employee at the office in which he is based with a copy to his
home address as last indicated in the books and records of Employer or at such
other address as Employee may hereafter designate by written notice to Employer
given in accordance with this Paragraph. All notices shall be considered
effective on the earlier of: a) the date when delivered personally to Employer
or Employee or; b) two (2) days after deposit of said notice in the United
States mail, registered mail, postage prepaid, return receipt requested,
addressed to the address of the party to whom directed as hereinabove set
forth.

VI. MISCELLANEOUS

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<PAGE> 11
provisions or the application thereof to circumstances other than those as
to which it is held invalid, illegal or unenforceable, shall not be affected
thereby and shall remain in full force and effect.

D. CAPTIONS. The captions contained herein are solely for the convenience
of the parties and shall not be deemed to govern the meaning or intent of any
of the provision of this Agreement.

G. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to the principles governing
conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
---------------------------------
Robert M. Figliulo, President

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<PAGE> 12

EMPLOYEE:

/s/ STEPHEN J. TOBER
----------------------------------
Stephen J. Tober

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<PAGE> 1
EXHIBIT 10.1.4

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and Stephen T.
Gambill ("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

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<PAGE> 2

the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and benefits,
pursuant to this Agreement for entry into this Agreement; (b) that the terms of
this Agreement were set by mutual negotiations between Employee and Employer;
and (c) that he understood the terms of this Agreement and agreed to be bound
by same at the time he accepted employment with Employer; (2) understands that
he need not accept employment with the Employer; that he has freely chosen to
enter into the terms of this Agreement because of his desire to take advantage
of the specific and unique employment opportunities available with the Employer,
and that entry into, adherence to and compliance with this Agreement and its
terms are conditions of his employment with Employer. Employee acknowledges that
the position which he is accepting with the Corporation is one of great trust
and confidence requiring on his part the highest degrees of loyalty, trust,
honesty and integrity.

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<PAGE> 3

II. EMPLOYMENT

A. DUTIES. Employee shall serve as Chief Financial Officer of the
Corporation and in such position shall perform such executive duties and
functions as are assigned by the Employer. The specific title, function and
responsibilities of the Employee shall be designated by the Employer. Further,
the precise services and position which Employee shall perform or occupy for
Employer or Employer's clients may be extended or curtailed from time to time
by Employer and Employee shall, at all times, be subject to the orders, advice
and direction of Employer.

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

1. Salary. During the period of the Employee's employment hereunder,
Employer shall pay to the Employee a salary which shall be established and may
be reviewed periodically by the Employer. Compensation of the Employee by
salary payments shall not be deemed exclusive and shall not prevent the Employee
from participating in any other compensation or benefit plan of the Employer.
The salary payments (including any increased salary payments) hereunder shall
not in any way limit or reduce any other obligation of the Employer hereunder,
and no other compensation, benefit or payment hereunder shall in any way limit
or reduce the obligation of the Employer to pay the Employee's salary hereunder.

2. Expenses. During the term of the Employee's employment hereunder,
the Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Employee in performing services hereunder,
including all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Employer, provided that
such expenses are incurred and accounted for in accordance with the policies and
procedures presently established by the Employer.

In the event that Employee is required by the Corporation to relocate
his residence to a different metropolitan area than that in which he resides as
of the date of this Agreement, the Employer shall promptly reimburse Employee
for all reasonable and necessary expenses related to the relocation, which
expenses shall include all reasonable realtor fees, moving and storage fees and
costs, the costs of travel and lodging for the Employee and his spouse for up to
two house-hunting trips, temporary lodging expenses for Employee and his family
during any wait required for the purchase and/or closing of a new home, and the
costs for the Employee to travel home to visit his family from the relocated
area up to once per month.

3. Other Benefits. The Employer shall provide and maintain in full
force and effect, and the Employee shall be entitled to participate in, employee
benefit plans and arrangements which are substantially equivalent to those in
effect on the date hereof in which the Employee participates (including without
limitation each pension and retirement plan and

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<PAGE> 4

arrangement, life insurance and health-and-accident plan and arrangement,
medical insurance plan, and disability plan). The Employer shall not make any
changes in such plans or arrangements which would materially and adversely
affect the Employee's rights or benefits thereunder, unless such change occurs
pursuant to a program applicable to all executives of the Employer and does not
result in a proportionately greater reduction in the rights of or benefits to
the Employee as compared with any other executive of the Employer. The Employee
shall be entitled to participate in or receive benefits under any employee
benefit plan or arrangement made available by the Employer in the future to its
executives and key management employees, subject to and on a basis consistent
with the terms, conditions and overall administration of such plans and
arrangements. Any payments or benefits (except for payments relating to
performance bonuses, if any) payable to the Employee hereunder in respect of any
calendar year during which the Employee is employed by the Employer for less
than the entire year shall, unless otherwise provided in the applicable plan or
arrangement, be prorated in accordance with the number of days in such calendar
year during which he is so employed.

4. Bonuses. Employee shall be entitled to participate in bonus plans
or programs offered by the Employer for executives who are members of the
Corporation's senior management, in accord with the requirements of said plans
or programs.

6. Vacations. During the term of this Agreement, Employee shall be
entitled to reasonable vacation periods during which his compensation shall be
paid in full. Such vacations may be taken at such time or times as the Employee
may choose, but shall be scheduled in such manner as to avoid unreasonable
interference with the performance of his duties and obligations to the Employer.
Vacation periods substantially equivalent to those taken by Employee while
performing his present duties prior to execution of this Agreement shall be
considered reasonable.

8. Consideration. It is expressly agreed and understood that the
Employee's employment, all of the compensation and benefits set forth above, and
the stock in the Corporation being provided to Employee is consideration for his
agreement to all the terms of this Agreement, including, specifically, his
agreement to the restrictive covenants set forth in sub-paragraphs II. D., II.
E., II. F. and II. G. below.

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<PAGE> 5

C. BEST EFFORTS. Employee agrees that he will at all times faithfully
and industriously perform all of his duties that may be required of and from him
by Employer, that he will devote substantially his full time and exert his best
efforts in the performance of his duties and functions for the Corporation, and
that he will perform such other reasonable duties as are assigned to him
pursuant to the express and implicit terms and conditions of this Agreement to
the reasonable satisfaction of Employer. Employee further agrees that during
the term of this Agreement he will not engage in or become interested in any
other business, calling or enterprise which is or may be contrary to or in
competition with the interest, welfare or benefit of Employer.

D. NON-SOLICITATION OF BUSINESS. In addition to any obligation under
any other Paragraph of this Agreement, during the term of Employee's employment
with Employer and for a period of twelve (12) months after the date of
termination of employment with Employer, regardless of who initiated such
termination, Employee will not, directly or indirectly, whether as an individual
or for his own account or with any other person or entity of any kind whatsoever
solicit, interfere with, or endeavor to entice away or divert from Employer any
client, or any business Employer had enjoyed or solicited from its clients
during the three year period prior to termination of his employment.

E. NON-COMPETE. In addition to any obligation under any other
Paragraph of this Agreement, during the term of Employee's employment with
Employer and for a period of twelve (12) months after the date of termination of
employment with Employer, regardless of who initiated such termination, Employee
shall not, alone, or as a member, employee or agent of any partnership, or as an
officer, agent, employee, director, stockholder (except stockholder of not more
than five percent (5%) of the outstanding stock of any company listed on a
national securities exchange or traded over the counter) or investor of any
other corporation, directly or indirectly, (i) own, manage, operate, join,
control or participate in the ownership, management, operation or control of, or
(ii) become employed by, consult or advise, or (iii) be connected in any manner
with, any business or activity which involves or relates to the sale or
marketing of products or services which are substantially similar to, the same
as, or serve the same function as, those sold or marketed by the Employer, and
which business or activity is conducted within a 50 mile radius of any office of
the Employer.

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<PAGE> 6

authorize or knowingly cooperate with the taking of any such action by any other
individual, person or entity. Employer's clients are third-party beneficiaries
of aforestated covenants and shall have standing to enforce the terms of this
sub-paragraph II. F., and to seek and obtain whatever equitable or legal
remedies are necessary to make them whole, including but not limited to all
remedies provided to Employer under this Agreement.

G. CONFIDENTIALITY. In addition to any obligation under any other
Paragraph of this Agreement, Employee shall not at any time during the term of
his employment with Employer or at any time thereafter communicate, divulge or
disclose for use by himself or others any information or knowledge, disclosed or
otherwise obtained by him during his employment by Employer (including but not
limited to information and knowledge conceived, discovered or developed by
Employee) which is not generally known in the computer programming, renovation
and computer software products industry and which relates to the business of the
Employer or the business of the Employer's customers or is in the nature of a
trade or business secret of Employer, or the Employer's customers. Confidential
information shall include, in addition to the specific items so identified in
this Agreement, all information and matters designated by Employer during the
term of Employee's employment as confidential. Employer's customers are
third-party beneficiaries of the aforestated covenants contained in this
sub-paragraph II. G., and shall have standing to enforce its terms and to seek
whatever equitable or legal remedies are necessary to make them whole including
but not limited to, all remedies provided to Employer under this Agreement or
pursuant to law. Notwithstanding any other provision contained herein, Employee
shall not at any time directly or indirectly appropriate to his own use or to
the use of others any software product methodology, or portion thereof, that
Employee owned or developed during the term of Employee's employment.

H. REASONABLENESS. Employee represents and acknowledges that the
foregoing restrictions will not prevent him from obtaining good employment in
his field of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the foregoing
restrictions. Employee further acknowledges that the foregoing restrictions are
reasonable and necessary in order to protect Employer's legitimate interests,
and that any violation thereof would result in irreparable injury to Employer.

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<PAGE> 7

whole or in part upon information Employee or any other employee of the Employer
gathers in the course of, or arising from, Employee's employment with the
Employer, shall inure to and be the property of the Employer for its exclusive
use and benefit. Employee agrees that, during and after Employee's employment
with the Employer, Employee shall fully cooperate with the Employer to ensure
that such Developments remain Employer property. Such cooperation shall
include, without limitation, the execution of appropriate assignment documents,
applications and other documents as the Employer requests. All documents that
Employee prepares, or confidential information that might be given to Employee
in the course of Employee's employment with the Employer, are the exclusive
property of the Employer. On the Employee's termination of employment
regardless of how termination is effected, or whenever requested by the
Employer, Employee shall immediately return to the Employer, without making
copies, excerpts or summaries, all of the Employer's property, including,
without limitation, all equipment, materials, documents, agreements, files,
vendor lists or files, client and potential client lists or files, computer
software or hardware, computer programs (whether on floppy disks, mini disks,
CDs or hard drives), instruction manuals, proposals, reports, correspondence,
records, business cards and all other documents made available by the Employer,
or used by Employee in rendering services hereunder or otherwise, that is in
Employee's possession or under Employee's control.

III. REMEDIES

IV. TERMINATION

1. by the Employer upon the death of Employee;

2. by the Employer when Employee reaches mandatory
retirement age under any retirement policy applicable to all executive members
of the Corporation's senior management team, as adopted by the Employer;

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<PAGE> 8

3. by the Employer for just cause. For purposes of this
Agreement, "just cause" shall mean any one or more of the following: (A)
Employee's breach of his obligations, duties and responsibilities under any term
or provision of this Agreement which is materially detrimental to Employer,
which breach remains uncured for a period of five days after written notice by
the Employer to Employee; (B) Employee's gross negligence or willful misconduct
in the performance of his duties hereunder; (C) Employee's dishonesty, fraud,
misappropriation or embezzlement in the course of, related to or connected with
the business of the Employer; or (D) Employee's conviction of a felony.

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

1. Employer may terminate Employee for any reason. In the event
that Employer terminates Employee for reasons not set forth in sub-paragraph IV.
A., and where a Change in Control has not occurred as set forth below, Employer
shall provide to Employee Severance Compensation. Severance compensation shall
equal two (2) months of Employee's effective annual base compensation
immediately prior to the termination date for each year of Employee's employment
with the Employer, subject to a maximum severance benefit of six (6) month's
annual base compensation.

2. In the event of a Change in Control, Employer or Employee may
terminate Employee's employment and, upon such termination of employment, the
following provisions shall apply.

B. In the event of a Change in Control, the following Change in
Control compensation shall be provided to Employee: (i) a sum equal to one (1)
year of the Employee's

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<PAGE> 9

effective annual base compensation immediately prior to the termination date
plus (ii) an amount equal to the prior fiscal year's annual cash bonus, plus
(iii) the equivalent cash value, at standard independent insurance premium
rates, of purchasing, as of the termination date, benefits for the Employee on
an individual basis which are equal to the Employee's participation (including
dependent coverage) in the Employer's health insurance plan, calculated as if
such benefits were continued during the one (1) year period following the
termination date, and payable in equal semi-monthly installments over one (1)
year following the termination date.

C. In the event that any payment received or to be received by the
Employee in connection with a Change in Control of Employer or the termination
of the Employee's employment (whether payable pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Employer, any
person whose actions result in a Change in Control or any person affiliated with
the Employer or such person) would not be deductible by the Employer (in whole
or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), such payment shall be reduced until no portion of the
payment is not deductible as a result of Section 280G of the Code. For purposes
of this limitation (i) no portion of the payments the receipt or enjoyment of
which the Employee shall have effectively waived in writing prior to the date of
payment shall be taken into account; (ii) no portion of the payment shall be
taken into account which, in the opinion of tax counsel selected by the
Employer's independent auditors and acceptable to the Employee, does not
constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code, and (iii) the value of any non-cash benefit or any deferred payment or
benefit included in the payment shall be determined by the Employer's
independent auditors servicing the Employer immediately prior to the time of a
Change in Control of the Employer in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.

V. NOTICES

All notices pursuant to this Agreement must be in writing. All notices to
Employer shall be addressed to the corporate office of Employer (currently 2015
Spring Road, Suite 750, Oakbrook, Illinois 60523), ATTN: CEO, or such other
address as Employer may hereafter designate by written notice to Employee given
in accordance with this Paragraph and all notices to Employee shall be addressed
to the Employee at the office in which he is based with a copy to his home
address as last indicated in the books and records of the Employer or at such
other address as Employee may hereafter designate by written notice to Employer
given in accordance with this Paragraph. All notices shall be considered
effective on the earlier of: a) the date when delivered personally to Employer
or Employee or; b) two (2) days after deposit of said notice in the United
States mail, registered mail, postage prepaid, return receipt requested,
addressed to the address of the party to whom directed as hereinabove set forth.

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<PAGE> 10

VI. MISCELLANEOUS

A. PRIOR AGREEMENTS. All of the terms and conditions of this Agreement
take precedence over any and all prior understandings and agreements made by and
between Employer and Employee regarding employment and the execution of this
Agreement shall constitute the termination of any and all such prior agreements.

B. NO BREACH. Employee hereby warrants that he is not now under any legal
or contractual obligation that would conflict in any manner with the obligations
and duties he is undertaking herein, and that his execution of this Agreement
will not breach any agreement to which he is now a party.

D. CAPTIONS. The captions contained herein are solely for the convenience
of the parties and shall not be deemed to govern the meaning or intent of any of
the provision of this Agreement.

F. NO WAIVER. The waiver or non-enforcement by Employer of any breach of
any provision of this Agreement by Employee shall not operate or be construed as
a waiver of any subsequent breach by Employee. No waiver shall be legally
operative unless in writing and signed by an authorized agent of Employer.

G. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Illinois without reference to the principles governing
conflicts of laws.

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<PAGE> 11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
---------------------------
Robert M. Figliulo,
Chief Executive Officer

EMPLOYEE:

/s/ STEPHEN T. GAMBILL
-------------------------------
Stephen T. Gambill

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<PAGE> 1
EXHIBIT 10.1.5

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and Michael J.
Fletcher ("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

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<PAGE> 2

the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and benefits,
pursuant to this Agreement for entry into this Agreement; (b) that the terms of
this Agreement were set by mutual negotiations between Employee and Employer;
and (c) that he understood the terms of this Agreement and agreed to be bound
by same at the time he accepted employment with Employer; (2) understands that
he need not accept employment with the Employer; that he has freely chosen to
enter into the terms of this Agreement because of his desire to take advantage
of the specific and unique employment opportunities available with the
Employer, and that entry into, adherence to and compliance with this Agreement
and its terms are conditions of his employment with Employer.
Employee acknowledges that the position which he is accepting with the
Corporation is one of great trust and confidence requiring on his part the
highest degrees of loyalty, trust, honesty and integrity.

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<PAGE> 3

II. EMPLOYMENT

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

In the event that Employee is required by the Corporation to
relocate his residence to a different metropolitan area than that in which he
resides as of the date of this Agreement, the Employer shall promptly reimburse
Employee for all reasonable and necessary expenses related to the relocation,
which expenses shall include all reasonable realtor fees, moving and storage
fees and costs, the costs of travel and lodging for the Employee and his spouse
for up to two house-hunting trips, temporary lodging expenses for Employee
and his family during any wait required for the purchase and/or closing of a
new home, and the costs for the Employee to travel home to visit his family
from the relocated area up to once per month.

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<PAGE> 4

arrangement, life insurance and health-and-accident plan and arrangement,
medical insurance plan, and disability plan). The Employer shall not make any
changes in such plans or arrangements which would materially and adversely
affect the Employee's rights or benefits thereunder, unless such change occurs
pursuant to a program applicable to all executives of the Employer and does not
result in a proportionately greater reduction in the rights of or benefits
to the Employee as compared with any other executive of the Employer. The
Employee shall be entitled to participate in or receive benefits under any
employee benefit plan or arrangement made available by the Employer in the
future to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements. Any payments or benefits (except for payments relating
to performance bonuses, if any) payable to the Employee hereunder in respect of
any calendar year during which the Employee is employed by the Employer for
less than the entire year shall, unless otherwise provided in the applicable
plan or arrangement, be prorated in accordance with the number of days in such
calendar year during which he is so employed.

4. Bonuses. Employee shall be entitled to participate in bonus plans
or programs offered by the Employer for executives who are members of the
Corporation's senior management, in accord with the requirements of said plans
or programs.

7. Facilities Furnished. The Employer shall furnish the Employee
with office space, LAN access and such other facilities and services as shall be
suitable to the Employee's position and adequate for the performance of his
duties.

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<PAGE> 5

C. BEST EFFORTS. Employee agrees that he will at all times faithfully
and industriously perform all of his duties that may be required of and from
him by Employer, that he will devote substantially his full time and exert his
best efforts in the performance of his duties and functions for the
Corporation, and that he will perform such other reasonable duties as are
assigned to him pursuant to the express and implicit terms and conditions of
this Agreement to the reasonable satisfaction of Employer. Employee further
agrees that during the term of this Agreement he will not engage in or become
interested in any other business, calling or enterprise which is or may be
contrary to or in competition with the interest, welfare or benefit of Employer.

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<PAGE> 6

authorize or knowingly cooperate with the taking of any such action
by any other individual, person or entity. Employer's clients are third-party
beneficiaries of aforestated covenants and shall have standing to enforce the
terms of this sub-paragraph II. F., and to seek and obtain whatever equitable
or legal remedies are necessary to make them whole, including but not limited
to all remedies provided to Employer under this Agreement.

H. REASONABLENESS. Employee represents and acknowledges that the
foregoing restrictions will not prevent him from obtaining good employment in
his field of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the
foregoing restrictions. Employee further acknowledges that the
foregoing restrictions are reasonable and necessary in order to protect
Employer's legitimate interests, and that any violation thereof would result in
irreparable injury to Employer.

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III. REMEDIES

IV. TERMINATION

1. by the Employer upon the death of Employee;

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<PAGE> 8

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

2. In the event of a Change in Control, Employer or Employee may
terminate Employee's employment and, upon such termination of employment, the
following provisions shall apply.

B. In the event of a Change in Control, the following Change in
Control compensation shall be provided to Employee: (i) a sum equal to one (1)
year of the Employee's

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<PAGE> 9

C. In the event that any payment received or to be received by the
Employee in connection with a Change in Control of Employer or the termination
of the Employee's employment (whether payable pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Employer, any
person whose actions result in a Change in Control or any person affiliated
with the Employer or such person) would not be deductible by the Employer (in
whole or in part) as a result of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), such payment shall be reduced until no portion
of the payment is not deductible as a result of Section 280G of the Code. For
purposes of this limitation (i) no portion of the payments the receipt or
enjoyment of which the Employee shall have effectively waived in writing prior
to the date of payment shall be taken into account; (ii) no portion of the
payment shall be taken into account which, in the opinion of tax counsel
selected by the Employer's independent auditors and acceptable to the Employee,
does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code, and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the payment shall be determined by the
Employer's independent auditors servicing the Employer immediately prior to the
time of a Change in Control of the Employer in accordance with the principles
of Sections 280G(d)(3) and (4) of the Code.

V. NOTICES

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<PAGE> 10

VI. MISCELLANEOUS

B. NO BREACH. Employee hereby warrants that he is not now under any
legal or contractual obligation that would conflict in any manner with the
obligations and duties he is undertaking herein, and that his execution of this
Agreement will not breach any agreement to which he is now a party.

D. CAPTIONS. The captions contained herein are solely for the
convenience of the parties and shall not be deemed to govern the meaning or
intent of any of the provision of this Agreement.

G. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to the principles governing
conflicts of laws.

-10-

<PAGE> 11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
-------------------------------------------
Robert M. Figliulo, Chief Executive Officer

EMPLOYEE:

/s/ MICHAEL J. FLETCHER
-----------------------------------------
Michael J. Fletcher

-11-

<PAGE> 1
EXHIBIT 10.1.6

MANAGEMENT
EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 2nd day of June, 1997, by and between SPR
INC., a Delaware corporation ("Employer" or "Corporation") and Rene Potter
("Employee").

I. ACKNOWLEDGEMENTS OF THE PARTIES

A. Employer is presently engaged in the business of developing,
renovating, implementing and maintaining computer programs and software
products and is headquartered in Chicago, Illinois.

<PAGE> 2
the loss of the potential benefits of such efforts would constitute a
substantial and irreparable injury to Employer.

I. Employee (1) acknowledges (a) that he has received and will receive
substantial and adequate additional monetary consideration and benefits,
pursuant to this Agreement for entry into this Agreement; (b) that the terms of
this Agreement were set by mutual negotiations between Employee and Employer;
and (c) that he understood the terms of this Agreement and agreed to be bound
by same at the time he accepted employment with Employer; (2) understands that
he need not accept employment with the Employer; that he has freely chosen to
enter into the terms of this Agreement because of his desire to take advantage
of the specific and unique employment opportunities available with the
Employer, and that entry into, adherence to and compliance with this Agreement
and its terms are conditions of his employment with Employer.
Employee acknowledges that the position which he is accepting with the
Corporation is one of great trust and confidence requiring on his part the
highest degrees of loyalty, trust, honesty and integrity.

-2-

<PAGE> 3
II. EMPLOYMENT

A. DUTIES. Employee shall serve as Marketing Manager-Tulsa of the
Corporation and in such position shall perform such executive duties and
functions as are assigned by the Employer. The specific title, function and
responsibilities of the Employee shall be designated by the Employer. Further,
the precise services and position which Employee shall perform or occupy for
Employer or Employer's clients may be extended or curtailed from time to time
by Employer and Employee shall, at all times, be subject to the orders, advice
and direction of Employer.

B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

-3-

<PAGE> 4

-4-

<PAGE> 5

-5-

<PAGE> 6

authorize or knowingly cooperate with the taking of any such action
by any other individual, person or entity. Employer's clients are third-party
beneficiaries of aforestated covenants and shall have standing to enforce the
terms of this sub-paragraph II. F., and to seek and obtain whatever equitable
or legal remedies are necessary to make them whole, including but not limited
to all remedies provided to Employer under this Agreement.

H. REASONABLENESS. Employee represents and acknowledges that the foregoing
restrictions will not prevent him from obtaining good employment in his field
of expertise or cause him undue hardship, and there are numerous other
employment opportunities available to him that are not affected by the
foregoing restrictions are reasonable and necessary in order to protect
Employer's legitimate interests, and that any violation thereof would result in
irreparable injury to Employer.

-6-

<PAGE> 7
whole or in part upon information Employee or any other employee of the
Employer gathers in the course of, or arising from, Employee's employment with
the Employer, shall inure to and be the property of the Employer for its
exclusive use and benefit. Employee agrees that, during and after Employee's
employment with the Employer, Employee shall fully cooperate with the Employer
to ensure that such Developments remain Employer property. Such cooperation
shall include, without limitation, the execution of appropriate assignment
documents, applications and other documents as the Employer requests. All
documents that Employee prepares, or confidential information that might be
given to Employee in the course of Employee's employment with the Employer, are
the exclusive property of the Employer. On the Employee's termination of
employment regardless of how termination is effected, or whenever requested by
the Employer, Employee shall immediately return to the Employer, without making
copies, excerpts or summaries, all of the Employer's property, including,
without limitation, all equipment, materials, documents, agreements, files,
vendor lists or files, client and potential client lists or files, computer
software or hardware, computer programs (whether on floppy disks, mini disks,
CDs or hard drives), instruction manuals, proposals, reports, correspondence,
records, business cards and all other documents made available by the Employer,
or used by Employee in rendering services hereunder or otherwise, that is in
Employee's possession or under Employee's control.

III. REMEDIES

IV. TERMINATION

1. by the Employer upon the death of Employee;

-7-

<PAGE> 8

B. Employment of Employee may also be terminated upon thirty (30) days
written notice to the other party for any reason other than those set forth in
sub-paragraph IV. A. above.

2. In the event of a Change in Control, Employer or Employee may
terminate Employee's employment and, upon such termination of employment, the
following provisions shall apply.

B. In the event of a Change in Control, the following Change in Control
compensation shall be provided to Employee: (i) a sum equal to one (1) year of
the Employee's

-8-

<PAGE> 9

effective annual base compensation immediately prior to the termination date
plus (ii) an amount equal to the prior fiscal year's annual cash bonus,
plus (iii) the equivalent cash value, at standard independent insurance premium
rates, of purchasing, as of the termination date, benefits for the Employee on
an individual basis which are equal to the Employee's participation (including
dependent coverage) in the Employer's health insurance plan, calculated as if
such benefits were continued during the one (1) year period following the
termination date, and payable in equal semi-monthly installments over one (1)
year following the termination date.

V. NOTICES

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<PAGE> 10

VI. MISCELLANEOUS

D. CAPTIONS. The captions contained herein are solely for the convenience
of the parties and shall not be deemed to govern the meaning or intent of any
of the provision of this Agreement.

G. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Illinois without reference to the principles governing
conflicts of laws.

-10-

<PAGE> 11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.

EMPLOYER:

SPR INC.

By: /s/ ROBERT M. FIGLIULO
--------------------------------------------
Robert M. Figliulo, Chief Executive Officer

EMPLOYEE:

/s/ RENE POTTER
------------------------------------------------
Rene Potter

-11-

<PAGE> 1

EXHIBIT 10.11

TAX INDEMNITY AGREEMENT

AGREEMENT made as of September___, 1997 between SPR Inc., a Delaware
corporation (the "Company"), and Robert Figliulo, David Figliulo, Mike Fletcher,
Rene Potter, John Figliulo, James Figliulo, Stephen Figliulo, Jeanne Marie
Young, Donald Figliulo, Mark Figliulo, Michael Cymbala, Eugene Figliulo and
Stephen Gambill (collectively, the "Shareholders).

WHEREAS, the Company and its predecessors, SPR Chicago Inc. ("SPR
Chicago"), Systems & Programming Resources of Tulsa, Inc. ("SPR Tulsa"),
SPR-Wisconsin, Inc. ("SPR Wisconsin"), Systems and Programming Resources, Inc.
("Systems Inc.") and Consulting Acquisition, Inc. ("Data Flex") have previously
elected to be treated as an S Corporation (as defined in Section 1361 of the
Internal Revenue Code of 1986, as amended ("the Code");

WHEREAS, the Shareholders and the Company acknowledge that such S
Corporation election will terminate (the "Termination") upon completion of a
public offering of the Company's stock (the "Initial Public Offering") by reason
of the company ceasing to be a Small Business Corporation (as defined in Section
1361 of the Code);

NOW THEREFORE, the parties hereto agree as follows:

1. Payment of Taxes.

(a) Each Shareholder agrees to pay all federal, state and local income
taxes (other than those taxes described in Section 1(b) below) payable with
respect to the income of the Company or any predecessor of which he or she
was or is a Shareholder to the extent of his or her pro rata interest as a
Shareholder, for all taxable years ending with or prior to the Termination;
provided, however, that if, and to the extent, an adjustment is made (as a
result of a final determination made by a competent tax authority) to the
taxable income of the Company or any predecessor for any taxable period
ending with or prior to the Termination which results in (i) an increase in
income taxes payable by the respective Shareholders for any period for
which such Shareholders are required to report income of the Company or any
predecessor for a period of the Company or any predecessor ending with or
prior to the Termination, and (ii) a tax credit or a decrease in taxable
income of the Company or any other item which would reduce the income

<PAGE> 2
taxes otherwise payable by the Company for any period following the
Termination, then the Company shall promptly make a payment (the "Company
Payment") to the respective Shareholders in an amount equal to the present
value of the sum (the "Tax Benefits") of (x) such decrease in taxable
income multiplied by the then applicable corporate tax rate, plus (y) the
amount of such tax credits, plus (z) the amount of any tax savings which
would be caused by any such other item, which will be realized by the
Company, calculated by discounting the Tax Benefits utilizing a discount
rate equal to the Applicable Federal Rate ("AFR") (as defined in Section
1274(d) of the Code) which corresponds to the period over which the Tax
Benefits will be realized, provided, however, that if, and to the extent,
such Tax Benefit is not actually realized by the Company during the period
in which such Tax Benefit or portion thereof, was assumed to be realized
for purposes of calculating the Company Payment, then the respective
Shareholders shall promptly make a payment (the "Shareholder Payment") to
the Company equal to the portion of the Tax Benefit which is not actually
realized by the Company, together with interest thereon, at the AFR in
effect as of the Assumed Tax Benefit Date (as defined below), for the
period from the date as of which such Tax Benefit, or portion thereof, was
assumed to be realized for purposes of calculating the Company Payment (the
"Assumed Tax Benefit Date") to the date of such Shareholder Payment.

(b) The Company acknowledges that it shall be solely responsible for
any federal, state and local taxes (including interest and penalties, if
any): (i) directly imposed on the Company, or (ii) computed without regard
to the Shareholders' distributive share of the Company's income, including
but not limited to the Built-In Gains Tax imposed by Section 1374 of the
Code, the Tax on Excess Passive Investment Income imposed by Section 1375
of the Code, and the Illinois Personal Property Replacement Tax.

2. Pro Rata Allocation of S Corporation Items. The Shareholders and
the Company acknowledge that the Company's items of income, loss,
deduction, or credit described in Section 1366(a)(1)(A) of the Code, and
the amount of the Company's non-separately computed income or loss for the
taxable year in which the S Corporation election is terminated shall be
allocated between the "short S year" and the "short C year" (as those terms
are defined in Section 1362(e)(1) of the Code) pursuant to Section
1362(e)(2) of the Code. The Shareholders and the Company further agree not
to make the election provided for under Section 1362(e)(3) of the Code.

2
<PAGE> 3
SPR INC.

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

SHAREHOLDERS

- ----------------------------- -----------------------------
Robert Figliulo Stephen Figliulo

- ----------------------------- -----------------------------
David Figliulo Jeanne Marie Young

- ----------------------------- -----------------------------
Mike Fletcher Donald Figliulo

- ----------------------------- -----------------------------
Rene Potter Mark Figliulo

- ----------------------------- -----------------------------
John Figliulo Michael Cymbala

- ----------------------------- -----------------------------
James Figliulo Eugene Figliulo

- -----------------------------
Stephen Gambill

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report, which contained a captioned opinion dated January 23, 1997 (except
with respect to the matters discussed in Notes 14 and 15, as to which the date
is March 5, 1997 and with respect to the matter discussed in Note 16, as to
which the date is , 1997) and to all references to our Firm included in
or made a part of this registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Chicago, Illinois
August 28, 1997

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1997
<PERIOD-END> DEC-31-1996 JUN-30-1997
<CASH> 356,179 546,045
<SECURITIES> 0 0
<RECEIVABLES> 4,347,054 5,833,397
<ALLOWANCES> 74,399 568,340
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,611,740 7,112,195
<PP&E> 1,827,205 2,108,686
<DEPRECIATION> 308,046 494,892
<TOTAL-ASSETS> 7,130,899 8,725,989
<CURRENT-LIABILITIES> 4,417,324 4,972,145
<BONDS> 0 0
0 0
0 0
<COMMON> 64,674 64,674
<OTHER-SE> 2,507,348 2,823,413
<TOTAL-LIABILITY-AND-EQUITY> 7,130,899 8,725,989
<SALES> 0 0
<TOTAL-REVENUES> 32,510,743 22,722,427
<CGS> 0 0
<TOTAL-COSTS> 23,287,234 13,990,202
<OTHER-EXPENSES> 20,341,809 6,510,323
<LOSS-PROVISION> 42,499 493,941
<INTEREST-EXPENSE> 122,862 109,366
<INCOME-PRETAX> (11,188,657) 2,121,450
<INCOME-TAX> 9,000 1,485
<INCOME-CONTINUING> (11,197,657) 2,119,965
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (11,197,657) 2,119,965
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>