COMMAND SYSTEMS INC, S-1/A, 1998-03-06

COMMAND SYSTEMS INC
S-1/A, 1998-03-06
COMPUTER PROGRAMMING SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
REGISTRATION NO. 333-43877
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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COMMAND SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7371 06-1135009
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

76 BATTERSON PARK ROAD
FARMINGTON, CT 06032
(860) 409-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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EDWARD G. CAPUTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMMAND SYSTEMS, INC.
76 BATTERSON PARK ROAD
FARMINGTON, CT 06032
(860) 409-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

COPIES TO:
LEWIS J. GEFFEN, ESQ. DAVID J. SORIN, ESQ.
MINTZ, LEVIN, COHN, FERRIS, PERRY A. PAPPAS, ESQ.
GLOVSKY AND POPEO, P.C. BUCHANAN INGERSOLL
ONE FINANCIAL CENTER 500 COLLEGE ROAD EAST
BOSTON, MA 02111 PRINCETON, NJ 08540
(617) 542-6000 (609) 987-6800

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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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, check the following box and
list the Securities Act registration statement 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 statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement 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 SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)

Dated March 6, 1998

2,400,000 SHARES

[LOGO OF COMMAND SYSTEMS APPEARS HERE]

COMMON STOCK

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Of the 2,400,000 shares of Common Stock offered hereby, 2,100,000 shares are
being issued and sold by Command Systems, Inc. ("Command" or the "Company") and
300,000 shares are being sold by the selling stockholders (the "Selling
Stockholders"). See "Principal and Selling Stockholders." The Company will not
receive any of the proceeds from the sale of shares by the Selling
Stockholders.

Prior to this offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price will be
between $10.00 and $12.00 per share. See "Underwriting" for information
relating to the determination of the initial public offering price. Upon
completion of this offering, certain of the Company's current officers,
directors and affiliated entities will together beneficially own approximately
68% of the Company's outstanding Common Stock. See "Risk Factors" and
"Principal and Selling Stockholders."

The Company's Common Stock has been approved for quotation, subject to notice
of effectiveness, on the Nasdaq National Market under the symbol "CMND."

-----------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY OTHER 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.

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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS (1) COMPANY (2) STOCKHOLDERS
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<S> <C> <C> <C> <C>
Per Share....................... $ $ $ $
Total (3)....................... $ $ $ $
</TABLE>
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(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting offering expenses payable by the Company, estimated to be
$993,000.
(3) The Selling Stockholders have granted the Underwriters an option,
exercisable within 30 days from the date hereof, to purchase an aggregate
of up to 360,000 additional shares of Common Stock at the Price to Public,
less Underwriting Discounts and Commissions, to cover over-allotments, if
any. If all such additional shares are purchased, the total Price to
Public, Underwriting Discounts and Commissions and Proceeds to Selling
Stockholders will be $ , $ and $ , respectively. See "Underwriting."

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The Common Stock is offered by the several Underwriters named herein when, as
and if received and accepted by them, and subject to their right to reject
orders in whole or in part and subject to certain other conditions. It is
expected that delivery of certificates for the shares will be made at the
offices of Cowen & Company, New York, New York, on or about , 1998.

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COWEN & COMPANY VOLPE BROWN WHELAN & COMPANY

, 1998
<PAGE>

[Inside front cover contains graphics of the Command logo and photographs of
people in meetings and conferences, computer monitors, computer keyboards,
network servers, a clock and other computer related images grouped under the
following four categories of services offered by the Company: (a) Technology
Services (CommandNET, CommandOO, CommandPRO, CommandSOURCE, CommandSTAFF,
CommandWEB and Command2000); (b) Management Consulting (CommandMCS); (c)
Education & Training (CommandU) and (d) Software & Hardware (CommandWARE).

In addition the following text appears below the images: Command Systems
offers strategic technology solutions to the IT challenges faced by businesses
today.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, SHARES OF COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

Command Systems(TM), CommandMCS(TM), CommandNET(TM), CommandOO(TM),
CommandPRO(TM), CommandSOURCE(TM), CommandSTAFF(TM), CommandU(TM),
CommandWARE(TM), CommandWEB(TM), Command2000(TM), C-BOLT(TM), Command
International Software(TM) and the Company's logo are trademarks of the
Company. All other trade names, trademarks or service marks appearing in this
Prospectus are the property of their respective owners and are not the
property of the Company.
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in this
Prospectus. Except as otherwise noted herein, all information in this
Prospectus (i) assumes no exercise of the Underwriters' over-allotment option;
(ii) reflects the conversion of all outstanding shares of the Company's Series
A and Series B Convertible Preferred Stock into an aggregate of 1,181,750
shares of Common Stock upon the consummation of this offering (the "Preferred
Stock Conversion") and (iii) reflects a 1-for-2 reverse stock split of the
Common Stock of the Company effected in February 1998. See "Capitalization,"
"Description of Capital Stock," "Principal and Selling Stockholders" and
"Underwriting."

THE COMPANY

Command Systems, Inc. ("Command" or the "Company") provides a wide range of
information technology ("IT") solutions and services to financial services
organizations to support their evolving business processes. The Company
utilizes leading technologies to offer its customers a comprehensive range of
IT services, including technology services, management consulting, and product
procurement and education services. In anticipation of the growing demand for
IT services, including Year 2000 solutions services, and the shortage of
skilled IT professionals in the United States, in 1996 the Company established
a software development facility in Bangalore, India (the "Offshore Technology
Resource Center") which today provides its customers with increased access to
skilled IT professionals on a cost-effective basis. As of December 31, 1997,
the Company employed 285 full-time consultants in its four U.S. offices and the
Offshore Technology Resource Center. The Company develops and maintains long-
term relationships with its customers. In 1997, the Company provided services
to over 100 customers and for each of 1996 and 1997 over 60% of the Company's
revenue was derived from existing customers from the previous year. The
Company's customers are typically large financial services organizations,
especially leading insurance companies, such as The Hartford, MassMutual,
Phoenix and Aetna, and G.E. Capital.

According to industry sources, the U.S. market for outsourced IT services is
expected to grow from over $13 billion in 1996 to approximately $24 billion in
2001, representing an average annual growth rate of 12.8%. The Company believes
that a number of factors will cause the demand for IT services to continue to
grow, particularly for organizations in such data and technology intensive
industries as the insurance, banking, brokerage and other financial services
industries (collectively, the "financial services organizations"). These
factors include intense competition, globalization, rapid technological
innovation and change, deregulation and the strategic business decision of many
financial services organizations to focus on core competencies. It has become
increasingly difficult and expensive for businesses to maintain in-house the
management capabilities and technical expertise necessary to successfully
integrate and deploy advanced IT systems and applications in a timely and cost-
effective manner. Financial services organizations are also particularly
sensitive to, and need to address, the Year 2000 problem (which prevents
existing applications from properly interpreting dates after 1999). As a
result, financial services organizations are increasingly turning to third-
party IT service providers to help them evaluate, develop, implement and
support new IT systems and applications, and to help them maintain existing
legacy systems and applications.

The Company solves business problems for its customers by designing, building
and implementing IT solutions that combine the Company's technical expertise
with the industry specific expertise it has gained through focusing on the
financial services industry for over twelve years. The technology services
offered by the Company include project-based applications development and
implementation, network design and deployment,

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<PAGE>

Internet/intranet development, Year 2000 solutions, IT staff augmentation and
systems maintenance. The Company also provides education and training services
to its customers' IT staffs, management consulting services for the development
of customers' long-term technology strategy and, to its middle market
customers, software and hardware procurement services to deliver a complete IT
solution. These services may be provided individually or as a combination of
offerings to provide comprehensive IT solutions. The Company believes that the
key attributes of its IT solutions are (i) the provision of a broad range of IT
services, (ii) its strategic focus on the financial services industry, (iii)
its Offshore Technology Resource Center, (iv) its complete range of Year 2000
solutions and (v) its expertise in key and emerging technologies.

The Company's objective is to become the preferred provider of IT services to
an expanding base of customers. The Company's strategies to achieve this
objective include (i) cross-selling its services to existing customers, (ii)
leveraging its expertise within the insurance market into a larger, more
diverse customer base within the broader financial services industries, (iii)
deriving a greater percentage of its revenue from higher margin services, (iv)
expanding its Offshore Technology Resource Center, (v) strengthening preferred
provider relationships with existing customers and (vi) attracting, training
and retaining highly skilled IT professionals.

The Company was incorporated in Delaware on July 1, 1997. Prior to that time,
the Company conducted its business as Command Systems Incorporated, a
corporation organized under the laws of the State of Connecticut on April 2,
1985, which was merged into the Company in December 1997. The Company's
executive offices are located at 76 Batterson Park Road, Farmington,
Connecticut, 06032 and its telephone number is (860) 409-2000. The Company's
World Wide Web address is www.commandsys.com. The Company's website is not part
of this Prospectus.

THE OFFERING

<TABLE>
<C> <S>
Common Stock offered by the Company................ 2,100,000 shares
Common Stock offered by the Selling Stockholders... 300,000 shares
Common Stock to be outstanding after the offering.. 7,556,750 shares (1)
Use of proceeds.................................... For the repayment of debt,
the payment of accumulated
and unpaid preferred stock
dividends, the expansion
of sales and marketing
capabilities and other
general corporate
purposes, including
working capital.
Nasdaq National Market Symbol...................... CMND
</TABLE>

- --------
(1) Excludes 200,550 shares of Common Stock issuable upon the exercise of stock
options outstanding as of February 1, 1998 at a weighted average exercise
price of $7.47 per share, 61,500 of which were issued on March 5, 1997 in
exchange for units of shadow stock issued pursuant to the Company's Shadow
Stock Incentive Plan (the "Exchange Options"), 45,550 of which are
currently exercisable, and 139,050 of which were issued pursuant to the
Company's 1997 Employee, Director and Consultant Stock Plan (the "1997 Plan
Options"), 2,500 of which are currently exercisable. See "Management--
Employee Benefit Plans."

4
<PAGE>

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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, YEAR ENDED
-------------------------------------------- DECEMBER 31, 1997
1993 1994 1995 1996 1997 PRO FORMA(3)
------- ------- -------- -------- -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................ $ 6,127 $ 9,272 $ 12,436 $ 17,069 $ 25,057 $ 25,057
Gross profit........... 406 2,382 3,328 4,575 8,084 8,084
Income (loss) from
operations............ (202) 280 315 (597) 829 373
Net income (loss)(1)... (256) 193 221 (423) (497) 425
Pro forma earnings
(loss) per common
share-diluted(2)...... $ 0.01 $ 0.06
======== ========
Shares used in per
share calculation..... 4,275 7,557
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------
AS
ACTUAL ADJUSTED(4)
------ -----------
<S> <C> <C>
BALANCE SHEET DATA:
Cash....................................................... $ 392 $ 19,942
Working capital ........................................... 78 19,628
Total assets............................................... 14,425 33,967
Short-term debt............................................ 1,414 556
Series A convertible preferred stock....................... 2,223 --
Series B convertible preferred stock....................... 8,000 --
Stockholders' equity (deficit)............................. (722) 29,903
</TABLE>
- --------
(1) Net loss for the year ended December 31, 1997 includes a one-time charge to
earnings of $693,000 as a provision for current and deferred income taxes
resulting from the termination of the Company's S corporation status. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operation--Income Tax Matters."
(2) Adjusted to reflect on a pro forma basis a federal income tax provision as
if the Company had historically been taxed as a C corporation.
(3) Adjusted to reflect (i) the purchase by the Company of the 49% minority
interest in the Offshore Technology Resource Center, (ii) the normalization
of United States federal income tax to reflect C corporation status and
(iii) the elimination of interest expense for debt repaid with a portion of
the net proceeds of this offering, as if such transactions had occurred at
the beginning of the year.
(4) Adjusted to reflect the sale of 2,100,000 shares of Common Stock offered by
the Company hereby, assuming an initial public offering price of $11.00 per
share and the anticipated application of the estimated net proceeds
therefrom, including payment of amounts outstanding under the Company's
credit facility, and to give effect to the Preferred Stock Conversion. See
"Use of Proceeds."

5
<PAGE>

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. The following factors, in addition to the other information
contained in this Prospectus, should be carefully considered in evaluating the
Company and its business before purchasing the shares of Common Stock offered
hereby. Included in this Prospectus are various forward-looking statements,
including, among others, the expected growth related to the Year 2000 problem,
the Company's goals and strategies, the pace of change in the IT marketplace,
the demand for IT services, the ability of the Company to capitalize on
offshore investments and infrastructure, the Company's goal to expand service
offerings and to pursue acquisitions, and the ability to leverage existing
relationships and Year 2000 engagements into additional contracts. These
statements are forward-looking and reflect the Company's current expectations.
Such statements are subject to a number of risks and uncertainties including,
but not limited to, the risk factors discussed below, changes in economic and
political environments, changes in technology and changes in the IT
marketplace. In light of the many risks and uncertainties surrounding the
Company and the IT marketplace, a prospective purchaser should keep in mind
that there can be no assurance that the results or outcomes indicated or
suggested by the forward-looking statements described in this Prospectus will
actually occur or be achieved.

MANAGEMENT OF GROWTH

The Company's business has grown significantly in size and complexity over
the past several years. Revenue increased by approximately 311% to $25.1
million in 1997 from $6.1 million in 1993, and increased by approximately 47%
from 1996 to 1997. In December 1996, the Company commenced its Bangalore,
India operations. This growth has placed and will continue to place
significant demands on the Company's management and administrative, technical
and other operational resources. In addition, to achieve continued growth, the
Company will be required to substantially increase the number of its
personnel, particularly skilled technical, marketing and management personnel,
and continue to develop and improve its operational, financial, communications
and other internal systems, in both the United States and at its Bangalore,
India facility. The Company's future success will also depend on the Company's
ability to continue to manage its projects and personnel in a manner that
maintains high rates of employee utilization at profitable billing rates as
well as quality performance, particularly if the size and scope of the
Company's projects increase. Certain members of the Company's senior
management team have been with the Company for less than a year and the
Company's senior management has no experience in managing publicly traded
companies. The Company's inability to manage its growth effectively could have
a material adverse effect on the quality of the Company's services and
projects, its ability to attract and retain key personnel, its business,
financial condition and results of operations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

COMPETITIVE MARKET FOR TECHNICAL PERSONNEL

The Company's success depends to a significant extent on its ability to
attract, train, motivate and retain highly skilled IT professionals,
particularly project managers, software engineers and other senior technical
personnel. There is currently a shortage of, and significant competition for,
software development professionals with the advanced technological skills
necessary to perform the services offered by the Company. This has caused
wages for such professionals to increase, which increases costs to IT service
providers such as the Company. The Company has at times in the past
experienced, and may in the future experience, a turnover rate for its IT
professionals that is higher than the industry average. In addition, many of
the IT consulting contracts that the Company enters into contain provisions
whereby, for a fee payable to the Company, the customer has a right to hire
the Company's IT professionals who are providing consulting services to the
customer. The Company's ability to maintain existing engagements and obtain
new business therefore depends, in large part, on its ability to hire and
retain additional technical personnel with the IT skills to keep pace with
continuing changes in information processing technology, evolving industry
standards and changing customer preferences. An inability to hire such
additional qualified personnel will impair the Company's ability to manage and
complete its existing projects and to bid for or obtain new projects. There
can be no assurance that the Company will be successful in attracting and
retaining future employees or retaining current employees. An inability to

6
<PAGE>

hire a sufficient number of qualified people or an inability to retain
employees could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business--Human
Resources."

RELIANCE ON SIGNIFICANT CUSTOMERS; ABSENCE OF LONG-TERM CONTRACTS

The Company has derived and believes that it will continue to derive a
significant portion of its revenue from a limited number of large corporate
customers. For the year ended December 31, 1997, the Company's four largest
customers, The Hartford Financial Services Group, Inc. ("The Hartford"), New
York Life Insurance Company ("New York Life"), Phoenix and The Mutual Life
Insurance Company of New York accounted for 13.1%, 13.0%, 10.3% and 7.1% of
the Company's total revenue, respectively. For the year ended December 31,
1996, the Company's four largest customers, The Hartford, New York Life,
MassMutual and Phoenix accounted for 13.6%, 12.6%, 8.4% and 8.1% of the
Company's total revenue, respectively. The volume of work performed for
specific customers is likely to vary from year to year, and a major customer
in one year may not provide the same level of revenue in any subsequent year.
The Company's typical customer contract term is six months and there can be no
assurance that a customer will renew its contract when it terminates. In
addition, the Company's contracts may generally be canceled by the customer at
any time and customers may unilaterally reduce their use of the Company's
services under such contracts without penalty. The termination or significant
reduction of its business relationship with any of its significant customers
would have a material adverse effect on the Company's business, financial
condition and results of operations. Because many of its contracted
engagements involve projects that are critical to the operations of its
customers' businesses, the Company's failure to meet a customer's expectations
could result in cancellation or nonrenewal of a contract and could damage the
Company's reputation and adversely affect its ability to attract new business.
Furthermore, the Company generally is not the exclusive outside source for IT
services to its customers. Accordingly, a customer's dissatisfaction with the
Company's performance could lead the customer to purchase these services from
a competitor. A significant aspect of the Company's growth strategy is to
leverage its expertise within the insurance industry into a larger, more
diverse customer base within the broader financial services market. However,
there can be no assurance that the Company will be successful in expanding its
customer base or that the management skills and systems currently in place
will be adequate to service such additional customers. See "Business--Business
Strategy," "--Customers," and "--Representative Engagements."

VARIABILITY OF QUARTERLY OPERATIONS AND FINANCIAL RESULTS

The Company's operations and related revenue and operating results
historically have varied substantially from quarter to quarter, and the
Company expects these variations to continue. Among the factors causing these
variations have been the number, timing and scope of IT projects in which the
Company is engaged, the contractual terms of such projects, delays incurred in
the performance of such projects, the accuracy of estimates of resources and
time frames required to complete ongoing projects, patterns of capital
spending by customers, IT outsourcing trends, pricing changes in response to
various competitive factors, new service introductions by the Company or its
competitors, levels of market acceptance of the Company's service and product
offerings and the Company's ability to staff its assignments with qualified
personnel and general economic conditions. A high percentage of the Company's
selling, general and administrative expenses, particularly salary, are
relatively fixed in advance of any particular quarter. As a result,
unanticipated variations in the number and timing of the Company's projects
during a particular quarter may cause significant variations in operating
results in that quarter. An unanticipated termination of a major project, a
customer's decision not to pursue a new project or proceed to succeeding
stages of a current project, or the completion during a quarter of several
major customer projects could require the Company to continue to pay for
underutilized personnel and, therefore, have a material adverse effect on the
Company's business, financial condition and results of operations. Any
unexpected shortfall in revenue without a corresponding and timely reduction
in staffing and other expenses, or a staffing increase that is unaccompanied
by a corresponding increase in revenue, could also have a material adverse
effect on the Company's business, financial condition and results of
operations. As a result of the foregoing factors, the Company's operating
results for a future quarter may be below the expectations of public market
analysts and investors. In such event, the price of the Company's

7
<PAGE>

Common Stock likely will be adversely affected. The Company believes,
therefore, that past operating results and period-to-period comparisons should
not be relied upon as an indication of future operating performance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

COMPETITION

The IT services market is highly competitive and fragmented and served by
numerous international, national, regional and local firms. Primary
competitors include other IT service providers, along with participants from a
variety of market segments, including "Big Six" accounting firms,
implementation firms, applications software firms, service groups of computer
equipment companies, general management consulting firms, programming
companies and temporary staffing firms, as well as in-house IT departments. In
addition, a significant and increasing number of companies have recently
announced that they offer Year 2000 solutions services or automated Year 2000
solutions software products. Many of the Company's competitors have
significantly greater financial, technical and marketing resources and
generate greater revenue than the Company, and there can be no assurance that
the Company will not lose existing customers to such competitors. The Company
believes that its ability to compete also depends in part on a number of
factors outside its control, including the ability of its competitors to hire
and retain professional and technical employees, the price at which others
offer comparable services and the extent of its competitors' responsiveness to
customer needs. See "Business--Competition."

RISKS ASSOCIATED WITH YEAR 2000 SERVICE OFFERING

During 1996, in response to the needs and demands of its customers, the
Company began to offer Year 2000 solutions services. The Company has generated
new contracts for and has commenced work on a number of Year 2000 conversion
projects; however, as of December 31, 1997, the Company had completed only one
Year 2000 project and such services remain in an early stage of marketing and
customer acceptance. Following an alleged breach by the Company of a Year 2000
solutions services contract in early 1998, the customer terminated the
contract. The Company has limited experience in developing, marketing or
providing Year 2000 solutions services and, as a result, no assurance can be
given that it will be able to continue to develop such capabilities, or that
such capabilities may be developed in a timely and profitable manner.
Furthermore, no assurance can be made that the Company's services will achieve
market acceptance or that the Company will integrate and manage additional
technical personnel or meet client expectations. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Overview" and
"Business--Services."

FINITE NATURE OF DEMAND FOR YEAR 2000 SOLUTIONS SERVICES; OTHER RISKS OF
DECREASED DEMAND

The Company realized no revenue from Year 2000 solutions services in 1996
and 21% of its revenue from Year 2000 solutions services during the year ended
December 31, 1997. The Company expects that it will continue to receive
increased revenue from additional Year 2000 engagements in the near term.
However, the Company expects that Year 2000 engagements and revenue derived
from such engagements will peak prior to calendar year 2000 and diminish
rapidly thereafter as companies complete projects that address their needs.
When the demand for such services decreases, there will likely be a resulting
decrease in the Company's revenue. The extent of such decrease will depend on
the amount of revenue attributable to Year 2000 solutions services at the time
of such decreased demand and the Company's ability to offset such decrease by
increasing revenue from other services. Such decrease in revenue could have a
material adverse impact on the Company's business, financial condition and
results of operations. A core element of the Company's growth strategy is to
use the business relationships and the knowledge of its customers' computer
systems obtained in providing its Year 2000 solutions services to generate
additional IT projects for these customers. There can be no assurance,
however, that the Company will be successful in generating additional business
from its Year 2000 customers for other services. In addition, by utilizing
significant resources during the next several years to solve its customers'
Year 2000 problems, the Company's ability to continue to deliver other IT
services could be adversely affected.

The Company currently is engaged in extensive efforts to increase its
infrastructure of personnel, facilities, equipment and other resources to meet
anticipated growth in the demand for Year 2000 conversion and other IT
services. A rapid near-term decline in the demand for Year 2000 solutions
services would have a material adverse

8
<PAGE>

effect on the Company's business, financial condition and results of
operations. The Company faces various risks that may cause the demand for its
Year 2000 solutions services to decline, such as the risk that a competitor
may introduce automated software processes or tools that would enable
companies to perform their own Year 2000 solutions services more effectively,
and the risk that the Company might fail to perform Year 2000 solutions
services correctly for a specific customer under circumstances which might
result in negative publicity, possible litigation and possible liability. See
"Business--Services."

RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW SOLUTIONS

The market for the services offered by the Company is characterized by
rapidly changing technology and frequent new service and product
introductions. The development of new technology, services and products can
render existing technology, services and products obsolete. The Company's
continued success will depend on its ability to attract and retain highly
capable technical personnel, to enhance its existing service and product
offerings, to develop new service and product offerings on a timely and cost-
effective basis and to keep pace with technological developments and changing
customer requirements. There can be no assurance that the Company will be
successful in developing and marketing such enhanced or new service or product
offerings or in acquiring resale rights to support product offerings from
vendors.

DEPENDENCE ON OFFSHORE SOFTWARE DEVELOPMENT FACILITY

In 1996, the Company established an Offshore Technology Resource Center in
Bangalore, India that is intended to provide the Company with improved access
to IT professionals, cost advantages and the ability to provide flexible
coverage for its outsourcing services customers. To provide its service
delivery model, the Company must maintain communications between its offices,
the offices of its customers in the United States and the Offshore Technology
Resource Center. Any loss of the Company's ability to transmit voice and data
through satellite communications to India could have a material adverse effect
on the Company's business, financial condition and results of operations. In
the past, India has experienced significant inflation, low growth in gross
domestic product and shortages of foreign exchange. India also has experienced
civil unrest and terrorism and, in the past, has been involved in conflict
with neighboring countries. No assurance can be given that the Company will
not be adversely affected by changes in inflation, interest rates, taxation,
social stability or other political, economic or diplomatic developments in or
affecting India in the future. In addition, the Indian government has
exercised and continues to exercise significant influence over many aspects of
the Indian economy, and Indian government actions concerning the economy could
have a material adverse effect on private sector entities, including the
Company. During recent years, India's government has provided significant tax
incentives and relaxed certain regulatory restrictions in order to encourage
foreign investment in specified sectors of the economy, including the software
development industry. Certain of those benefits that directly affect the
Company include, among others, tax holidays, liberalized import and export
duties and preferential rules on foreign investment and repatriation.
Notwithstanding these benefits, however, India's central and state governments
remain significantly involved in the Indian economy. The elimination of any of
the benefits realized by the Company from its Indian operations could have a
material adverse effect on the Company's business, financial condition and
results of operations.

DEPENDENCE ON CONTINUED AUTHORIZATION TO RESELL

The Company's future success in both product sales and service and support
offerings depends largely on its continued status as an approved reseller of
products and its continued authorization as a service provider. Without such
sales and service authorizations, the Company would be unable to provide the
range of products and services it currently offers, including warranty
services. Consequently, the Company's future success depends in part on its
continued status as an authorized remarketer of computer products. There can
be no assurance, however, that the Company will maintain its status as an
approved reseller and service provider. The loss of one or more of such
authorizations could have a material adverse effect on the Company's business,
financial condition and results of operations.

9
<PAGE>

IMMIGRATION ISSUES

As of December 31, 1997, the Company employed four foreign nationals in the
United States. Each of these foreign nationals obtained the visa required from
the Immigration and Naturalization Service. During 1998, the Company intends
to increase the number of qualified foreign nationals which it employs in the
United States. There is a limit on the number of new petitions for visas that
the Immigration and Naturalization Service may approve in any government
fiscal year, and in years in which this limit is reached, the Company may be
unable to obtain visas necessary to bring critical foreign employees to the
United States. Compliance with existing United States immigration laws, or
changes in such laws making it more difficult to hire foreign nationals or
limiting the ability of the Company to attract and retain employees in the
United States, could require the Company to incur additional unexpected labor
costs and expenses. Any such restrictions or limitations on the Company's
hiring practices could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company believes
that its success, in part, may result from its ability to attract and retain
persons with technical and project management skills from other countries due
to the general shortage of qualified technical professionals in the United
States.

INTERNAL CONTROLS

The Company only recently implemented an accounting system capable of
generating information and reports necessary to appropriately manage a public
company, and currently is developing and implementing a system of internal
controls and otherwise developing an appropriate administrative
infrastructure. The failure to develop and maintain an effective internal
control structure could have a material adverse effect on the Company's
business, financial condition and results of operations.

RISKS OF DOING BUSINESS IN INTERNATIONAL MARKETS

For the year ended December 31, 1997 revenue derived from the Company's
operations in India accounted for approximately 10% of the Company's revenue,
all of which related to services performed for customers located in the United
States. The Company expects that revenue from its Indian operations, together
with revenue, if any, generated in the future from the provision of services
outside the United States, will account for an increasingly significant
percentage of the Company's revenue. As a result, the Company is subject to a
number of risks, including, among other things, difficulties relating to
administering its business globally, managing foreign operations, currency
fluctuations, restrictions against the repatriation of earnings, export
requirements and restrictions, and multiple and possibly overlapping tax
structures. The realization of any of the foregoing could have a material
adverse effect on the Company's business, financial condition and results of
operations. Any earnings generated in countries other than the United States
may be permanently invested or may be subject to considerable taxation if
repatriated to the United States. The Company presently incurs a significant
amount of its costs in local currency in India. In contrast, the Company
presently generates most of its revenue in U.S. dollars. Accordingly, the
Company is subject to risks that, as a result of currency fluctuations, the
translation of foreign currencies into U.S. dollars could adversely affect its
business, financial condition and results of operations. Historically, the
Company has not hedged any meaningful portion of its foreign exchange
transactions.

POTENTIAL LIABILITY TO CUSTOMERS

10
<PAGE>

be available on reasonable terms or will be available in sufficient amounts to
cover one or more large claims, or that the insurer will not disclaim coverage
as to any future claim. The successful assertion of one or more large claims
against the Company that exceed available insurance coverage, or changes in
the Company's insurance policies, including premium increases or the
imposition of large deductible or co-insurance requirements, could adversely
affect the Company's business, financial condition and results of operations.

RISKS RELATED TO POSSIBLE ACQUISITIONS AND INTERNAL EXPANSION

The Company may expand its operations through the acquisition of additional
businesses. To date, the Company has made no material acquisition of an
unaffiliated company. There can be no assurance that the Company will be able
to identify, acquire or profitably manage additional businesses or
successfully integrate any acquired businesses into the Company without
substantial expenses, delays or other operational or financial problems.
Further, acquisitions may involve a number of special risks, including
diversion of management's attention, failure to retain key acquired personnel,
unanticipated events or circumstances, legal liabilities and amortization of
acquired intangible assets, some or all of which could have a material adverse
effect on the Company's business, financial condition and results of
operations. Customer satisfaction or performance problems within an acquired
firm could have a material adverse impact on the reputation of the Company as
a whole. In addition, there can be no assurance that acquired businesses, if
any, will achieve anticipated revenue and earnings. The failure of the Company
to manage its acquisition strategy successfully could have a material adverse
effect on the Company's business, financial condition and results of
operations. In addition, the Company may issue additional shares of its Common
Stock to acquire such additional businesses, which may reduce the percentage
ownership of existing stockholders. See "Business--Business Strategy."

The Company may open new offices in attractive markets with its own
personnel. All of the Company's branch offices were originally start-up
operations. Not all branch offices have been successful. For example, the
Company closed its branch office in Minneapolis, Minnesota primarily as a
result of a shortage of qualified local IT professionals. There can be no
assurance that the Company will be able to establish, identify, acquire, or
integrate what will ultimately be successful branch operations. See
"Business--Business Strategy."

DEPENDENCE ON KEY EXECUTIVES

The Company's success will depend in large part upon the continued
availability of its key executive officers. In particular, the Company is
dependent upon the continued services of Edward G. Caputo, the Company's
President and Chief Executive Officer. The loss of the services of Mr. Caputo
or other key executives would have a material adverse effect on the Company.
The Company presently maintains key person life insurance on Mr. Caputo in the
amount of $5.0 million. This amount of insurance, however, may not be
sufficient to offset the Company's loss if Mr. Caputo's services were
unavailable. See "Management--Key Person Life Insurance."

CONTROL BY PRINCIPAL STOCKHOLDER

Upon completion of the offering, Mr. Caputo will beneficially own
approximately 56.6% of the outstanding shares of Common Stock (approximately
54.2% if the Underwriters' over-allotment option is exercised in full).
Accordingly, Mr. Caputo will retain the voting power to exercise control over
the election of members of the Board of Directors as well as any decision
whether to merge or sell the assets of the Company, adopt, amend or repeal the
Company's Amended and Restated Certificate of Incorporation and By-Laws, or
take other actions requiring the vote or consent of the Company's
stockholders. In addition, such a concentration of ownership may have the
effect of delaying or preventing a change in control of the Company, and may
also impede or preclude transactions in which stockholders might otherwise
receive a premium for their shares over current market prices. See
"Management--Directors and Executive Officers" and "Principal and Selling
Stockholders."

BROAD DISCRETION OF MANAGEMENT AS TO USE OF PROCEEDS

A substantial portion of the net proceeds to be received by the Company in
connection with this offering is not allocated for any specific purpose, but
will be allocated to working capital and general corporate purposes. A portion
or all of the net proceeds of this offering may also be used for strategic
acquisitions of businesses,

11
<PAGE>

products or technologies complementary to those of the Company; however, the
Company is not currently a party to any commitments or agreements and is not
currently involved in any negotiations with respect to any material
acquisitions. Accordingly, management will have broad discretion with respect
to the expenditure of such proceeds. Purchasers of shares of Common Stock
offered hereby will be entrusting their funds to the Company's management,
upon whose judgment they must depend, with limited information concerning the
specific working capital requirements and general corporate purposes to which
the funds will ultimately be applied. See "Use of Proceeds."

INTELLECTUAL PROPERTY RIGHTS

In order to protect its proprietary rights in its various intellectual
properties, the Company relies upon a combination of copyright and trade
secret laws, nondisclosure and other contractual arrangements. India is a
member of the Berne Convention, an international treaty. As a member of the
Berne Convention, the government of India has agreed to extend copyright
protection under its domestic laws to foreign works, including works created
or produced in the United States. The Company believes that laws, rules,
regulations and treaties in effect in the United States and India are adequate
to protect it from misappropriation or unauthorized use of its intellectual
property. However, there can be no assurance that such laws will not change
and, in particular, that the laws of India will not change in ways that may
prevent or restrict the transfer of software components, libraries and
toolsets from India to the United States. The Company enters into
confidentiality agreements with its employees and limits distribution of
proprietary information. There can be no assurance, however, that the steps
taken by the Company to protect its proprietary rights will be adequate to
deter misappropriation of its intellectual property, or that the Company will
be able to detect unauthorized use and take appropriate steps to enforce its
rights. The Company presently holds no patents or registered copyrights.
Although the Company believes that its intellectual property rights do not
infringe on the intellectual property rights of others, there can be no
assurance that such a claim will not be asserted against the Company in the
future, that assertion of such claims will not result in litigation or that
the Company would prevail in such litigation or be able to obtain a license
for the use of any infringed intellectual property from a third party on
commercially reasonable terms. Additionally, the Company may in the future
license certain technologies to its customers. There can be no assurance that
the Company will be able to successfully license these technologies, protect
them from infringement or misuse, or prevent infringement claims against the
Company in connection with its licensing efforts. The Company expects that the
risk of infringement claims against the Company will increase if more of the
Company's competitors are able to successfully obtain patents for software
products and processes. Any such claims, regardless of their outcome, could
result in substantial cost to the Company and divert management's attention
from the Company's operations. Any infringement claim or litigation against
the Company could, therefore, have a material adverse effect on the Company's
business, financial condition and results of operations. See "Business--
Intellectual Property Rights."

BENEFITS OF THE OFFERING TO CURRENT STOCKHOLDERS

The completion of this offering will provide significant benefits to the
current stockholders of the Company, including certain of its directors and
officers. The Company will not receive any of the net proceeds from the sale
of shares by the Selling Stockholders, which will be approximately $3.1
million in the aggregate, assuming a public offering price of $11.00 per
share. The completion of this offering will also create a public market for
the Common Stock and thereby is likely to substantially increase the market
value of the Common Stock held by current stockholders in the Company. Upon
the closing of this offering, assuming a public offering price of $11.00 per
share, the difference between the aggregate purchase price paid by the
Company's current stockholders for their shares and the aggregate market value
of such shares will be approximately $49.8 million. The Company also intends
to use a portion of the net proceeds of the offering to pay accumulated and
unpaid dividends (anticipated to be approximately $300,000 upon consummation
of this offering) on its Series A and Series B Convertible Preferred Stock
upon the Preferred Stock Conversion, which Preferred Stock is held by Phoenix
and its wholly-owned subsidiary PHL Global Holding Co. In addition, the
Company intends to use a portion of the net proceeds for the repayment of the
outstanding balance of its credit facility with People's Bank (approximately
$858,000 as of December 31, 1997). This credit facility is guaranteed by
Edward G. Caputo, a current stockholder, director and the President and Chief
Executive Officer of the Company. Mr. Caputo will

12
<PAGE>

thus benefit personally from the repayment of this guaranteed debt. See "Use
of Proceeds," "Dilution," "Management" and "Principal and Selling
Stockholders."

NO PUBLIC MARKET FOR THE COMMON STOCK; PRICE AND MARKET VOLATILITY

Prior to this offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will
develop or be sustained after this offering or that the market price of the
Common Stock will not decline below the initial public offering price. The
initial public offering price has been determined by negotiations between the
Company and the Representatives of the Underwriters and may not be indicative
of the market price of the Common Stock in the future. See "Underwriting" for
a discussion of the factors considered in determining the initial public
offering price.

Investors should be aware that market prices for securities of IT services
companies such as the Company are highly volatile. The market price of the
Common Stock could be subject to significant fluctuations in response to
variations in quarterly operating results, changes in earnings estimates by
securities analysts and other factors. In addition, the securities markets
recently have experienced substantial price and volume fluctuations that have
been unrelated or disproportionate to the operating performance of particular
companies. These broad fluctuations may adversely affect the market price of
the Common Stock.

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of shares of Common Stock in this offering will suffer an
immediate and substantial dilution in the net tangible book value of the
Common Stock from the initial public offering price. See "Dilution."

ABSENCE OF DIVIDENDS

No dividends have been paid on the Common Stock to date and the Company does
not anticipate paying dividends on the Common Stock in the foreseeable future.
See "Dividend Policy."

CERTAIN ANTI-TAKEOVER PROVISIONS

The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the Board of Directors to issue,
without stockholder approval, 4,999,800 shares of undesignated preferred stock
with voting, conversion and other rights and preferences that could adversely
affect the voting power or other rights of the holders of Common Stock. The
issuance of preferred stock or of rights to purchase preferred stock could be
used to discourage an unsolicited acquisition proposal. In addition, the
possible issuance of preferred stock could discourage a proxy contest, make
more difficult the acquisition of a substantial block of the Company's Common
Stock or limit the price that investors might be willing to pay in the future
for shares of the Company's Common Stock. The Certificate of Incorporation
also provides that: (i) the affirmative vote of the holders of at least 70% of
the voting power of all of the then outstanding shares of the capital stock of
the Company shall be required to adopt, amend or repeal any provision of the
By-Laws of the Company, (ii) following the closing of an initial public
offering, stockholders of the Company may not take any action by written
consent, (iii) following the closing of an initial public offering, the Board
of Directors will be classified into three classes with staggered terms of
three years each and (iv) members of the Board of Directors may be removed
only for cause and after reasonable notice and an opportunity to be heard
before the body proposing to remove such director. The foregoing provisions of
the Certificate of Incorporation could have the effect of delaying, deterring
or preventing a change in control of the Company. Delaware law also contains
provisions that may have the effect of delaying, deferring or preventing a
non-negotiated merger or other business combination involving the Company.
These provisions are intended to encourage any person interested in acquiring
the Company to negotiate with and obtain the approval of its Board of
Directors in connection with the transaction. Certain of these provisions may,
however, discourage a future acquisition of the Company not approved by the
Board of Directors in which stockholders might receive an attractive value for
their shares or that a substantial number or even a majority of the Company's
stockholders might believe to be in their best interest. As a result,
stockholders who desire to participate in such a transaction may not have the
opportunity to do so. See "Description of Capital Stock--Delaware Law and
Certain Charter and By-Law Provisions."

13
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

Sales of substantial amounts of Common Stock in the public market following
this offering could adversely affect the market price of the Common Stock.
Upon completion of this offering, the 2,400,000 shares offered hereby will be
freely tradable by persons other than "affiliates" of the Company without
restriction. The remaining 5,156,750 shares held by current stockholders of
the Company are subject to lock-up agreements (the "Lock-Up Agreements") under
which the holders of such shares have agreed not to sell or otherwise dispose
of such shares without the prior written consent of Cowen & Company, one of
the Representatives of the Underwriters, for a period of 180 days after the
date of this Prospectus. Upon expiration of the Lock-Up Agreements 180 days
after the date of this Prospectus (and assuming no exercise of outstanding
options), approximately 4,275,000 additional shares of Common Stock will be
available for sale in the public market, subject to the provisions of Rule 144
or Rule 701 under the Securities Act. The remaining 881,750 shares of Common
Stock will become eligible for sale in the public market, subject to the
provisions of Rule 144, over a period of less than one year and could be sold
earlier if the holders thereof exercise their registration rights. Promptly
following the consummation of this offering, the Company intends to register
an aggregate of 427,500 shares of Common Stock issuable under the 1997
Employee, Director and Consultant Stock Plan. Holders of approximately
5,297,750 shares of Common Stock (including 48,050 shares of Common Stock that
may be acquired pursuant to the exercise of options held by them and which are
currently exercisable) have agreed pursuant to the Lock-Up Agreements, not to
sell, offer, contract or grant any option to sell, pledge, transfer or
otherwise dispose of such shares for 180 days after the date of this
Prospectus.

Commencing 180 days after the date of this Prospectus, the holders of
approximately 881,750 shares of Common Stock will be entitled to certain
piggyback and S-3 registration rights with respect to such shares. By
exercising their registration rights, such holders could cause a large number
of shares to be registered and sold in the public market. Sales pursuant to
Rule 144 or other exemptions from registration, or pursuant to registration
rights, may have an adverse effect on the market price for the Common Stock
and could impair the Company's ability to raise capital through an offering of
its equity securities. See "Description of Capital Stock," "Shares Eligible
for Future Sale" and "Underwriting."

14
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,100,000 shares of
Common Stock offered by the Company hereby are estimated to be approximately
$20.5 million, assuming an initial public offering price of $11.00 per share
and after deducting the underwriting discounts and commissions and estimated
offering expenses payable by the Company. The principal purposes of this
offering are to increase the Company's equity capital, to create a public
market for the Common Stock, to facilitate future access by the Company to
public equity markets and to provide liquidity for the Company's existing
stockholders.

The Company intends to use a portion of the net proceeds for the repayment
of the outstanding balance under its secured credit facility with People's
Bank, of which $858,000 was outstanding as of December 31, 1997. The facility
bears interest at the bank's prime rate plus 0.5% per annum (9.0% as of
December 31, 1997). Amounts outstanding under such credit facility were used
by the Company for working capital purposes. The credit facility matures on
August 15, 1998. The Company also intends to use a portion of the net proceeds
to pay accumulated and unpaid dividends on its Series A convertible preferred
stock, par value $.01 per share (the "Series A Convertible Preferred Stock"),
and Series B convertible preferred stock, par value $.01 per share (the
"Series B Convertible Preferred Stock"), upon the Preferred Stock Conversion
(which dividends were equal to an aggregate of $75,474 as of December 31, 1997
and are anticipated to be an aggregate of approximately $300,000 upon the
consummation of this offering). The actual amount of the accumulated dividends
to be paid with a portion of the net proceeds will be based on the period of
time the Series A and Series B Convertible Preferred Stock are actually
outstanding. The Company intends to use the balance of the net proceeds from
this offering (i) to expand its sales and marketing capabilities by increasing
the size of its sales force and recruiting staff and expanding its marketing
and promotional programs and (ii) for general corporate purposes, including
working capital. The Company may also use a portion of such net proceeds for
acquisitions of businesses that are complementary to those of the Company.
While the Company from time to time evaluates such potential acquisitions, the
Company currently has no understandings, commitments or agreements with
respect to any acquisitions. The Company has not determined the amounts it
plans to expend with respect to each of the expected uses or the timing of
such expenditures. As a consequence, management will have the discretion to
allocate the net proceeds from this offering. The amounts actually expended
for each use may vary significantly depending on a number of factors,
including the amount of future revenue, the amount of cash generated or used
by the Company's operations, the progress of the Company's sales and marketing
efforts, the success of the Company's recruiting efforts, the status of
competitive services and acquisition opportunities presented to the Company.
Pending such uses, the net proceeds to the Company from this offering will be
invested in short-term, investment-grade, interest-bearing instruments.

The Company will not receive any proceeds from the sale of shares by the
Selling Stockholders. See "Principal and Selling Stockholders" and "Certain
Transactions--Transactions with Phoenix."

DIVIDEND POLICY

The Company has never declared or paid any dividends on its Common Stock.
The Company is, however, obligated to pay a 10% dividend on its Series A and
Series B Convertible Preferred Stock and intends to pay such accrued and
unpaid dividends with a portion of the net proceeds of this offering upon the
Preferred Stock Conversion. Following the Preferred Stock Conversion, the
Company does not anticipate paying any other cash dividends in the foreseeable
future and intends to retain any earnings to fund future growth and the
operation of its business. Under the terms of the Company's revolving line of
credit with People's Bank, the Company is currently prohibited from declaring
or paying any dividends, other than payment of dividends to the holders of its
Series A and Series B Convertible Preferred Stock provided that no event of
default exists. See "Risk Factors--Absence of Dividends," "Use of Proceeds"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources."

15
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997 (i) on an actual basis and (ii) on an as adjusted basis to
reflect the issuance and sale by the Company of 2,100,000 shares of Common
Stock offered hereby, assuming an initial public offering price of $11.00 per
share, after giving effect to the deduction of the underwriting discounts and
commissions and estimated offering expenses payable by the Company, the
application of the net proceeds thereof and the Preferred Stock Conversion.
The following table should be read in conjunction with the Consolidated
Financial Statements, including the Notes thereto, appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------
AS
ACTUAL ADJUSTED(1)
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt............................................ $1,414 $ 556
====== =======
Preferred stock, $.01 par value; 5,000,000 shares
authorized:
Series A convertible preferred stock, 100 shares
authorized, issued and outstanding; and no shares issued
and outstanding, as adjusted............................. $2,223 $ --
Series B convertible preferred stock, 100 shares
authorized, issued and outstanding; and no shares issued
and outstanding, as adjusted............................. 8,000 --
Stockholders' equity (deficit):
Common stock, $.01 par value; 25,000,000 shares
authorized; 4,275,000 shares issued and outstanding; and
7,556,750 as adjusted(2)................................. 1 34
Additional paid-in capital................................ -- 30,636
Accumulated deficit....................................... (636) (680)
Cumulative translation adjustment......................... (87) (87)
------ -------
Total stockholders' equity (deficit)..................... (722) 29,903
------ -------
Total capitalization................................... $9,501 $29,903
====== =======
</TABLE>
- --------
(1) Adjusted to reflect the sale of 2,100,000 shares of Common Stock offered
by the Company hereby, assuming an initial public offering price of $11.00
per share and the anticipated application of the estimated net proceeds
therefrom, including payment of amounts outstanding under the Company's
credit facility and to give effect to the Preferred Stock Conversion. See
"Use of Proceeds."
(2) Excludes 200,550 shares of Common Stock issuable upon exercise of stock
options outstanding (61,500 Exchange Options, 45,550 of which are
currently exercisable, and 139,050 1997 Plan Options, 2,500 of which are
currently exercisable) as of February 1, 1998 at a weighted average
exercise price of $7.47 per share.

<PAGE>

DILUTION

The pro forma net tangible book value of the Company as of December 31,
1997, assuming the Preferred Stock Conversion, was approximately $2.6 million
or $0.48 per share of Common Stock. Pro forma net tangible book value per
share is determined by dividing the net tangible book value of the Company
(pro forma tangible assets less total liabilities) by the number of shares of
Common Stock outstanding. Dilution per share represents the difference between
the amount per share paid by purchasers of shares of Common Stock in the
offering made hereby and the pro forma net tangible book value per share of
Common Stock immediately after completion of the offering. Without taking into
account any changes in such pro forma net tangible book value after December
31, 1997, other than to give effect to (i) the sale of 2,100,000 shares of
Common Stock by the Company in this offering assuming an initial public
offering price of $11.00 per share and after deducting the underwriting
discounts and commissions and estimated offering expenses and (ii) the
application of the estimated net proceeds therefrom, the pro forma net
tangible book value of the Company as of December 31, 1997 would have been
approximately $23.1 million or $3.05 per share. This represents an immediate
increase in pro forma net tangible book value of $2.57 per share to existing
stockholders and an immediate dilution in pro forma net tangible book value of
$7.95 per share to new investors. The following table illustrates this
dilution on a per share basis.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share(1).............. $11.00
Net tangible book value per share before offering............. $0.48
Increase per share attributable to new investors.............. 2.57
-----
Pro forma net tangible book value per share after offering...... 3.05
------
Dilution per share to new investors............................. $ 7.95
======
</TABLE>
- --------
(1) Before deducting underwriting discounts and commissions and estimated
offering expenses.

The following table summarizes on a pro forma basis, as of December 31,
1997, the number of shares of Common Stock purchased from the Company, the
total consideration paid to the Company and the average price per share of
Common Stock paid by the existing stockholders and new investors in this
offering, assuming an initial public offering price of $11.00 per share:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------ ------------------- PRICE
NUMBER (1) PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(2)...... 5,456,750 72.2% $10,187,000 30.6% $ 1.87
New investors................. 2,100,000 27.8 23,100,000 69.4 11.00
--------- ----- ----------- -----
Total....................... 7,556,750 100.0% $33,287,000 100.0%
========= ===== =========== =====
</TABLE>
- --------
(1) Sales by the Selling Stockholders in this offering will reduce the number
of shares held by existing stockholders to 5,156,750 or approximately
68.2% (4,796,750 shares or approximately 63.5% if the Underwriters' over-
allotment option is exercised in full) and will increase the number of
shares held by new investors to 2,400,000 or approximately 31.8%
(2,760,000 shares or approximately 36.5% if the Underwriters' over-
allotment option is exercised in full) of the total number of shares of
Common Stock outstanding after this offering. See "Principal and Selling
Stockholders."
(2) Number of shares held by existing stockholders consists of 4,275,000
shares of Common Stock issued and outstanding, 522,500 shares of Common
Stock issuable upon conversion of the Series A Convertible Preferred Stock
and 659,250 shares of Common Stock issuable upon conversion of the Series
B Convertible Preferred Stock. See "Principal and Selling Stockholders."

The foregoing table excludes 200,550 shares of Common Stock issuable upon
exercise of stock options outstanding (61,500 Exchange Options, 45,550 of
which are currently exercisable, and 139,050 1997 Plan Options, 2,500 of which
are currently exercisable) as of February 1, 1998 at a weighted average
exercise price of $7.47 per share. To the extent that such options are
exercised in the future, there will be further dilution to new investors. See
"Capitalization," "Management--Employee Benefit Plans" and "Description of
Capital Stock."

17
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of December 31, 1995,
1996 and 1997 and for the years then ended are derived from and are qualified
by reference to the audited Consolidated Financial Statements of the Company
and the Notes thereto. The selected consolidated financial data as of December
31, 1994 is derived from audited consolidated financial statements not
included in this Prospectus. The selected consolidated financial data as of
December 31, 1993 is derived from unaudited consolidated financial statements.
The unaudited consolidated financial statements include all adjustments,
consisting only of normal recurring accruals, which the Company considers
necessary for a fair presentation of the financial position and the results of
operations. Historical results are not necessarily indicative of results to be
expected in the future. The data should be read in conjunction with the
Consolidated Financial Statements, including the Notes thereto, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
other financial information included herein.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
1993 1994 1995 1996 1997
------- ------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue...................... $ 6,127 $ 9,272 $ 12,436 $ 17,069 $ 25,057
Cost of revenue.............. 5,721 6,890 9,108 12,494 16,973
------- ------- -------- -------- --------
Gross profit................ 406 2,382 3,328 4,575 8,084
Selling, general and
administrative expenses..... 608 2,102 3,013 5,172 7,255
------- ------- -------- -------- --------
Income (loss) from
operations................. (202) 280 315 (597) 829
Other income (expense), net.. (38) (55) (50) (75) (277)
------- ------- -------- -------- --------
Income (loss) before income
taxes and minority
interest.................... (240) 225 265 (672) 552
Income tax (provision)
benefit..................... (16) (32) (44) 8 95
Income tax (provision) for
change in corporate status.. -- -- -- -- (693)
------- ------- -------- -------- --------
Income (loss) before minority
interest.................... (256) 193 221 (664) (46)
Minority interest in net
(income) loss............... -- -- -- 241 (451)
------- ------- -------- -------- --------
Net income (loss)............ (256) 193 221 (423) (497)
Preferred stock dividends and
accretion................... -- -- -- -- (80)
------- ------- -------- -------- --------
Income (loss) applicable to
common stockholders......... $ (256) $ 193 $ 221 $ (423) $ (577)
======= ======= ======== ======== ========
Pro forma results of
operations:
Adjustments to U.S. federal
income tax provision
assuming C corporation
status for all periods..... $ 633
--------
Net income, as adjusted..... 136
Preferred stock dividends
and accretion.............. (80)
--------
Income applicable to common
stockholders............... $ 56
========
Pro forma earnings per
common share-diluted....... $ 0.01
========
Shares used in per share
calculation................. 4,275
<CAPTION>
DECEMBER 31,
----------------------------------------------
1993 1994 1995 1996 1997
------- ------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash ........................ $ 43 $ 83 $ 223 $ 444 $ 392
Working capital (deficit).... 265 86 85 (99) 78
Total assets................. 1,112 1,188 2,294 4,816 14,425
Short-term debt.............. 187 436 949 1,452 1,414
Long-term debt............... 418 -- -- 1,145 --
Series A convertible
preferred stock............. -- -- -- -- 2,223
Series B convertible
preferred stock............. -- -- -- -- 8,000
Stockholders' equity
(deficit)................... (50) 142 365 (58) (722)
</TABLE>

18
<PAGE>

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

The following discussion and analysis should be read in conjunction with
"Selected Financial Data" and the Company's Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this Prospectus.

OVERVIEW

The Company is a solutions provider offering IT services based on leading
technologies, including a wide variety of technology services, management
consulting, and product procurement and education services. Historically, the
Company has derived the majority of its revenue from the Company's traditional
IT consulting services and software and hardware procurement services.
However, as a result of the introduction of Year 2000 solutions services in
December 1996 and the significant demand for such services, a growing
percentage of the Company's revenue during the year ended December 31, 1997
was for the provision of Year 2000 solutions services, and the Company expects
this percentage to increase over the near term.

Over 90% of the Company's service revenue is billed on a time and materials
basis. Revenue from services provided on a time and materials basis is
recognized in the period that services are provided. The balance of the
Company's service revenue is derived from services provided on a fixed-price
basis. Such revenue is recognized using the percentage-of-completion method.
The Company bears the risk of cost overruns and inflation with respect to its
fixed-price projects. When entering into such contracts, the Company strives
to mitigate the attendant risks by subdividing such projects into smaller,
more manageable phases with fixed price and time frames. See "Risk Factors--
Variability of Quarterly Operations and Financial Results."

In the mid-1990s, several conferences and market pronouncements increased
worldwide awareness of the Year 2000 problem (which prevents existing
applications from properly interpreting dates after 1999). The Company began
providing Year 2000 solutions services in December 1996 through its workforce
both in the U.S. and at the Offshore Technology Resource Center in response to
the needs and demands of its customers. The Company has generated new
contracts for a significant number of Year 2000 conversion projects as a
result of the Company's methodology and experience with Year 2000 projects.
The Company recently increased its staff of software development professionals
in its Offshore Technology Resource Center to approximately 138 as of December
31, 1997 to perform the significant additional services required by its new
Year 2000 contracts. In order to meet the anticipated need for offshore IT
solutions services and to address the critical shortage of skilled IT
professionals in the U.S., the Company intends to increase its infrastructure
of personnel, facilities, equipment and other resources in the Offshore
Technology Resource Center. During 1998, the Company intends to expend
approximately $350,000 for the lease of additional office space in its
existing facility in downtown Bangalore, the purchase of equipment and
leasehold improvements. See "Risk Factors--Finite Nature of Demand for Year
2000 Solutions Services; Other Risks of Decreased Demand" and "Business--
Industry Overview."

Personnel and rent expenses represent a significant percentage of the
Company's operating expenses and are relatively fixed in advance of any
particular quarter. Senior management manages the Company's personnel
utilization rates by carefully monitoring its needs and basing most personnel
increases on specific project requirements. To the extent revenue does not
increase at a rate commensurate with these additional expenses, the Company's
results of operations could be materially and adversely affected.

During 1996, the Company entered into an agreement with Phoenix Home Life
Mutual Insurance Company ("Phoenix") to organize Command International
Software Pvt. in Bangalore, India, to establish the Offshore Technology
Resource Center. Initially, the Company and Phoenix maintained a 51% and 49%
interest, respectively, in Command International Software Pvt. On December 31,
1997, Phoenix, acting through a wholly-owned subsidiary, exchanged its 49%
interest for shares of the Company's Series B Convertible Preferred Stock

19
<PAGE>

which will be automatically converted into 659,250 shares of Common Stock upon
consummation of this offering. Accordingly, the Company currently owns 100% of
the Offshore Technology Resource Center. See "Certain Transactions."

As a result of the acquisition of the minority interest in the Offshore
Technology Resource Center, the Company recorded goodwill of approximately
$6.8 million which will be amortized over a period of 15 years commencing
January 1, 1998. Consequently, the Company will no longer report a minority
interest.

INCOME TAX MATTERS

From its inception through August 23, 1997, the Company elected to be taxed
under the S corporation provisions of the Internal Revenue Code of 1986, as
amended (the "Code"). An S corporation generally is not subject to income tax
at the corporate level (with certain exceptions under state income tax laws).
This election was terminated in conjunction with the formation of the Company
as a Delaware holding corporation and the issuance of its Series A Convertible
Preferred Stock.

In connection with the termination of its S corporation status, the Company
is required by the Code to change its method of accounting for tax reporting
purposes from the cash method to the accrual method. This change resulted in a
one-time charge to earnings in the three months ended September 30, 1997 of
$693,000 resulting from differences (of approximately $2.0 million) in the tax
treatment of certain of the Company's assets and liabilities under the cash
and accrual methods of accounting and is reflected through an increase in
current and deferred income tax liabilities. Under current statutes, this
liability will be payable over a period of four years.

The Offshore Technology Resource Center is eligible for certain favorable
tax treatment provided under India law including: (i) an exemption from
payment of corporate income taxes for a period of five consecutive years in
the first eight years of operation (the "Tax Holiday") or (ii) an exemption
from income taxes on the profits derived from India (the "Export Exemption").
The Export Exemption remains available after expiration of the Tax Holiday. As
a result of the availability of these exemptions, the Company has not recorded
deferred income taxes applicable to the undistributed earnings of the Offshore
Technology Resource Center, which aggregated approximately $429,000 (before
minority interest) as of December 31, 1997. The Company considers these
earnings to be permanently invested in India and does not anticipate
repatriating any of these earnings to the U.S. If any earnings of Command
Software are repatriated to the U.S. in the future, the Company will be
required to record a provision for income taxes on such amounts and, upon
repatriation of the funds, pay U.S. taxes thereon. See Note 4 of the Notes to
Consolidated Financial Statements.

20
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of
revenue for the years indicated:

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUE
--------------------------
YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Revenue......................................... 100.0% 100.0% 100.0%
Cost of revenue................................. 73.2 73.2 67.7
------- ------- -------
Gross profit................................... 26.8 26.8 32.3
Selling, general and administrative expenses.... 24.2 30.3 29.0
------- ------- -------
Income (loss) from operations.................. 2.6 (3.5) 3.3
Other income (expense), net..................... (0.4) (0.5) (1.1)
------- ------- -------
Income (loss) before income taxes and minority
interest....................................... 2.2 (4.0) 2.2
Income tax (provision) benefit.................. (0.4) -- 0.4
Income tax (provision) for change in corporate
status......................................... -- -- (2.8)
------- ------- -------
Income (loss) before minority interest.......... 1.8 (4.0) (0.2)
Minority interest in net (income) loss.......... -- 1.4 (1.8)
------- ------- -------
Net income (loss)............................... 1.8% (2.6)% (2.0)%
======= ======= =======
</TABLE>

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

Revenue. Revenue during the year ended December 31, 1997 increased by 46.8%
to $25.1 million from $17.1 million during the year ended December 31, 1996.
This increase resulted primarily from an increase in demand for the Company's
traditional IT consulting services and the introduction of Year 2000 solutions
services in December 1996.

Gross Profit. Cost of revenue consists primarily of salaries and employee
benefits for personnel as well as the cost of hardware and software purchased
for resale to customers. Gross profit during the year ended December 31, 1997
increased by 76.1% to $8.1 million from $4.6 million during the year ended
December 31, 1996. Gross profit as a percentage of revenue increased to 32.3%
during the year ended December 31, 1997 from 26.8% during the year ended
December 31, 1996. This increase resulted primarily from the introduction of
the Company's Year 2000 solutions services which are performed primarily from
the Company's Offshore Technology Resource Center and which typically carry
higher margins than the Company's IT services performed in the United States.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses consist primarily of salaries and employee benefits
for selling and administrative personnel as well as travel, telecommunications
and occupancy costs for the Company's U.S. and India operations. Selling,
general and administrative expenses during the year ended December 31, 1997
increased by 40.4% to $7.3 million from $5.2 million during the year ended
December 31, 1996. Selling, general and administrative expenses as a
percentage of revenue decreased to 29.0% during the year ended December 31,
1997 from 30.3% during the year ended December 31, 1996. The decrease resulted
primarily from increased revenue from the Company's offshore facilities.

Income (Loss) from Operations. Income from operations during the year ended
December 31, 1997 was $829,000 compared to a loss of $(597,000) during the
year ended December 31, 1996. Income from operations as a percentage of
revenue was 3.3% during the year ended December 31, 1997 as compared to a loss
of (3.5)% during the year ended December 31, 1996.

21
<PAGE>

Other Expense. Other expense during the year ended December 31, 1997
increased to $277,000 from $75,000 during the year ended December 31, 1996.
The increase resulted primarily from an increase in borrowing by the Company
to support the expansion of its Offshore Technology Resource Center.

Income Tax (Provision) Benefit. Income tax provision during the year ended
December 31, 1997 increased to $(598,000) from a benefit of $8,000 during the
year ended December 31, 1996. This increase was a result of the Company's
change from S corporation status to a C corporation, pursuant to which the
Company incurred a one-time charge in the amount of $693,000 because of the
related requirement to change from the cash method of accounting to the
accrual method of accounting.

Minority Interest in Net Income. Minority interest in net income consisted
of the 49% ownership interest by Phoenix in the Company's Offshore Technology
Resource Center. Minority interest in net income was $451,000 during the year
ended December 31, 1997. In December 1997 the Company purchased the 49%
interest from a wholly-owned subsidiary of Phoenix. See "Certain
Transactions."

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Revenue. Revenue during the year ended December 31, 1996 increased by 37.9%
to $17.1 million from $12.4 million during the year ended December 31, 1995.
The increase resulted primarily from an increase in demand for the Company's
traditional IT consulting services.

Gross Profit. Gross profit during the year ended December 31, 1996 increased
by 39.4% to $4.6 million from $3.3 million during the year ended December 31,
1995. Gross profit as a percentage of revenue remained constant at 26.8%.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses during the year ended December 31, 1996 increased by
73.3% to $5.2 million from $3.0 million during the year ended December 31,
1995. Selling, general and administrative expenses as a percentage of revenue
increased to 30.3% during the year ended December 31, 1996 from 24.2% during
the year ended December 31, 1995. The increase resulted primarily from
expansion of the Company's sales, marketing and recruiting capabilities to
support a higher level of revenue.

Income (Loss) from Operations. Loss from operations during the year ended
December 31, 1996 was $(597,000) compared to income of $315,000 during the
year ended December 31, 1995.

Other Expense. Other expense during the year ended December 31, 1996
increased to $75,000 from $50,000 during the year ended December 31, 1995. The
increase resulted primarily from an increase in borrowing by the Company to
support the creation of the Offshore Technology Resource Center.

Minority Interest in Net Income. Minority interest in net income was
$241,000 during the year ended December 31, 1996.

22
<PAGE>

QUARTERLY RESULTS OF OPERATIONS

The following tables set forth certain quarterly operating information for
each of the eight quarters ending December 31, 1997, both in dollars and as a
percentage of revenue. This information was derived from the unaudited
consolidated financial statements of the Company, which, in the opinion of
management, were prepared on the same basis as the Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in this
Prospectus and include all adjustments, consisting of normal recurring
accruals, which management considers necessary for the fair presentation of
the information for the periods presented. The financial data given below
should be read in conjunction with the Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this Prospectus. Results
for any previous fiscal quarter are not necessarily indicative of results for
the full year or for any future quarter.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1996 1996 1996 1996 1997 1997 1997 1997
-------- -------- --------- -------- -------- -------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Revenue................ $3,699 $4,568 $4,295 $4,507 $5,144 $5,736 $6,861 $7,316
Cost of revenue........ 2,636 3,157 3,048 3,653 3,846 3,987 4,380 4,760
------ ------ ------ ------ ------ ------ ------ ------
Gross profit.......... 1,063 1,411 1,247 854 1,298 1,749 2,481 2,556
Selling, general and
administrative
expenses.............. 1,062 1,212 1,187 1,711 1,474 1,731 2,079 1,971
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) from
operations........... 1 199 60 (857) (176) 18 402 585
Other income (expense),
net................... 15 (18) (24) (48) (38) (130) (73) (36)
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before
income taxes and
minority interest..... 16 181 36 (905) (214) (112) 329 549
Income tax (provision)
benefit............... -- -- (7) 15 -- -- 21 74
Income tax (provision)
for change in
corporate status...... -- -- -- -- -- -- (693) --
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before
minority interest..... 16 181 29 (890) (214) (112) (343) 623
Minority interest in
net (income) loss..... -- -- -- 241 (57) 33 (160) (267)
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss)...... $ 16 $ 181 $ 29 $ (649) $ (271) $ (79) $ (503) $ 356
====== ====== ====== ====== ====== ====== ====== ======
AS A PERCENTAGE OF TOTAL
REVENUE:
Revenue................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenue........ 71.3 69.1 71.0 81.1 74.8 69.5 63.8 65.1
------ ------ ------ ------ ------ ------ ------ ------
Gross profit.......... 28.7 30.9 29.0 18.9 25.2 30.5 36.2 34.9
Selling, general and
administrative
expenses.............. 28.7 26.5 27.6 38.0 28.6 30.2 30.3 26.9
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) from
operations........... -- 4.4 1.4 (19.1) (3.4) .3 5.9 8.0
Other income (expense),
net................... 0.4 (0.4) (0.6) (1.1) (0.7) (2.3) (1.1) (0.5)
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before
income taxes and
minority interest..... 0.4 4.0 0.8 (20.2) (4.1) (2.0) 4.8 7.5
Income tax (provision)
benefit............... -- -- (0.1) 0.4 -- -- 0.3 1.0
Income tax (provision)
for change in
corporate status...... -- -- -- -- -- -- (10.1) --
------ ------ ------ ------ ------ ------ ------ ------
Income (loss) before
minority interest..... 0.4 4.0 0.7 (19.8) (4.1) (2.0) (5.0) 8.5
Minority interest in
net (income) loss..... -- -- -- 5.4 (1.1) 0.6 (2.3) (3.6)
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss)...... 0.4% 4.0% 0.7% (14.4)% (5.2)% (1.4)% (7.3)% 4.9%
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

23
<PAGE>

The Company's operations and related revenue and operating results
historically have varied substantially from quarter to quarter and the Company
expects these variations to continue. Among the factors causing these
variations have been the number, timing and scope of IT projects in which the
Company is engaged, the accuracy of estimates of resources and time frames
required to complete ongoing projects, and general economic conditions. A high
percentage of the Company's selling, general and administrative expenses,
particularly salary, are relatively fixed in advance of any particular
quarter. As a result, unanticipated variations in the number and timing of the
Company's projects during a particular quarter may cause significant
variations in operating results in that quarter. An unanticipated termination
of a major project, a customer's decision not to pursue a new project or
proceed to succeeding stages of a current project, or the completion during a
quarter of several major customer projects could require the Company to
continue to pay for underutilized personnel and, therefore, have a material
adverse effect on the Company's business, financial condition and results of
operations. Demand for the Company's services generally is lower in the fourth
quarter due to reduced activity during the holiday season and fewer working
days for those customers which curtail operations during such period. The
Company anticipates that its business will continue to be subject to such
seasonal variations. See "Risk Factors--Variability of Quarterly Operations
and Financial Results."

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations and capital
expenditures primarily with internally generated cash flows, borrowings under
its line of credit facilities and proceeds from the issuance of subordinated
notes to Phoenix.

The Company's operating activities generated cash of $290,000 in 1997 and
used cash of $1.1 million in 1996 and $108,000 in 1995. In 1996 and 1995 the
use of cash was due primarily to increases in accounts receivable. In
addition, in 1996 the Company incurred an operating loss associated with start
up expenses for its Offshore Technology Resource Center.

The Company's capital expenditures used cash of $1.5 million during the year
ended December 31, 1997 and $955,000 for the year ended 1996, which were
primarily related to the operations of the Company's Offshore Technology
Resource Center. The Company's investing activities used cash of $264,000 in
1995 to finance additions to equipment and improvements.

The Company's financing activities provided cash of $1.2 million for the
year ended December 31, 1997, $2.2 million in 1996 and $512,000 in 1995.
During the year ended December 31, 1997, cash was generated primarily through
the Company's issuance of subordinated notes to Phoenix, investments by
Phoenix in the Offshore Technology Resource Center and bank borrowings. The
Company generated cash in 1996 primarily through the issuance of subordinated
notes to Phoenix in order to finance the establishment of its Offshore
Technology Resource Center. In 1995 financing activities generated cash
primarily as a result of borrowings under the Company's bank credit
facilities.

As of December 31, 1997, the Company had working capital of $78,000 and cash
of $392,000. The Company also had an available bank line of credit for its
U.S. facilities of $1.6 million as of December 31, 1997 ($2.5 million less
$900,000 outstanding). Borrowings under this bank line of credit are secured
by the Company's eligible accounts receivable and are utilized primarily to
fund the Company's working capital requirements. Such borrowings are also
guaranteed by Edward G. Caputo, the Company's President and Chief Executive
Officer. The Company intends to repay the outstanding balance under this line
of credit from the net proceeds of this offering. See "Use of Proceeds." The
line of credit contains certain financial covenants which require the Company
to maintain minimum total net worth, maximum total liabilities in relation to
total net worth and a current ratio of 1.25:1. At December 31, 1996, the
Company's current ratio was 1.04:1. This covenant default was waived by
People's Bank in May, 1997. Upon the advice of its independent accountants,
the Company adjusted its 1995 financial statements in connection with a post-
closing audit. As a result of such adjustments the Company was not in
compliance with any of these financial covenants for the year ended December
31, 1995 and the six month period ended June 30, 1996. These covenant defaults
were waived by People's Bank in August, 1996. While the Company does not
anticipate a need for the use of this facility in the forseeable future, if it
does borrow under

24
<PAGE>

the line it may be required to seek additional amendments or waivers in the
future. Although the Company anticipates that it would be able to obtain such
amendments or waivers, there can be no assurance that it would be able to do
so.

The Company's Offshore Technology Resource Center maintains a credit
facility for approximately $800,000 with Deutsche Bank. The outstanding
balance as of December 31, 1997 was $557,000; $450,000 of the facility is
denominated in U.S. dollars and is secured by a "Risk Take Over Agreement of
Deutsche Bank AG, New York." The balance of $107,000 is denominated in Indian
rupees. Of the $557,000 outstanding as of December 31, 1997, $157,000 was
repaid in January 1998 and $400,000 matures in March 1998. Borrowings under
the Indian credit facility are unsecured and are utilized primarily to fund
the working capital requirements of the Offshore Technology Resource Center.
Such borrowings are guaranteed by a wholly-owned subsidiary of Phoenix.

The Company's Offshore Technology Resource Center invoices its U.S.
customers in U.S. dollars to mitigate exchange risk; however, local expenses
are denominated in local currency. The Company presently incurs a significant
amount of its costs in local currency in India. In contrast, the Company
presently generates most of its revenue in U.S. dollars. Accordingly, the
Company is subject to risks that, as a result of currency fluctuations, the
translation of foreign currencies into U.S. dollars could adversely affect its
business, financial condition and results of operations. Historically, the
Company has not hedged any meaningful portion of its foreign exchange
transactions. See "Risk Factors--Risks of Doing Business in International
Markets."

On August 26, 1997, the Company issued to Phoenix 100 shares of its Series A
Convertible Preferred Stock, which has a liquidation preference of $2,186,137
plus accrued and unpaid dividends, in exchange for $2,186,137 of subordinated
indebtedness owed to Phoenix. Such dividends amounted to $75,474 as of
December 31, 1997. The Series A Convertible Preferred Stock entitles the
holder to one vote per share of Common Stock into which the Series A
Convertible Preferred Stock is convertible, including the right to elect one
director as a class, and has a dividend requirement of 10% per annum which
shall accrue on a cumulative basis (which rate will increase to 15% if certain
thresholds are not met). These shares are convertible at any time into an
aggregate of 522,500 shares of the Company's Common Stock and are redeemable
by Phoenix after July 31, 1999. These shares will automatically convert into
Common Stock upon consummation of this offering. See "Certain Transactions."

On December 31, 1997, the Company issued to PHL 100 shares of Series B
Convertible Preferred Stock, which has a liquidation preference of $8,000,000
and a dividend requirement of 10% per annum which shall accrue on a cumulative
basis. The holders are also entitled to one vote per share of Common Stock
into which the Series B Convertible Preferred Stock is convertible and the
right to elect one director as a class. These shares are redeemable by PHL
after July 31, 1999 and are convertible at any time into an aggregate of
659,250 shares of the Company's Common Stock. The Series B Convertible
Preferred Stock will automatically convert into Common Stock upon consummation
of this offering. See "Certain Transactions."

The Company believes that the net proceeds of this offering, together with
available funds, existing credit facilities and the cash flow expected to be
generated from operations, will be adequate to satisfy its current and planned
operations for at least the next 24 months.

INFLATION

The Company's most significant costs are the salaries and related benefits
for its consultants and other professionals. Competition in India and the U.S.
for IT professionals with the advanced technological skills necessary to
perform the services offered by the Company have caused wages to increase at a
rate greater than the general rate of inflation. As with other IT service
providers, the Company must adequately anticipate wage increases. Further,
India has in the past experienced significant inflation. Historically, the
Company's wage costs in India have been significantly lower than its wage
costs in the U.S. for comparably skilled employees, although wage costs in
India are presently increasing at a faster rate than in the U.S. There can be
no assurance that the Company will be able to recover cost increases through
increases in the prices that it charges for its services in the U.S. See "Risk
Factors--Competitive Market for Technical Personnel."

25
<PAGE>

THE YEAR 2000 ISSUE

The Company does not believe that it has material exposure to the Year 2000
issue with respect to its own information systems since its existing systems
correctly define the year 2000. Although the Company believes that the
information systems of its major vendors (insofar as they relate to the
Company's business) comply with Year 2000 requirements, there can be no
assurance that the Year 2000 issue will not affect the information systems of
the Company's major vendors as they relate to the Company's business, or that
any such impact of a major vendor's information system would not have a
material adverse effect on the Company.

26
<PAGE>

BUSINESS

SUMMARY

The Company provides a wide range of IT solutions and services to financial
services organizations to support their evolving business processes. The
Company utilizes leading technologies to offer its customers a comprehensive
range of IT services, including technology services, management consulting,
and product procurement and education services. In anticipation of the growing
demand for IT services, including Year 2000 solutions services, and the
shortage of skilled IT professionals in the United States, in 1996 the Company
established its Offshore Technology Resource Center in Bangalore, India, which
today provides its customers with increased access to skilled IT professionals
on a cost-effective basis. As of December 31, 1997, the Company employed 285
full-time consultants in its four U.S. offices and the Offshore Technology
Resource Center. The Company develops and maintains long-term relationships
with its customers. In 1997, the Company provided services to over 100
customers and for each of 1996 and 1997 over 60% of the Company's revenue was
derived from existing customers from the previous year. The Company's
customers are typically large financial services organizations, especially
leading insurance companies, such as The Hartford, MassMutual, Phoenix and
Aetna, and G.E. Capital.

INDUSTRY OVERVIEW

Intense competition, globalization, rapid technological innovation and
deregulation are accelerating the rate of change in business today,
particularly for organizations in such data and technology intensive
industries as the insurance, banking, brokerage and other financial services
industries. Financial services organizations face increasing pressures to
improve product and service quality, reduce costs, improve operating
efficiencies and strengthen customer relationships. These organizations are
changing and adapting their business processes in order to achieve these
objectives and therefore require systems and personnel that are flexible and
capable of rapid change. Accordingly, a financial services organization's
ability to successfully integrate and deploy advanced IT systems and
applications in a timely and cost-effective manner has become critical to its
success in today's rapidly changing business environment. In addition, many
financial services organizations have begun to view IT solutions as strategic
tools that can be used to gain competitive advantages such as reducing the
time to market of products, providing an expanded mix of value-added client
services, reducing the cost of development and maintenance of systems and
providing timely access to information.

At the same time, rapid technological advances have accelerated the pace of
transition from mainframe to client/server architectures and from the
utilization of many interdepartmental systems to enterprise-wide integrated
systems. These technological advances have also increased the use of network
and Internet/intranet communications systems. In addition, such technological
advances have accelerated the convergence of the foregoing technologies.
Although these rapid technological advances and other emerging and converging
technologies offer the promise of faster, more functional and more flexible IT
systems and applications, the implementation of business solutions utilizing
these new technologies presents organizations and IT departments with major
challenges. Evaluating, developing and integrating these solutions requires a
large number of highly skilled individuals trained in many diverse
technologies and architectures. However, there is a shortage of these
individuals, and consequently many organizations either will not have
sufficient staffing to satisfy their needs or will not have personnel with
adequate expertise. Moreover, many companies have made a strategic decision to
focus on their core competencies, minimize their fixed costs and reduce their
work forces, thereby preventing them from investing in large IT staffs.

As a result, many organizations are increasingly turning to third-party IT
service providers to help them evaluate, develop, implement and support new IT
systems and applications, and to help them maintain existing legacy systems
and applications. Consequently, demand for IT services has grown
significantly. According to industry sources, the U.S. market for outsourced
IT services is expected to grow from over $13 billion in 1996 to approximately
$24 billion in the year 2001, representing an average annual growth rate of
12.8%. IT services

27
<PAGE>

are particularly essential to the financial services industry, whose business
is highly dependent on effective data processing management and analysis.
Third-party implementation of such services in a timely and cost-effective
manner requires not only technical expertise, but also highly developed
project management skills and prior experience with the customers' systems.
Also, because of needs specific to their industry, financial services
organizations frequently seek IT service providers with financial industry
experience.

Financial services organizations are particularly sensitive to, and need to
address, the Year 2000 problem (which prevents existing applications from
properly interpreting dates after 1999), because it would prevent or inhibit
the proper calculation of critical data and ultimately, if not corrected, may
lead to an interruption or discontinuation of service. Solving a Year 2000
problem is a highly time and labor intensive project, typically requiring (i)
identification and analysis of programs that are or may be affected, (ii)
analysis of up to millions of lines of code and millions of items of data,
(iii) renovation of affected code and (iv) testing. Although the cost to
remedy the Year 2000 problem is difficult to estimate, a recognized industry
source has estimated that the worldwide costs (including in-house costs) to
resolve the Year 2000 problem could range from $300 billion to $600 billion.
Many providers of IT services expect to have an opportunity to leverage
services rendered in connection with solving Year 2000 problems into other
projects that require experience with these same customer systems, including
(i) maintaining and reengineering legacy systems, which many financial
services organizations choose to maintain in order to maximize their
investments in these systems and because of the high degree of customized
functionality they provide and (ii) addressing the growing backlog of
applications development projects that are accumulating while IT departments
devote greater portions of their limited budgets and deploy more of their
personnel on the Year 2000 problem.

As organizations continue to maintain legacy systems, migrate from mainframe
to client/server architectures, implement other emerging IT technologies and
address the Year 2000 problem, the demand for IT professionals will continue
to rise and the shortage of IT professionals is expected to become more
severe. Meanwhile, financial services organizations continue to be challenged
by the rising costs of applications development and maintenance and the large
and growing backlog of applications development projects. For these reasons,
financial services organizations are increasingly turning to outside IT
service providers. By outsourcing IT services, companies are able to (i) focus
on their core business, (ii) access specialized technical skills, (iii)
implement IT solutions more rapidly, (iv) benefit from flexible staffing and
(v) reduce the cost of recruiting and training.

THE COMMAND SYSTEMS SOLUTION

Command Systems provides IT services and solutions to financial services
organizations by integrating and deploying new IT technologies to support
evolving business processes in an efficient and cost-effective manner. The
following are key attributes of the Command Systems solution:

Broad Range of IT Services. The Company provides its customers with a
single source for a broad range of IT services including (i) application
development and implementation, (ii) network design and deployment, (iii)
Internet/intranet application development, (iv) Year 2000 solutions, (v) IT
staff augmentation and (vi) systems maintenance. The Company provides its
services in a wide variety of computing environments (including
client/server and legacy-based platforms) and utilizes leading technologies
such as object-oriented development, database management systems and
various Internet/intranet networking technologies. In addition, the Company
has recently introduced management consulting services to meet the
strategic IT needs of its customers.

Strategic Focus on Financial Services Industry. By focusing on the
financial services industry since 1985, and particularly on the needs of
large insurance companies, the Company has developed expertise in a large
vertical market dominated by large organizations with extensive IT needs.
The Company leverages its expertise in the financial services industry to
increase its customer base and to increase its business from existing
customers. By hiring personnel with experience in the financial services
industry, the Company has been able to establish new relationships with
customers in this industry as well as maintain or strengthen existing
relationships.

28
<PAGE>

Offshore Technology Resource Center. In anticipation of the growing
demand for IT services and the shortage of skilled IT professionals in the
United States, the Company in 1996 established the Offshore Technology
Resource Center in Bangalore, India. The Company believes that its Offshore
Technology Resource Center offers customers certain advantages, including
access to a large pool of IT professionals and lower development costs.

Complete Range of Year 2000 Solutions Services. The Company's services
include a comprehensive approach to the Year 2000 problem that (i)
identifies and analyzes programs that are or may be affected, (ii) analyzes
up to millions of lines of code and millions of items of data, (iii)
renovates affected code to make it Year 2000 compliant and (iv) conducts
multi-level testing. The Company believes that its Command2000 conversion
methodology results in cost-effective and timely conversion solutions for
its customers.

Expertise in Key and Emerging Technologies. The Company hires highly
skilled personnel who are experienced with key technologies (such as
client/server development and design and network integration) and emerging
technologies (such as data warehousing and object-oriented analysis and
design). Additionally, the Company's IT professionals receive initial and
ongoing training in a variety of technology platforms. The Company assists
customers in understanding the latest IT developments and guides them
through the implementation of the IT solutions best suited to their needs.

BUSINESS STRATEGY

The Company's objective is to become the preferred provider of IT services
to an expanding base of customers. The Company's strategies to achieve this
objective include the following:

Cross-Sell Services to Existing Customers. The Company's relationships
with its customers provide it with an opportunity to market additional
services and solutions to such customers. The Company seeks to maximize its
customer retention rate and secure additional engagements by providing
high-quality, responsive services. As a result of the Company's expertise
in the financial services industry and the addition of strategic IT
management consulting services, the Company is taking greater
responsibility for the delivery of management level strategic systems
solutions, thereby positioning itself to leverage its insurance industry
expertise to provide management consulting services to its existing
customer base. In addition, the Company believes that the detailed
knowledge of customers' organizations, systems and needs that it gains
during the performance of its Year 2000 conversion projects will serve as a
competitive advantage in securing other projects from these customers.

Leverage Expertise in Insurance Market. The Company will seek to leverage
its expertise within the insurance industry into a larger, more diverse
customer base within the broader financial services market, especially as
deregulation encourages the creation of full service financial services
organizations. The insurance, banking and other financial services
industries are generally dominated by large companies with extensive IT
needs. The Company will seek to leverage its industry-specific expertise
and its existing accounts into a larger number of customers in these IT
intensive markets. As the Company expands its customer base, it intends to
open additional regional sales offices in the U.S. to enable the Company to
sell to and support existing and new customers in expanded geographic areas
and industries. To achieve these goals, the Company may seek strategic
acquisitions of organizations that complement or enhance the Company's core
skills.

Continue Migration to Higher Margin Services. The Company seeks to
continue to derive a greater percentage of its revenue from higher margin
services. To support this goal, in December 1996 the Company began to
manage Year 2000 solutions services for its customers and in July 1997 the
Company began offering management consulting services. The Company has also
reorganized its sales force to focus on the delivery of complete projects
and solutions to its clients. The Company believes that projects managed by
the Company will carry higher margins and will better enable it to become a
full service technology solutions provider to its customers.

29
<PAGE>

Further Develop Offshore Technology Resource Center. To help meet the
growing demand for IT services, the Company will continue to invest in its
Offshore Technology Resource Center in Bangalore, India. The Company
believes that the further development of its offshore infrastructure will
improve the Company's access to IT professionals, reduce its costs
associated with providing IT services and enable it to provide better
support to its customers. This facility, which has been operational since
December 1996, utilizes state-of-the-art technology and is connected via
secure, high-speed satellite links to the Company's headquarters, branch
offices and customer sites. The staff at the Offshore Technology Resource
Center has grown to 144 employees as of December 31, 1997 from 26 employees
at the end of 1996.

Continued Development of Long-Term Relationships with Customers. The
Company continues to develop preferred provider relationships with its
customers. The Company's on-site personnel are integrated into the
operations of its customers' IT departments. In addition, the Company makes
significant investments in technology enhancements to support the strategic
technical direction of its customers. The Company also uses several methods
to obtain continuous customer feedback, including customer satisfaction
surveys, consultant performance surveys and regularly scheduled meetings
with senior management of each customer. A significant portion of the
compensation of the Company's senior executives, sales executives and
senior project managers is directly linked to customer satisfaction and the
delivery of high quality, timely IT services at or below budget. The
Company believes that these initiatives foster long-term customer
satisfaction as evidenced by the fact that for each of the fiscal years
ended December 31, 1996 and 1997 existing customers from the previous
fiscal year generated over 60% of the Company's revenue.

Attract, Train and Retain Highly Skilled IT Professionals. The Company's
future success depends to a significant extent on its ability to attract,
train, motivate and retain highly skilled IT professionals, particularly
project managers, software engineers and other technology leaders. To
achieve this objective, the Company maintains programs and personnel to
identify and hire the best available IT professionals. The Company conducts
training of its IT professionals in both legacy systems and emerging
technologies to maintain its position as a technological leader and to
enhance its methodologies. In addition, the Company utilizes its IT
educational courses as an additional method of recruiting IT professionals.
In order to attract, motivate and retain its employees in the face of
existing shortages of IT professionals, the Company focuses on its
corporate culture, incentive programs, compensation and benefits and
provides a career and education management program to create an
individualized structured career growth plan for its employees. The Company
also has access to a large pool of IT professionals through its state-of-
the-art Offshore Technology Resource Center.

SERVICES

The Company is a solutions provider offering IT services based on leading
technologies, including a wide variety of technology services, management
consulting, and product procurement and education services. These services may
be provided individually or as a combination of services offerings to provide
complete solutions. The Company has adopted an integrated approach to
providing solutions to its customers. Each of the Company's service offerings
is led by a technology leader, supported by a team of dedicated IT consultants
with focused expertise in the technologies specific to such service offering.
The Company's dedicated teams of service providers work closely with each
other, with the Company's customers and with a wide variety of technology
vendors to ensure the availability of leading-edge technologies and
capabilities, cost efficient and timely delivery of services and the
development of solutions for specific business needs and objectives. The
Company believes that its integrated approach to designing, developing and
implementing its services offerings promotes long-term customer satisfaction,
active customer involvement and a more complete understanding of customer
requirements. The Company offers the following services:

30
<PAGE>

TECHNOLOGY SERVICES

The Company solves business problems by building technical solutions for
customers utilizing the Company's business and technology expertise. The
Company's organization enables focused attention to customer requirements
and is based on the following services:

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

COMMAND SYSTEMS SOLUTIONS DESCRIPTION
- --------------------------------------------------------------------------------

COMMANDPRO--Project-based applica- . Requirements definition and
tion development and implementa- vision
tion services, including turnkey . General analysis
application systems development, . Prototype sizing and
migration and/or integration of functionality assessment
client/server systems through all . Detail analysis
phases of the development life cy- . Platform and tool selection
cle from design through production . Data modeling and interface
implementation. development

. Development and implementation
The Company develops application scheduling
systems utilizing leading technol- . Prototype development
ogy tools provided by vendors such . Prototype deployment to
as: selected users

. Full architectural and platform
. Microsoft development
. Powersoft . Total application system
. Oracle development
. Rational . Enterprise testing
. Lotus/IBM . Implementation
. Cognos

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

COMMANDNET--Integrated network . Workstation Migration--Deploys
services to design and deploy net- consistent enterprise user
works, including related hardware workstations.
and software systems to: . Messaging--Provides better
communications and reduced
. Reduce network complexity cost of management.
. Improve deployment speed . Network Systems Engineering--
. Standardize platforms Designs and deploys LAN/WAN
. Integrate messaging software and hardware.
. Manage software assets . Enterprise Software
. Reduce help desk support Management--Designs and
. Improve enterprise network deploys software management
efficiency solutions.
. Reduce cost of ownership

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

COMMANDWEB--Internet/intranet ap- . Web-enabling legacy
plication development services. application development
Provides web-based application and . Web page design
communication solutions to improve . Graphics and multimedia
internal and external communica- . Security protection
tions and services. . Internet application
development

CommandWEB incorporates the use of
leading technologies such as: Ja-
va, HTML, PERL, and leading web
servers from Microsoft, Oracle and
Sun Microsystems.

<PAGE>

COMMAND SYSTEMS SOLUTIONS

DESCRIPTION

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

COMMAND2000--Year 2000 solutions The Company provides the following
services. Provides expertise to six step methodology to analyze,
cost-effectively assess business renovate and test millions of lines
requirements and develop quality of code and millions of items of
solutions utilizing a combina- data:
tion of on-site project manage-
ment staff and programming sup-
port from the Company's Offshore
Technology Resource Center in
Bangalore, India.

. Management Awareness--Advise
corporate executives of the na-
ture and scope of the Year 2000
problem.
. Inventory Analysis--Provide a
comprehensive survey, data col-
lection and analysis of the
scope of the Year 2000 problem
by application, line of business
or enterprise.
. Portfolio Assessment--Perform an
in-depth assessment of all of
the date fields and date
processing routines. Source code
is analyzed and computer program
interaction is documented.
. Change Strategy--Determine the
conversion schedule and logis-
tics by focusing on the rela-
tionships of computer system
components.
. Application Renovation--Deliver
on-site project management and
analysis at the customer facili-
ty, combined with the renovation
of affected code.
. Testing--Provide unit testing
and parallel testing comparisons
back to the predetermined base-
line of each application system.

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

COMMANDOO--Object- . Incorporate the use of business
oriented development services to objects within the application
improve new application develop- design.
ment time to market and reduce . Establish a repeatable process
ongoing application maintenance for the project life cycle.
expense by providing and utiliz- . Develop and utilize enterprise-
ing leading object-oriented wide object repository.
tools, methodologies and expert-
ise.

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

COMMANDSTAFF-- . Design
IT staff augmentation services . Data modeling
to provide customers with highly . Analysis
skilled IT professionals, over a . Programming
wide range of technologies from . Development
client server and/or traditional . Testing
technology developers to help . Networking
desk support to supplement IT . Implementation
requirements on demand and as . Help Desk
needed. IT professionals are . Maintenance
carefully selected and techni-
cally qualified to match areas
of expertise with specific cus-
tomer requirements.

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

COMMANDSOURCE--Provides and man- Outsource and/or insource ongoing
ages customer application maintenance and
long-term maintenance of appli- enhancement needs across
cation systems by utilizing a client/server and mainframe computer
range of technology toolsets. environments, onsite at customer lo-
The Company provides carefully cations, offsite at the Company's
selected and qualified resources domestic offices and/or at the Off-
that are fully integrated into shore Technology Resource Center.
the customer's IT environment.

32
<PAGE>

EDUCATIONAL SERVICES

The Company believes that an integral part of delivering technology
solutions to customers is developing the expertise needed by the
customers' IT staff. The Company focuses on providing its customers' IT
staff with the most current skills required for application systems
development.

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

COMMAND SYSTEMS SOLUTIONS DESCRIPTION

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

COMMANDU--Technology Education . Provides client/server,
Centers. The Company trains soft- networking, object-oriented
ware developers in state-of-the- techniques and database
art development tools available training for developers of
from leading software tool vendors application systems and
such as: network integrators.

.Microsoft . Provides technical development
.Powersoft training program for the skill
.Rational migration of customers' staff
and the technical skill
development of the Company's
new hires.

MANAGEMENT CONSULTING SERVICES

The Company develops long-term technology plans that help customers
achieve specific strategic business objectives. The Company's management
consultants typically interface with the customers' senior management.

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

COMMAND SYSTEMS SOLUTIONS DESCRIPTION

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

COMMANDMCS--These strategic con- . Electronic Commerce
sulting services address the needs . Business Process Reengineering
of senior IT management and orga- . Technology Migration Planning
nizational design to enhance and . Change Management
maximize the use of resources. . Technical Architecture

<PAGE>

SOFTWARE AND HARDWARE SOLUTIONS

One of the Company's goals is to provide comprehensive turnkey IT
solutions for its customers. Primarily for its middle market customers,
the Company incorporates product procurement services into the IT
solutions that it provides, including electronic product ordering, product
configuration, testing and delivery.

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

COMMAND SYSTEMS SOLUTIONS DESCRIPTION

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

COMMANDWARE--The Company can offer . Turnkey solutions to middle
complete IT solutions, including market customers as a value-
the procurement of software and added reseller of hardware
hardware products necessary for products from several leading
the rapid migration toward new manufacturers.
technological environments.

. Software products and
application solutions through
value-added resales of
software products from several
leading software developers.

. C-BOLT--Character-Based On
Line Testing for Year 2000
mainframe automated software
quality assurance testing
through a proprietary terminal
emulation software product
that extends the power of the
Rational SQA Suite.

CUSTOMERS

The Company focuses its sales efforts on Fortune 500 companies in the
financial services industries and middle market companies in the insurance,
banking and brokerage industries with significant IT budgets and recurring
software development needs. During 1997, the Company provided services to over
100 customers. The Company seeks to maximize its customer retention rate and
secure additional engagements by (i) providing quality services and customer
responsiveness, (ii) leveraging its expertise within the financial services
industry into a larger, more diverse customer base and (iii) cross-selling
additional services to existing customers.

Typical development projects for insurance companies include applications
systems such as claims processing; agency management; coordination of benefits
and subrogation, pension, premium and loss reporting; accounting;
compensation; annual statement; actuarial; underwriting and benefits. Typical
development projects for other financial services organizations include
applications for mutual fund analysis, fund tracking, stock transfer, customer
information, cash distribution, accounting, annual statement, portfolio
accounting and human resource systems. Organizations in these industries are
highly information dependent and use IT systems to gain a competitive
advantage.

The Company has historically derived, and may in the future derive, a
significant amount of revenue from a relatively small number of customers.
During the year ended December 31, 1997, the Company's three largest
customers, The Hartford, New York Life and Phoenix, accounted for 13.1%, 13.0%
and 10.3% of the Company's total revenue, respectively. For the year ended
December 31, 1996, the Company's two largest customers, The Hartford and New
York Life accounted for 13.6% and 12.6% of the Company's total revenue,
respectively. No other single customer accounted for more than 10% of the
Company's total revenue during these periods. For each of the fiscal years
ended December 31, 1996 and 1997 existing customers from the previous fiscal
year generated at least 60% of the Company's revenue.

34
<PAGE>

Organizations to which the Company provided services during the year ended
December 31, 1997 include among others:

<TABLE>
<CAPTION>
CUSTOMER SERVICES PROVIDED CUSTOMER SERVICES PROVIDED
- -------- ----------------- -------- -----------------
<S> <C> <C> <C>
Aetna .CommandOO New York Life .CommandOO
.CommandPRO .CommandPRO
.CommandSTAFF .CommandSTAFF
.CommandU .CommandWARE
.CommandWARE .Command2000
.Command2000

Otis Eastern
Boston Mutual .Command2000 Service .CommandPRO
.CommandSTAFF

Citibank .CommandSTAFF Phoenix .CommandNET

.CommandPRO
Fleet Services .CommandPRO .CommandSTAFF
.CommandSTAFF .CommandU

.CommandWARE
G.E. Capital .CommandPRO
.CommandSTAFF
.CommandWARE QualMed .CommandWEB

The Hartford .CommandNET
General Reinsurance .CommandPRO .CommandPRO
.CommandSTAFF .CommandSTAFF
.CommandWARE .CommandU

.CommandWARE
J.P. Morgan .CommandSTAFF .Command2000

Kaiser Permanente .CommandMCS The Mutual Life .Command2000
.CommandPRO Insurance Company .CommandSTAFF
.CommandSTAFF of New York .CommandWARE

Liberty Mutual Group .Command2000
.CommandSTAFF TransAmerica .CommandOO
.CommandWARE Leasing .CommandWARE

MassMutual .CommandPRO Unicare Life & .CommandSTAFF
.CommandSTAFF Health Company

United Parcel
Service .CommandSTAFF
</TABLE>

REPRESENTATIVE ENGAGEMENTS

Examples of the Company's engagements, which are representative of the
nature of the Company's services and customer relationships, are set forth
below:

COMMANDPRO--Project management and application development for a major
New England-based, Fortune 500 insurance company. The Company was awarded a
contract to manage a turnkey project to develop an insurance underwriting
application system, designed to fully automate the underwriting process.
The Company developed a system with built-in sophisticated algorithms and
underwriting business logic to automatically calculate business ratings and
various premiums. The Company's expertise in the insurance industry also
enabled it to develop the underwriting system so that it was fully
integrated with the customer's accounting system in order to streamline and
automate the customer's billing process. The Company utilized a team of 12
CommandPRO consultants with insurance industry expertise in order to
reengineer this component of the customer's business process. Command is a
Preferred Vendor and has successfully completed more than a dozen projects
for this insurance company.

35
<PAGE>

COMMANDNET--The Company provided project management and implementation
for a network and workstation migration and infrastructure upgrade of more
than 3,000 desktops for another Fortune 500 insurance company at the
customer's corporate headquarters. The Company is also in the process of
providing such services at over 75 field offices for this customer. The
Company was awarded this multi-million dollar contract to develop a turnkey
process to provide a standardized single workstation environment to support
over 200 applications on desktop workstations. The Company is also training
all of the customer's affected employees in order to minimize productivity
interruptions. The Company planned and implemented the deployment, managed
the rollout and successfully migrated these desktops at the customer's
headquarters ahead of schedule. The solution provides central desktop and
application administration, automated update and version control. Command
is a Preferred Vendor and has successfully completed more than a dozen
projects for this insurance company.

COMMANDWEB--The Company web-enabled an enrollment application for a large
Midwest-based, managed health care company. The Company was awarded a
contract to develop a three-tier, interactive online health benefits
enrollment program utilizing Internet technology and subsequently designed
and coded an online extranet application for this customer. This enrollment
application (consisting of fractional and architectural components such as
Javascript code, NetDynamics Application Server, Netscape Fasttrack Web
Server and Oracle Database Server) allows users to execute certain
transactions via the Internet, such as opening a new enrollment, adding
additional dependents to the existing plan, deleting dependents and
terminating coverage. Once entered, data is processed by a legacy
application using a customized feed from an Oracle database.

COMMAND2000--An ongoing Year 2000 solutions project for a large New York-
based insurance company. Command was awarded a multi-million dollar
contract to assess and renovate over eight million lines of code for
century change compliance. Due to the speed, efficiency and effectiveness
of the Command2000 process, the Company has been engaged to renovate
another two million lines of code for this customer.

SALES AND MARKETING

The Company focuses its marketing efforts on financial services
organizations with substantial IT budgets and recurring IT staffing and
services needs. Marketing programs include direct mail campaigns, seminars,
conferences, trade shows and other activities intended to generate and
maintain an interest in the Company's services. In addition, the Company has
organized its staff into areas of technology expertise and has branded such
areas to promote market awareness and differentiation.

The Company markets its services through a direct sales force located
throughout the Company's offices in Farmington and Stamford, Connecticut,
Natick, Massachusetts and New York, New York, as well as senior executives
from corporate headquarters. The Company sells to customers utilizing a sales
team approach in which each team is led by a senior sales executive and
supported by one or more junior sales executives, recruiters and technology
leaders. The members of the team combine their efforts to present a
comprehensive solution proposal to each customer.

In order to develop an in-depth understanding of each customer's individual
needs and to form strong customer relationships, sales executives are assigned
to a limited number of customers that generally does not exceed twelve. These
executives are responsible for providing highly responsive service and
ensuring that the Company's applications solutions achieve customer
objectives. Commissions based upon the gross profit generated from each
business transaction constitute a substantial portion of the total
compensation for each sales executive.

The Company's services require a substantial financial commitment by
customers and, therefore, typically involve a long sales cycle. Once a lead is
generated, the Company endeavors to understand quickly the potential
customer's business needs and objectives in order to develop the appropriate
solution and bid accordingly. The

36
<PAGE>

Company's technology leaders are involved throughout the sales cycle to ensure
mutual understanding of customer goals, including time to completion, and
technological requirements. Sales cycles for complex business solutions
projects typically range from one to six months from the time the Company
initially meets with a prospective customer until the customer decides whether
to authorize commencement of an engagement.

As of December 31, 1997, the Company had 18 persons engaged in sales and
marketing full-time. In addition to its sales and marketing force, the Company
also uses an outside public relations firm that coordinates all corporate
communications, including the scheduling of press conferences to promote the
Company's services and delivery methodologies.

HUMAN RESOURCES

As of December 31, 1997, the Company employed 14 full-time personnel
dedicated to recruiting IT professionals and managing its human resources. The
Company actively recruits in the United States and India. Recruiting methods
include advertisement on television, in leading newspapers, in trade magazines
and on the Company's web site and through participation in career fairs. The
Company also participates in on-campus recruiting for recent college graduates
and has hired employees from various schools with degrees in computer science
and management information systems. In addition, the Company has established
an employee referral plan, which actively involves employees in referring
individuals and screening candidates for new positions. Upon completion of
this offering, the Company intends to utilize stock options as part of its
recruitment and retention strategy.

The Company's strategy for employee retention includes career planning,
thorough initial and ongoing training, allocation of assignments in accordance
with employee skills and career objectives and a comprehensive benefits
package, including incentive-based compensation and tuition reimbursement. As
part of its retention efforts, the Company seeks to minimize turnover by
emphasizing (i) contractual limitations effective upon termination of
employment, (ii) competitive salaries, (iii) employee stock options and (iv)
deferred compensation.

All IT professionals receive ongoing training on a variety of technology
platforms. The Company's education and training department helps employees
make the transition from legacy to client/server skills by providing cross-
platform training in new technologies. In addition to comprehensive technical
training, the Company provides extensive training in software quality
implementation processes. The Technology Education Centers provide ancillary
benefits to the Company by reducing the cost to train its own software
developers and provide the Company with highly trained individuals. The
training services provided by the Company also provide it with a pool of new
talent for development projects.

The Company's IT professionals typically have Bachelor's or Master's degrees
in Computer Science or another technical discipline, and, as of December 31,
1997, the average U.S.-based professional, including newly hired personnel,
had over 10 years of relevant industry work experience. As of December 31,
1997, the Company had 350 employees comprised of 285 salaried IT
professionals, 18 sales and marketing personnel and 47 general and
administrative personnel. As of December 31, 1997, the Company also utilized
31 independent contractors to supplement its IT workforce.

The Company believes that there is a shortage of, and significant
competition for, IT professionals and that its future success is highly
dependent upon its ability to attract, train, motivate and retain skilled IT
consultants with the advanced technical skills necessary to perform the
services offered by the Company.

The Company's employees are not represented by any labor unions. The Company
considers its relations with its employees to be good.

COMPETITION

The IT services industry is highly competitive and fragmented and served by
numerous international, national, regional and local firms, all of which are
either existing or potential competitors of the Company.

37
<PAGE>

Primary competitors include other IT service providers, along with
participants from a variety of market segments, including "Big Six" accounting
firms, implementation firms, applications software firms, service groups of
computer equipment companies, general management consulting firms, programming
companies and temporary staffing firms, as well as in-house IT departments. In
addition, a significant and increasing number of companies have recently
announced that they offer Year 2000 solutions services or automated Year 2000
solutions software products. Many of the Company's competitors have
significantly greater financial, technical and marketing resources and
generate greater revenue than the Company, and there can be no assurance that
the Company will not lose existing customers to such competitors. The Company
believes that the principal competitive factors in the IT services industry
include the range of services offered, industry expertise, technical
expertise, responsiveness to customer needs, speed in delivering IT solutions,
quality of service and perceived value. See "Risk Factors--Competition."

INTELLECTUAL PROPERTY RIGHTS

The Company relies upon a combination of copyright and trade secret laws,
nondisclosure and other contractual arrangements in order to protect its
proprietary rights in its various intellectual properties. India is a member
of the Berne Convention, an international treaty. As a member of the Berne
Convention, the government of India has agreed to extend copyright protection
under its domestic laws to foreign works, including works created or produced
in the United States. The Company believes that laws, rules, regulations and
treaties in effect in the United States and India are adequate to protect it
from misappropriation or unauthorized use of its intellectual property.
However, there can be no assurance that such laws will not change and, in
particular, that the laws of India will not change in ways that may prevent or
restrict the transfer of software components, libraries and toolsets from
India to the United States. The Company enters into confidentiality agreements
with its employees and limits distribution of proprietary information. There
can be no assurance, however, that the steps taken by the Company to protect
its proprietary rights will be adequate to deter misappropriation of its
intellectual property, or that the Company will be able to detect unauthorized
use and take appropriate steps to enforce its rights. The Company presently
holds no patents or registered copyrights. Although the Company believes that
its intellectual property rights do not infringe on the intellectual property
rights of others, there can be no assurance that such a claim will not be
asserted against the Company in the future, that assertion of such claims will
not result in litigation or that the Company would prevail in such litigation
or be able to obtain a license for the use of any infringed intellectual
property from a third party on commercially reasonable terms. Additionally,
the Company may in the future license certain technologies to its customers.
There can be no assurance that the Company will be able to successfully
license these technologies, protect them from infringement or misuse, or
prevent infringement claims against the Company in connection with its
licensing efforts. The Company expects that the risk of infringement claims
against the Company will increase if more of the Company's competitors are
able to successfully obtain patents for software products and processes. Any
such claims, regardless of their outcome, could result in substantial cost to
the Company and divert management's attention from the Company's operations.
Any infringement claim or litigation against the Company could, therefore,
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Risk Factors--Intellectual Property Rights."

FACILITIES

The Company leases approximately 10,870 square feet of office space in
Farmington, Connecticut which is used by the Company's senior management,
administrative personnel, human resources and sales and marketing functions.
This lease expires on December 1, 2000. The Company also leases facilities in
Stamford, Connecticut, Natick, Massachusetts, and New York, New York.

In addition, the Company leases approximately 19,720 square feet of office
space in downtown Bangalore, India for its Offshore Technology Resource
Center. This lease expires on September 16, 1998 but is renewable at the
option of the Company for two successive two-year periods. The Company expects
that it may require additional space in India during 1998. The Company
believes that it will be able to obtain any additional space necessary in a
timely manner and on commercially reasonable terms.

38
<PAGE>

The Company believes that these facilities, together with additional space
to be obtained at the Company's headquarters in Farmington, Connecticut and,
if necessary, in Bangalore, India will be adequate for its presently
anticipated future needs.

LEGAL PROCEEDINGS

The Company is not involved in any material legal proceedings.

39
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company as of February 10, 1998
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------- --- -----------------------------------------------
<C> <C> <S>
47 President, Chief Executive Officer and Chairman
Edward G. Caputo.......... of the Board
Stephen L. Willcox........ 46 Executive Vice President, Chief Operating
Officer, Secretary and Director
Robert B. Dixon........... 61 Vice President of Finance and Treasurer
Vice President of Marketing and Assistant
Glenn M. King............. 45 Secretary
56 Vice President of Management Consulting
Lee Lapioli............... Services
Mary Lou Welch............ 50 Vice President of Sales and Recruiting
William P. Scharfenstein.. 50 Vice President of Operations
John J.C. Herndon(1)(2)... 66 Director
James M. Oates(1)(2)...... 51 Director
Joseph D. Sargent......... 68 Director
</TABLE>
- --------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.

Edward G. Caputo founded the Company in April 1985 and has served as its
President, Chief Executive Officer and Chairman of the Board of Directors
since inception. Prior to founding the Company, for eight years Mr. Caputo
served as President of Computech, Inc. ("Computech"), a privately held
consulting services company which he founded in 1977 and sold to Price
Waterhouse in 1985. From 1972 until he founded Computech, Mr. Caputo was a
programmer for Electronic Data Systems, a systems integration company.

Stephen L. Willcox has served as Executive Vice President, Chief Operating
Officer and Secretary since December 1997 and as a Director of the Company
since October 1997. From July 1997 until December 1997, Mr. Willcox served as
a strategic and financial consultant for the Company. From January 1995 to
December 1996, Mr. Willcox served in various executive capacities, including
President and Chief Operating Officer, of United HealthCare Administrators,
Inc. (including its predecessor), a subsidiary of United HealthCare, a
publicly held managed care company. From January 1993 to December 1994, Mr.
Willcox served as the Vice President of Employee Benefits for The Travelers
Corporation ("Travelers"). From January 1982 to December 1993, Mr. Willcox
held various positions in The Travelers Insurance Companies, where he most
recently served as its Vice President of Corporate Finance. From 1973 to 1981,
Mr. Willcox was employed by Coopers & Lybrand, including as General Practice
Manager. Mr. Willcox is also a Certified Public Accountant and a Certified
Management Accountant.

Robert B. Dixon has served as Vice President of Finance for the Company
since March 1997 and as Treasurer for the Company since December 1997. From
October 1996 to March 1997, Mr. Dixon served as a financial consultant to the
Company. From July 1993 to October 1996, Mr. Dixon served as the Deputy
Director and Executive Vice President of the Connecticut Development
Authority, a quasi-public merchant bank that was responsible for the economic
development of the State of Connecticut. In 1986 Mr. Dixon founded Dixon &
Associates, a financial consulting services firm, and from inception until
July 1993, Mr. Dixon served as its principal. Previously, Mr. Dixon has held
senior financial positions with Citibank, The Hertz Corporation, The Gillette
Company and The Ford Motor Company.

Glenn M. King has been employed by the Company in various capacities since
September 1986, most recently as Vice President of Marketing since November
1997. From May 1983 to September 1986, Mr. King served as a Systems Analyst
for the Travelers Insurance Company, the Hartford Insurance Group and Vantage
Computer Systems. From May 1979 to May 1983, Mr. King served as a Licensed
Insurance Adjuster for Metropolitan Property and Casualty Insurance Co.

40
<PAGE>

Lee Lapioli has served as Vice President of Management Consulting Services
for the Company since June 1997. From December 1994 to May 1997, Mr. Lapioli
served as Senior Vice President and Chief Information Officer of New York
Life, a multi-line mutual insurance company. From February 1982 to November
1994, Mr. Lapioli served as Senior Vice President for Phoenix Home Life, a
mutual insurance company. From February 1973 to January 1982, Mr. Lapioli
served as Vice President and Chief Operating Officer of Penn Mutual Life, a
mutual insurance company. From February 1964 to January 1973, Mr. Lapioli
served as Manager of Actuarial Services for Provident Mutual Life, a mutual
insurance company.

Mary Lou Welch has served as Vice President of Sales and Recruiting for the
Company since November 1997. From July 1995 to July 1997, Ms. Welch served as
Vice President of Sales and Marketing for Portable Data Collection for WPI
Oyster/Termiflex. From November 1994 to July 1995, Ms. Welch served as
Director of Marketing for Worldwide Services for Data General Corporation.
From June 1984 to November 1994, Ms. Welch held various positions from Sales
Executive to Director of Marketing to the banking industry for Digital
Equipment Corporation. From June 1977 to June 1984, Ms. Welch served as a
Sales Representative for Control Data Corporation.

William P. Scharfenstein has served as Vice President of Operations since
February 1998. From 1973 to February 1997, Mr. Scharfenstein served in various
capacities for Pratt & Whitney including Senior System Programmer, Business
Support from 1973 to 1982, Senior Systems Analyst, Operations Research from
1982 to 1986, Superior Systems Programming & Operations from 1986 to 1992, MIS
Manager, Powerplant Production from 1992 to June 1997, and MIS Manager, Eagle
Service from July 1997 to February 1998. Previously, Mr. Scharfenstein served
as Systems Analyst for Dunham-Bush, Beneficial Computing Services and
Travelers Insurance Company.

John J.C. Herndon has served as a Director of the Company since December
1997. Mr. Herndon has served as the Vice President of Strategic Development
for Phoenix since April 1996. In 1995, Mr. Herndon was a consultant to the
Advest Group and successfully raised a venture capital fund for investment in
companies based in Connecticut. From 1993 to 1994, he was President of the
Connecticut Development Authority, a quasi-public merchant bank for economic
development, and he served as Deputy Chief of Staff under Governor Lowell
Weicker. From 1977 to 1985, Mr. Herndon was Senior Vice President of City
Investing Company in New York, a diversified international corporation engaged
in insurance, manufacturing, construction and consumer services.

James M. Oates has served as a Director of the Company since December 1997.
Mr. Oates currently is, and since 1994 has been, Managing Director of the
Wydown Group, a consulting firm specializing in start-ups and growth
strategies. From 1984 to 1994, Mr. Oates served as President and Chief
Executive Officer of Neworld Bancorp. From 1983 to 1984, Mr. Oates served as
President and Chief Operating Officer of Burgess and Leith, a full service
brokerage firm. From 1977 to 1983, Mr. Oates served as President and Chief
Operating Officer to Metro Bancholding Corporation. From 1973 to 1977, Mr.
Oates served as Vice President of Centerre Bank, N.A. Mr. Oates serves on the
Board of Directors of Investors Financial Services, Inc., Stifel Financial,
Phoenix Duff & Phelps, and Plymouth Rubber Company, all of which are publicly
traded companies, and Phoenix Funds, Investors Bank & Trust, The Govett Funds
and Emerson Investment, all of which are registered investment companies under
the Investment Company Act of 1940.

Joseph D. Sargent has served as a Director of the Company since January
1998. Mr. Sargent has served as Chairman and Principal of Bradley, Foster &
Sargent since 1993. Mr. Sargent also currently serves as Chairman and Director
of Connecticut Surety Corporation and its several affiliates, positions he has
held since December 1992. From 1995 to 1996, Mr. Sargent served as Chairman
and Director of S-K-I Ltd. Mr. Sargent served as Chairman, and later as Vice
Chairman, of Conning & Company, an investment banking firm, from 1991 to 1995
and as its Chairman and Chief Executive Officer from 1988 to 1991. Mr. Sargent
is a Director of Trenwick Group Inc., E.W. Blanch Holdings, Policy Management
Systems Corporation, Mutual Risk Management Ltd., MMI Companies, Inc. and
Executive Risk, Inc., all of which are publicly held companies.

41
<PAGE>

During the period of Mr. Willcox's service as Vice President of Corporate
Finance for Travelers, the Securities and Exchange Commission (the
"Commission") commenced an investigation into the manner in which Travelers
and its wholly-owned subsidiary The Travelers Insurance Company ("TIC")
implemented an accounting rule known as FAS 97. FAS 97, which was promulgated
by the Financial Accounting Standards Board in 1988, required the elimination
in 1989 of certain types of reserves for real estate investments. The
Commission contended that Travelers had omitted to state material facts in its
1988 annual report and in the 1989 annual and quarterly reports of Travelers
and TIC by failing to eliminate a $231 million risk reserve and taking a $231
million charge against its 1989 earnings, which would have reduced Travelers'
1989 earnings to $130 million from the reported $361 million. In early 1989,
Travelers' Chief Financial Officer assigned Mr. Willcox to assemble and lead a
task force to recommend the proper implementation of FAS 97 with respect to
certain reserves maintained by TIC's Asset Management and Pension Services
Department ("AMPS"). The task force consisted of several of Travelers'
employees, representing a cross section of Travelers' employees with
information relevant to the implementation of FAS 97, and included
representatives from AMPS' and Travelers' financial standards, corporate tax,
and financial reporting units. While the task force reviewed information
provided by AMPS' personnel regarding how the reserve was developed and
funded, representatives from Travelers and its independent accountants, a
nationally recognized accounting firm, also worked on TIC's implementation of
FAS 97. Following investigative proceedings pursuant to Section 21C of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Commission in May 1994 entered into an order (the "Order") (i) requiring
Travelers and TIC to restate their consolidated financial statements as of and
for the year ended December 31, 1989 in order to implement FAS 97 properly and
(ii) directing TIC, Travelers' Chief Financial Officer and Mr. Willcox to
cease and desist from violating or causing violations of Section 13(a) of the
Exchange Act and Rules 12b-20, 13a-1 and 13a-13. As part of the settlement
with the Commission, Travelers, its Chief Financial Officer, TIC and Mr.
Willcox agreed to the Commission's Order without admitting or denying the
charges. Following the release of the Commission's Order, the AICPA closed an
investigation as to whether Mr. Willcox violated the Codes of Professional
Conduct of the AICPA or the Connecticut Society of CPAs and took no action.

Pursuant to the Company's Amended and Restated Certificate of Incorporation
and By-Laws, on or prior to the date on which the Company first provides
notice of an annual meeting of the stockholders (or a special meeting in lieu
thereof) following this offering (the "Initial Public Meeting"), the Board of
Directors of the Company shall divide the directors nominated for election at
such meeting into three classes, as nearly equal in number as reasonably
possible, with the term of office of the first class to expire at the first
annual meeting of stockholders or any special meeting in lieu thereof
following the Initial Public Meeting, the term of office of the second class
to expire at the second annual meeting of stockholders or any special meeting
in lieu thereof following the Initial Public Meeting, and the term of office
of the third class to expire at the third annual meeting of stockholders or
any special meeting in lieu thereof following the Initial Public Meeting. At
each annual meeting of stockholders or special meeting in lieu thereof
following such initial classification, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders or special meeting in
lieu thereof after their election and until their successors are duly elected
and qualified.

There are no family relationships among any of the executive officers and
directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has a Compensation Committee, which makes
recommendations concerning salaries and incentive compensation for employees
of and consultants to the Company, establishes and approves salaries and
incentive compensation for executive officers and administers the Company's
1997 Employee, Director and Consultant Stock Plan, and an Audit Committee,
which reviews the results and scope of audits and other services provided by
the Company's independent public accountants.

42
<PAGE>

COMPENSATION OF DIRECTORS

Directors do not receive an annual retainer or any fees for attending
regular meetings of the Board of Directors. Directors are reimbursed for
reasonable out-of-pocket expenses incurred in attending such meetings. Non-
employee directors are, however, eligible for participation in the Company's
1997 Employee, Director and Consultant Stock Plan and the Company has, and may
in the future, grant non-qualified stock options to non-employee directors as
an incentive to join or remain on the Board of Directors. Upon joining the
Board of Directors, each of Messrs. Herndon and Oates were granted an option
to purchase 5,000 shares of Common Stock at an exercise price of $9.00 per
share, 25% of which vested immediately and the remainder of which will vest
ratably on each of the first, second and third anniversary of the date of the
initial grant. Mr. Sargent has been granted an option, effective as of the
date that this offering becomes effective, to purchase 5,000 shares of Common
Stock at an exercise price equal to the initial public offering price, 25% of
which will vest immediately and the remainder of which will vest ratably on
each of the first, second and third anniversary of the date this offering
becomes effective.

KEY PERSON LIFE INSURANCE

The Company presently maintains key person life insurance in the amount of
$5.0 million on Edward G. Caputo, the Company's President and Chief Executive
Officer.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and its four
other most highly compensated executive officers (the "Named Executive
Officers") whose total salary and bonus for fiscal 1997 exceeded $100,000, for
services rendered to the Company and its subsidiaries in all capacities during
that fiscal year. No executive who would otherwise have been includable in
such table on the basis of salary and bonus earned for fiscal 1997 has
resigned or otherwise terminated employment during fiscal 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION(2) AWARDS
---------------- ------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL SALARY BONUS OPTIONS
POSITION (1) YEAR ($) ($) (#)
- -------------------------------------------- ---- -------- ------- ------------
<S> <C> <C> <C> <C>
Edward G. Caputo............................ 1997 151,198 -- --
President and Chief Executive Officer
Robert B. Dixon(3).......................... 1997 107,333 10,000 12,500
Vice President of Finance
Glenn M. King............................... 1997 100,833 10,000 14,250
Vice President of Marketing and Assistant
Secretary
Lee Lapioli................................. 1997 116,574 -- --
Vice President of Management Consulting
Services
David R. Wheeland........................... 1997 110,000 10,000 12,500
Former Vice President of Operations
</TABLE>
- --------
(1) Mr. Willcox, Ms. Welch and Mr. Scharfenstein, who joined the Company in
December 1997, November 1997 and February 1998, respectively, would be
among the five most highly compensated individuals had they been with the
Company during all of fiscal 1997. Mr. Willcox's base salary is $175,000,
Ms. Welch's base salary is $120,000 and Mr. Scharfenstein's base salary is
$120,000.
(2) The costs of certain benefits are not included because they did not
exceed, in the case of each Named Executive Officer, the lesser of $50,000
or 10% of the total annual salary and bonus for such Named Executive
Officer.
(3) Mr. Dixon's salary includes $24,000 received as compensation for
consulting services rendered to the Company for the first two months of
1997.

<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning individual grants of
stock options made pursuant to the Company's 1997 Plan during 1997 to each of
the Named Executive Officers.(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(3)
----------------------------------------------- -----------------------
NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL EXERCISE
OPTIONS OPTIONS GRANTED OR BASE
GRANTED TO EMPLOYEES IN PRICE EXPIRATION
NAME (#)(2) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------ ---------- ---------------- -------- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Edward G. Caputo........ -- -- -- -- -- --
Robert B. Dixon......... 12,500 5.9% 4.00 3/5/07 31,445 79,687
Glenn M. King........... 12,500 5.9% 4.00 3/5/07 31,445 79,687
1,750 * 9.00 12/31/07 9,905 25,101
Lee Lapioli............. -- -- -- -- -- --
David R. Wheeland....... 12,500 5.9% 4.00 3/5/07 31,445 79,687
</TABLE>

- --------
* Less than one percent.
(1) Mr. Willcox was granted an option to purchase 50,000 shares of Common
Stock on January 1, 1998 at an exercise price of $9.00 per share. Ms.
Welch was granted an option to purchase 12,500 shares of Common Stock on
December 31, 1997 at an exercise price of $9.00 per share. Mr.
Scharfenstein was granted an option, effective as of the date that this
offering becomes effective, to purchase 12,500 shares of Common Stock at
an exercise price equal to the initial public offering price.
(2) Options which expire on March 5, 2007 were granted on March 5, 1997 in
exchange for units of shadow stock previously granted under the Company's
Shadow Stock Incentive Plan. All other options are granted pursuant to and
in accordance with the Company's 1997 Plan. See " -- Employee Benefit
Plans."
(3) Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed annual rate of stock
appreciation for the option term. The assumed 5% and 10% annual rates of
appreciation (compounded annually) over the term of the option are set
forth in accordance with the rules and regulations adopted by the
Commission and do not represent the Company's estimate of stock price
appreciation.

<PAGE>

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

The following table sets forth information concerning each exercise of
options during 1997 by each of the Named Executive Officers and the fiscal
year-end value of unexercised in-the-money options.

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FISCAL
FISCAL YEAR-END
YEAR-END ($)
(#) EXERCISABLE/
EXERCISABLE/ UNEXERCISABLE
NAME UNEXERCISABLE (1)(2)
- --------------------------------------------------- ------------- --------------
<S> <C> <C>
Edward G. Caputo................................... --/-- --/--
Robert B. Dixon.................................... --/12,500 --/62,500
Glenn M. King...................................... 12,500/1,750 62,500/--
Lee Lapioli........................................ --/-- --/--
David R. Wheeland.................................. 7,500/5,000 37,500/25,000
</TABLE>
- --------
(1) Based on the fair market value of the Common Stock at December 31, 1997 of
$9.00 per share as determined by the Board of Directors, less the exercise
price payable for such shares.
(2) Mr. Willcox was granted an option to purchase 50,000 shares of Common
Stock on January 1, 1998 at an exercise price of $9.00 per share. Ms.
Welch was granted an option to purchase 12,500 shares of Common Stock on
December 31, 1997 at an exercise price of $9.00 per share. Mr.
Scharfenstein was granted an option, effective as of the date that this
offering becomes effective, to purchase 12,500 shares of Common Stock at
an exercise price equal to the initial public offering price.

Employment Agreements

The Company and Mr. Caputo have entered into an employment agreement (the
"Employment Agreement") with an initial term expiring January 1, 2001, and
which will be automatically extended annually for an additional period of one
year unless either Mr. Caputo or the Company gives 60 days' prior written
notice to the other that such automatic extension will not occur. The
Employment Agreement sets forth (i) the terms of Mr. Caputo's employment as
President and Chief Executive Officer of the Company, (ii) Mr. Caputo's
agreement not to compete with the Company by rendering IT consulting or
staffing services to customers in the insurance, banking, brokerage or other
financial services industries during the term of his employment and for a
period of two (2) years following the expiration or termination of such
employment and (iii) Mr. Caputo's agreement to protect and preserve
information and property which is confidential and proprietary to the Company.
The Employment Agreement does not provide for any specified compensation to
Mr. Caputo and contains no provisions regarding compensation in the event of
his severance or upon a change of control of the Company.

The Company and Mr. Willcox have entered into an employment agreement
pursuant to which, among other things, in the event that Mr. Willcox's
employment is terminated voluntarily or by the Company for any reason other
than for "cause" (as defined in the agreement), Mr. Willcox will be entitled
to a severance payment equal to one-half of his annual base salary in effect
on the date of termination, but in no event less than $87,500. The Company may
pay this severance either as a lump sum or over a six-month period following
termination.

EMPLOYEE BENEFIT PLANS

1997 Employee, Director and Consultant Stock Plan

The Company's 1997 Employee, Director and Consultant Stock Plan (the "1997
Plan"), was approved by the Company's Board of Directors and stockholders in
August 1997. The 1997 Plan provides for the grant of stock options and shares
of Common Stock ("Stock Grants") to employees, directors and consultants of
the Company or its affiliates. Under the 1997 Plan, the Company may grant
incentive stock options and non-qualified

45
<PAGE>

stock options. Incentive stock options may only be granted to employees of the
Company. Effective upon the closing of this offering, a total of 427,500
shares of Common Stock have been reserved for issuance under the 1997 Plan. As
of February 1, 1998, options to purchase a total of 139,050 shares of Common
Stock were outstanding under the 1997 Plan, and no options to purchase Common
Stock had been exercised. As of December 31, 1997, no grants of Common Stock
had been made under the 1997 Plan.

The 1997 Plan is administered by the Compensation Committee of the Board of
Directors (the "Administrator"), except to the extent such authority is
retained by the Board of Directors. Subject to the provisions of the 1997
Plan, the Administrator has the authority to administer the provisions of the
1997 Plan and to select the participants to whom options or Stock Grants are
to be granted and to determine the terms of each option or Stock Grant,
including (i) the number of shares of Common Stock subject to such option or
Stock Grant, (ii) when an option becomes exercisable, (iii) the option
exercise price or Stock Grant purchase price, which, in the case of incentive
stock options, must be at least 100% (110% in the case of incentive stock
options granted to a stockholder owning in excess of 10% of the Company's
voting stock) of the fair market value of the Common Stock as of the date of
grant, (iv) the duration of the option (which, in the case of incentive stock
options, generally may not exceed ten years) and (v) in the case of Stock
Grants, the terms of any right of the Company to reacquire the shares of
Common Stock subject to the Stock Grant, including the time and events upon
which such rights shall accrue and the purchase price therefor, if any.

An incentive stock option granted under the 1997 Plan may be exercised after
the termination of the optionholder's employment with the Company (other than
by reason of death, disability or termination for "cause" as defined in the
1997 Plan), to the extent exercisable on the date of termination, at any time
prior to the earlier of the option's specified expiration date or 90 days
after such termination. The Administrator may specify the termination or
cancellation provisions applicable to a non-qualified stock option. In the
event of the optionholder's death or disability, both incentive stock options
and non-qualified stock options generally may be exercised, to the extent
exercisable on the date of death or disability, by the optionholder or the
optionholder's survivors at any time prior to the earlier of the option's
specified expiration date or one year from the date of death or disability.
Generally, in the event of the optionholder's termination for cause, all
outstanding and unexercised options are forfeited.

If the Company is to be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's assets or otherwise
(an "Acquisition"), all outstanding options shall become fully exercisable. In
addition, the Administrator or the board of directors of any entity assuming
the obligations of the Company under the 1997 Plan shall as to outstanding
options under the plan, either (i) make appropriate provision for the
continuation of such options by substituting, on an equitable basis, for the
shares then subject to such options, the consideration payable with respect to
the outstanding shares of Common Stock in connection with the Acquisition or
securities of the successor or acquiring entity; or (ii) upon written notice
to the optionholders, provide that all options must be exercised within a
specified number of days of the date of such notice, at the end of which
period the options shall terminate; or (iii) terminate all options in exchange
for a cash payment equal to the excess of the fair market value of the shares
subject to each such option over the exercise price thereof.

Shadow Stock Incentive Plan

In March, 1997, an aggregate of 61,500 Exchange Options were issued to eight
employees in exchange for an aggregate of 61,500 outstanding shadow purchase
units that had previously been granted to such employees under the Shadow
Stock Incentive Plan. The Exchange Options have an exercise price of $4.00 per
share and expire on March 5, 2007. The Shadow Stock Incentive Plan has been
terminated and no shadow purchase units are outstanding.

401(k) Retirement Savings Plan

The Company's 401(k) Retirement Savings Plan (the "401(k) Plan") is a
defined contribution plan covering all full-time employees of the Company who
have six months of service and are age twenty and one-half or older. Each
year, participants may contribute up to 15% of pretax annual compensation,
subject to the statutory

46
<PAGE>

limit (a maximum of $10,000 in 1998). Participants may also contribute amounts
representing distributions from other qualified defined benefit or
contribution plans. Additional amounts may be contributed at the option of the
Company's Board of Directors. Participants are immediately vested in their
contributions plus actual earnings thereon. Vesting in the Company's
discretionary contribution portion of their accounts plus actual earnings
thereon is based on years of continuous services. A participant is 100% vested
after six years of credited service.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Board of Directors did not have a Compensation Committee
during 1997. Consequently, all Directors participated in deliberations
concerning executive compensation, including decisions relative to their own
compensation. In January 1998 following the addition of Messrs. Herndon and
Oates, the Board of Directors created a Compensation Committee. The Company's
Compensation Committee makes recommendations concerning salaries and incentive
compensation for employees of and consultants to the Company, establishes and
approves salaries and incentive compensation for executive officers and
administers the 1997 Plan. No executive officer of the Company serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board
of Directors or Compensation Committee. Mr. Herndon is the Vice President of
Strategic Development for Phoenix. Mr. Oates is a director of Phoenix Duff &
Phelps and Phoenix Funds which are affiliates of Phoenix. See "Certain
Transactions."

47
<PAGE>

CERTAIN TRANSACTIONS

TRANSACTIONS WITH PHOENIX

In June 1996, the Company entered into an agreement with Phoenix to
establish the Offshore Technology Resource Center. In connection therewith,
the Company formed Command International Holdings, LLC, a corporation
organized under the laws of Mauritius ("Command Holdings"), and Command
International Software Pvt., an Indian unlimited liability company ("Command
Software"). Pursuant to the terms of the agreement the Company owned 100% of
the outstanding equity of Command Holdings which in turn owned 51% of the
outstanding equity of Command Software. The remaining 49% ownership in Command
Software was owned by PHL Global Holding Co., a wholly-owned subsidiary of PM
Holdings, Inc., which in turn is wholly-owned by Phoenix. During 1996 and
1997, Phoenix invested an aggregate of approximately $1.0 million to the
Offshore Technology Resource Center. In addition, during the period from July
11, 1996 to April 3, 1997, Phoenix made advances pursuant to a subordinated
debt agreement to the Company and Command Holdings totaling approximately $2.0
million in the aggregate. Approximately $1.4 million of this was used by the
Company to directly fund the Offshore Technology Resource Center and
approximately $600,000 was used by the Company itself to develop the
infrastructure needed in the United States to support the Offshore Technology
Resource Center. Notes evidencing these advances (the "Notes") bore interest
at 15% per annum and were due and payable in full five years from the date of
each such Note. At the time the Offshore Technology Resource Center was
established, the only relationship between the Company and Phoenix was that
the Company provided IT services to Phoenix.

On August 26, 1997, the Company and Phoenix effected a transaction pursuant
to which the Notes, including the right to receive prior interest accrued
thereon, evidencing indebtedness to Phoenix of approximately $2.2 million,
were exchanged for an aggregate of 100 shares of Series A Convertible
Preferred Stock. These shares of Series A Convertible Preferred Stock are
convertible on a 5,225 for one basis into 522,500 shares of the Company's
Common Stock. In addition, the Series A Convertible Preferred Stock is
entitled to a mandatory 10% cash dividend. Phoenix was granted certain
registration rights in connection with this transaction. See "Shares Eligible
for Future Sale--Registration Rights." In March 1997, the Company requested
that Phoenix exchange the Notes for equity securities in the Company in order
to improve its balance sheet and to provide the Company with greater
flexibility under its line of credit facility with People's Bank. Following
the Company's request, representatives of Phoenix and the Company negotiated
the terms of the exchange, pursuant to which shares of Series A Convertible
Preferred Stock were issued to Phoenix in exchange for approximately
$2.2 million of indebtedness represented by the Notes. In determining the
fairness of the transaction to the Company, the Company's Board of Directors
considered, among other things, (i) the advantage of the debt-for-equity
exchange, including the impact on the Company's balance sheet and the added
flexibility under the Company's line of credit facility with People's Bank,
(ii) the reduction of the 15% rate of interest to a 10% dividend rate, (iii)
the fairness of the terms of the Series A Convertible Preferred Stock, (iv)
the advantages of having Phoenix as a long-term stockholder, including
increasing the incentives of Phoenix to remain as a customer as a result of
its equity position in the Company and (v) the absence of reasonable
alternative means to raise additional equity in the near term. The Company has
pledged all of its shares held in Command Holdings (the "CH Shares"), its
wholly-owned subsidiary, to Phoenix to secure the Company's dividend and
redemption obligations arising under the Series A Convertible Preferred Stock.
The pledge of the CH Shares will be released upon consummation of the
offering.

As of December 31, 1997, the Company and Phoenix completed a transaction
whereby the 49% interest in Command Software owned by PHL Global Holding Co.
("PHL"), an indirect wholly-owned subsidiary of Phoenix, was exchanged for 100
shares of Series B Convertible Preferred Stock. These shares of Series B
Convertible Preferred Stock are convertible on a 6,592.5 for one basis into
659,250 shares of Common Stock and are entitled to a mandatory 10% cash
dividend. Phoenix was granted certain registration rights in connection with
this transaction. See "Shares Eligible for Future Sale--Registration Rights."

All shares of Series A Stock and Series B Convertible Preferred Stock
outstanding as of the consummation of this offering will be converted into an
aggregate of 1,181,750 shares of Common Stock.

48
<PAGE>

In connection with the issuance of the Series A Stock and Series B
Convertible Preferred Stock, the Company entered into a Co-Sale Agreement with
Mr. Caputo and each of Phoenix and PHL (collectively, the "Co-Sale
Agreements"). Pursuant to the Co-Sale Agreements, Mr. Caputo has granted to
Phoenix and PHL the right to participate in any sale of Common Stock or
preferred stock, if any, of the Company (collectively, "Co-Sale Stock") by Mr.
Caputo, upon the same terms and conditions as the proposed sale, with the
exception of certain specified transfers. The Co-Sale Agreements will
terminate upon the earliest to occur of (i) ten years after the date of such
agreement, (ii) the date that Mr. Caputo ceases to own shares of Co-Sale Stock
constituting at least 25% of the Company's issued and outstanding Common Stock
on a fully-diluted basis and (iii) the date that Phoenix and PHL, together
with their respective affiliates, cease to own shares of Common Stock
constituting at least 5% of the Company's issued and outstanding Common Stock
on a fully-diluted basis.

During the years ended December 31, 1994, 1995 and 1996, the Company
provided IT services to Phoenix that generated revenue to the Company of
approximately $3.3 million, $2.8 million and $1.3 million, respectively. For
the year ended December 31, 1997, the Company provided IT services to Phoenix,
which generated revenue of approximately $2.6 million. These services were
provided on terms no less favorable to the Company than were obtained during
these same periods from unaffiliated third parties. Mr. Herndon, a director of
the Company, is the Vice President of Strategic Development for Phoenix. There
can be no assurance that the Company will continue to provide this level of
services to Phoenix, if at all.

TRANSACTIONS WITH CERTAIN OFFICERS

Mr. Wheeland's employment with the Company was terminated in January 1998.
In connection with such termination, the Company intends to pay Mr. Wheeland's
salary and to continue to provide his employment benefits through March 31,
1998.

In February 1997, the Company guaranteed a loan of $80,000 from People's
Bank to Mr. Wheeland, the Company's former Vice President of Operations.
Pursuant to the terms of the loan, Mr. Wheeland pledged 12,500 units of
Command Systems, Inc. shadow stock (which was converted into 12,500 stock
options in March 1997, 7,500 of which remain outstanding) to People's Bank as
collateral for the loan. This loan bears interest at People's Bank's Long Term
Cost of Funds Rate, plus 325 basis points (9.68% at inception) and matures on
March 17, 2000. To guarantee the loan, the Company granted People's Bank a put
option whereby upon default of the loan, People's Bank could require the
Company to purchase the pledged shadow stock for an amount equal to the then
outstanding balance of the loan, whereupon such loan would be assumed by the
Company. In connection with the termination of Mr. Wheeland's employment with
the Company in January 1998, the Company agreed with People's Bank that such
put option will become exercisable upon the earlier of a default under the
loan or December 31, 1998.

All future transactions, including any loan from the Company to its
officers, directors, principal stockholders or affiliates, will be approved by
a majority of the Board of Directors, including a majority of the independent
and disinterested members of the Board of Directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to the Company than could be obtained from unaffiliated third parties.

49
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of February 10, 1998,
and as adjusted to reflect the sale of the shares offered by the Company and
the Selling Stockholders in this offering, by (i) each person (or group of
affiliated persons) known by the Company to beneficially own more than five
percent of the outstanding shares of Common Stock, (ii) each Selling
Stockholder, (iii) each of the Company's directors, (iv) each of the Named
Executive Officers and (v) all directors and executive officers of the Company
as a group.

<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THE OFFERING(1) THE OFFERING(1)
----------------------- SHARES -----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- ------------------------------------ --------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
Edward G. Caputo........ 4,275,000 78.3% -- 4,275,000 56.6%
c/o Command Systems,
Inc.
76 Batterson Park Road,
Farmington, Connecticut
06032
Phoenix................. 1,181,750(3) 21.7 300,000 881,750 11.7
One America Row
P.O. Box 5956
Hartford, CT 06102
Stephen L. Willcox...... -- -- -- -- --
Robert B. Dixon......... 2,500(4) * -- 2,500(4) *
Glenn M. King........... 12,500(4) * -- 12,500(4) *
Lee Lapioli............. -- -- -- -- --
David R. Wheeland....... 7,500(4) * -- 7,500(4) *
John J.C. Herndon....... 1,183,000(5) 21.7 300,000 883,000(5) 11.7
James M. Oates.......... 1,250(6) * -- 1,250(4) *
Joseph D. Sargent....... -- -- -- -- --
All current directors
and executive officers
as a group (10 per-
sons).................. 5,474,250(7) 100.0% 300,000 5,181,750(7) 68.3%
</TABLE>
- --------
* Represents beneficial ownership of less than 1% of the Common Stock.
(1) Except as indicated in footnotes to this table, the Company believes that
the stockholders named in this table have sole voting and investment power
with respect to all shares of Common Stock shown to be beneficially owned
by them based on information provided to the Company by such stockholders.
(2) Applicable percentage of ownership is based on 5,456,750 shares of Common
Stock outstanding on December 31, 1997 and 7,556,750 shares of Common
Stock outstanding after the completion of the offering and assumes the
Preferred Stock Conversion.
(3) Consists of 1,181,750 shares of Common Stock issuable upon the Preferred
Stock Conversion, 522,500 of which are beneficially owned by Phoenix and
659,250 of which are beneficially owned by PHL Global Holding Co. ("PHL"),
an indirectly wholly-owned subsidiary of Phoenix.
(4) Consists solely of shares of Common Stock underlying options which are
exercisable as of December 31, 1997 or within 60 days of such date.
(5) Includes 1,181,750 shares of Common Stock owned by Phoenix and PHL. Mr.
Herndon is the Vice President of Strategic Development for Phoenix, a New
York domiciled mutual life insurance company. Mr. Herndon expressly
disclaims beneficial ownership of such shares. Also includes 1,250 shares
of Common Stock underlying options which are exercisable as of December
31, 1997 or within 60 days of such date.
(6) Consists solely of shares of Common Stock underlying options which are
exercisable as of December 31, 1997 or within 60 days of such date. Mr.
Oates is a director of each of Phoenix Duff & Phelps and Phoenix Funds,
both of which are affiliates of Phoenix.
(7) See Notes 4, 5 and 6.

50
<PAGE>

DESCRIPTION OF CAPITAL STOCK

Upon the consummation of this offering, the authorized capital stock of the
Company will consist of 25,000,000 shares of Common Stock, par value $.01 per
share, and 4,999,800 shares of undesignated preferred stock, par value $.01
per share.

COMMON STOCK

At December 31, 1997, there were 5,456,750 shares of Common Stock
outstanding held of record by three stockholders. There will be 7,556,750
shares of Common Stock outstanding after giving effect to the sale of shares
of Common Stock offered hereby. Holders of Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
stockholders and are not entitled to cumulative voting rights. Holders of
Common Stock are entitled to receive dividends ratably, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. See "Dividend Policy." In the event of a dissolution,
liquidation or winding-up of the Company, holders of Common Stock are entitled
to share ratably in all assets remaining after payment of liabilities and any
payment required to be made to holders of preferred stock. Holders of Common
Stock have no preemptive or other subscription rights and no right to convert
their Common Stock into any other securities. There are no redemption or
sinking fund provisions applicable to the Common Stock. All outstanding shares
of Common Stock are, and, when issued, all shares of Common Stock offered
hereby will be, fully paid and nonassessable.

PREFERRED STOCK

The Company's Certificate of Incorporation permits the Company's Board of
Directors, without further vote or action by the stockholders, to issue shares
of the preferred stock in one or more series and to determine the
designations, preferences, voting powers, qualifications and special or
relative rights and privileges of the shares of each such series, including
the dividend rights, dividend rate, conversion rights, voting rights, terms of
redemption (including sinking fund provisions), redemption price or prices,
liquidation preferences, the number of shares constituting any series and the
designation of such series. These rights and privileges could limit the voting
power of holders of Common Stock and restrict their rights to receive
dividends or liquidation proceeds in an adverse manner.

The Company has granted the Board of Directors authority to issue preferred
stock and to determine its rights and preferences to eliminate delays
associated with a stockholder vote on specific issuances. The Company believes
that this authority will provide flexibility in connection with possible
corporate transactions. However, it could also have the effect of making it
more difficult for a third-party to acquire, or of discouraging a third-party
from attempting to acquire, control of the Company. Further, the issuance of
preferred stock could adversely affect the voting power of holders of Common
Stock and restrict their rights to receive payments upon liquidation of the
Company. The Board of Directors could also utilize shares of preferred stock
in order to adopt a stockholders' rights plan (a so-called "poison pill"),
which could also have the effect of discouraging or delaying a takeover of the
Company. The Company has no present plans to issue any shares of preferred
stock.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law (the "DGCL"). In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of a company's outstanding voting stock), from engaging in a "business
combination" (as defined in Section 203), with such company for three years
following the date that person becomes an interested stockholder unless (a)
before that person became an interested stockholder, such company's Board of
Directors approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (b) upon
completion of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owns at least
85% of the voting stock outstanding at the time the transaction commenced
(excluding stock held by directors who are also officers of such company

51
<PAGE>

and by employee stock plans that do not provide employees with the right to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or (c) following the transaction in
which that person became an interested stockholder, the business combination
is approved by such company's Board of Directors and authorized at a meeting
of stockholders by the affirmative vote of the holders of at least 66 2/3% of
the outstanding voting stock not owned by the interested stockholder.

The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") authorizes the Board of Directors to issue,
without stockholder approval, 4,999,800 shares of preferred stock with voting,
conversion and other rights and preferences that could adversely affect the
voting power or other rights of the holders of Common Stock. The issuance of
preferred stock or of rights to purchase preferred stock could be used to
discourage an unsolicited acquisition proposal. In addition, the possible
issuance of preferred stock could discourage a proxy contest, make more
difficult the acquisition of a substantial block of the Company's Common Stock
or limit the price that investors might be willing to pay in the future for
shares of the Company's Common Stock. The Certificate of Incorporation also
provides that: (i) the affirmative vote of the holders of at least 70% of the
voting power of all of the then outstanding shares of the capital stock of the
Company shall be required to adopt, amend or repeal any provision of the By-
Laws of the Company; (ii) following the closing of an initial public offering,
stockholders of the Company may not take any action by written consent and a
meeting of the stockholders may only be called by the Board of Directors;
(iii) following the closing of an initial public offering, the Board of
Directors will be classified into three classes with staggered terms of three
years each; (iv) advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Company shall be given in a timely manner as provided
in the By-Laws of the Company and (v) members of the Board of Directors may be
removed only for cause and after reasonable notice and an opportunity to be
heard before the body proposing to remove such director. The Certificate of
Incorporation also provides that the affirmative vote of the holders of shares
of voting stock of the Company representing at least seventy percent (70%) of
the voting power of all of the then outstanding shares of the capital stock of
the Company entitled to vote generally in the election of directors, voting
together as a single class, shall be required to (i) reduce or eliminate the
number of authorized shares of Common Stock or the number of authorized shares
of preferred stock or (ii) amend or repeal, or adopt certain provisions of the
Certificate of Incorporation regarding the management of the Company, the
indemnification of officers and directors, the election and classification of
the Board of Directors, the ability of the Board of Directors or the
stockholders to amend or repeal the Certificate of Incorporation or the By-
Laws and the super majority voting requirements. The foregoing provisions of
the Certificate of Incorporation could have the effect of delaying, deterring
or preventing a change in control of the Company. See "Risk Factors--Certain
Anti-Takeover Provisions."

The Company's Certificate of Incorporation contains provisions eliminating
or limiting the personal financial liability of the Company's directors to the
fullest extent permitted by the DGCL. Delaware law provides that directors
will not be personally liable to a corporation or its stockholders for
monetary damages for breach of their fiduciary duties as directors, except for
liability where there has been a breach of the duty of loyalty, a failure to
act in good faith, an act of intentional misconduct, a knowing violation of
law, certain unlawful payments of dividends, stock repurchases or redemptions,
or any transaction from which the director derives an improper personal
benefit. In addition, the Company's Certificate of Incorporation and By-Laws
include provisions to indemnify its officers and directors and persons serving
in various other capacities at the request of the Company to the fullest
extent permitted by the DGCL against expenses, judgments, fines and amounts
paid in connection with threatened, pending or completed suits and proceedings
against such persons by reason of having served as officers or directors or in
other capacities.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Boston Equiserve,
Inc.

52
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of this offering, the Company will have outstanding
7,556,750 shares of Common Stock. Of such shares, the 2,400,000 shares offered
hereby will be freely tradable by persons other than "affiliates" of the
Company without restriction. The remaining 5,156,750 shares held by current
stockholders of the Company are subject to Lock-Up Agreements under which the
holders of such shares have agreed not to sell or otherwise dispose of such
shares without the prior written consent of Cowen & Company, one of the
Representatives of the Underwriters, for a period of 180 days after the date
of this Prospectus. Upon expiration of the Lock-Up Agreements (and assuming no
exercise of outstanding options), approximately 4,275,000 additional shares of
Common Stock will be available for sale in the public market, subject to the
provisions of Rule 144 or Rule 701 under the Securities Act. The remaining
881,750 shares of Common Stock will become eligible for sale in the public
market, subject to the provisions of Rule 144, over a period of less than one
year and could be sold earlier if the holders thereof exercise their
registration rights. Promptly following the consummation of this offering, the
Company intends to register an aggregate of 427,500 shares of Common Stock
issuable under the 1997 Employee, Director and Consultant Stock Plan. In
addition, holders of options to purchase 48,050 shares of Common Stock, which
are currently exercisable, have agreed pursuant to the Lock-Up Agreements, not
to sell, offer, contract or grant any option to sell, pledge, transfer or
otherwise dispose of such shares for 180 days after the date of this
Prospectus.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated with those of others), including any affiliate of
the Company, is entitled to sell in brokers' transactions or directly to
market makers within any three-month period a number of Restricted Shares that
does not exceed the greater of (i) 1% of the class of such shares then
outstanding (75,567 shares of Common Stock based on the number of shares to be
outstanding after consummation of this offering) or (ii) the average weekly
trading volume of the class of such shares in the over-the-counter market
during the four calendar weeks preceding the date on which notice of such sale
is filed with the Commission, provided that certain current public information
concerning the Company is then available, that the seller complies with
certain manner of sale provisions and notice requirements, and that at least
one year has elapsed since the Restricted Shares were fully paid for and
acquired from the Company or an affiliate of the Company. A person (or persons
whose shares are aggregated with those of others), who is not an affiliate of
the Company at any time during the three months preceding any sale by such
person, is entitled to sell such shares, under Rule 144(k), without regard to
the limitations described above, provided that at least two years have lapsed
since the Restricted Shares were fully paid for and acquired from the Company
or an affiliate of the Company. The above is a summary of Rule 144 and is not
intended to be a complete description thereof or of the rights of the parties
to sell shares of Common Stock thereunder.

As of the date of this Prospectus, options to purchase 200,500 shares of
Common Stock are outstanding, 48,050 of which options are vested on the date
hereof. Upon exercise of these options, the underlying shares of Common Stock
will be eligible for sale to the public in the open market under Rule 701.

In general, under Rule 701 as currently in effect, absent contractual
restrictions on transfer, any employee, officer or director of or consultant
or advisor to, the Company who purchases shares from the Company pursuant to a
written compensatory stock option or other benefit plan or written contract
relating to compensation is eligible to resell such shares, in each case
commencing 90 days after the date of this Prospectus, in reliance on Rule 144,
but without compliance with certain restrictions contained in Rule 144. Shares
acquired pursuant to Rule 701 may be sold by nonaffiliates without regard to
the holding period, volume limitations, information or notice requirements of
Rule 144, and by affiliates without regard to the holding period requirement.

As of the date of this Prospectus, the Company has reserved an aggregate of
427,500 shares of Common Stock for issuance pursuant to the 1997 Employee,
Director and Consultant Stock Plan. The Company may elect to register such
shares under the Securities Act. Shares so registered will be eligible for
sale in the public market after the effective date of such registration,
subject to Rule 144 limitations applicable to affiliates and subject to the
lock-up agreements described below.

53
<PAGE>

Except as indicated above, the Company is unable to estimate the amount,
timing or nature of future sales of outstanding Common Stock. There was no
market for the Common Stock prior to this offering, and no predictions can be
made as to the effect, if any, that market sales of shares or the availability
of shares for sale will have on the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of the Common Stock in the public
market may have an adverse effect on the market price thereof, and could
impair the Company's ability to raise capital through the future sale of its
equity securities.

REGISTRATION RIGHTS

Upon the consummation of the offering, Phoenix and PHL will hold in the
aggregate 881,750 shares of the Company's Common Stock (the "Registrable
Securities"). Each of Phoenix and PHL or their transferees are entitled to
certain rights with respect to the registration of such securities under the
Securities Act. These rights are provided under the terms of an agreement
between the Company and the holders of the Registrable Securities. If the
Company registers any of its securities either for its own account or for the
account of other security holders, the holders of Registrable Securities are
entitled to include their securities in the registration, subject to the
ability of the underwriters to limit the number of shares included in an
underwritten offering. When use of such form becomes available to the Company,
any holder of the Registrable Securities may request that the Company register
all or any portion of their Registrable Securities on Form S-3 provided that
the reasonably anticipated aggregate price to the public is at least $500,000
and that no more than one such registration may be requested and obtained
during any nine month period. All registration expenses must be borne by the
Company and all selling expenses relating to the Registrable Securities must
be borne by the holders of the securities being registered. Except to the
extent included herein, the holders of the Registrable Securities have waived
their right to have such securities registered under the Securities Act as
part of this offering and for a period of 180 days following this offering.

LOCK-UP AGREEMENTS

Pursuant to the Underwriting Agreement, all of the Company's directors,
executive officers and stockholders, owning as of the date hereof all of the
outstanding Common Stock (representing an aggregate of 5,297,750 shares of
Common Stock, including vested and unvested stock options), have agreed that
they will not, without the prior written consent of Cowen & Company, offer,
sell or otherwise dispose of any shares of Common Stock, options or warrants
to acquire shares of Common Stock or securities exchangeable for or
convertible into shares of Common Stock owned by them, for a period of 180
days after the date of this Prospectus. See "Underwriting."

54
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement dated as
of the date hereof (the "Underwriting Agreement"), the Company and the Selling
Stockholders have agreed to sell to each of the Underwriters named below, and
each of the Underwriters, for whom Cowen & Company and Volpe Brown Whelan &
Company, LLC are acting as representatives (the "Representatives"), has
severally agreed to purchase from the Company and the Selling Stockholders the
respective number of shares of Common Stock set forth opposite the name of
such Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
NAME COMMON STOCK
---- ------------
<S> <C>
Cowen & Company.................................................
Volpe Brown Whelan & Company, LLC...............................
----
Total.........................................................
====
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters are
committed to purchase all of the shares of Common Stock offered hereby (other
than those covered by the over-allotment option described below), if any of
such shares are purchased.

The Underwriters propose to offer the shares of Common Stock, in part,
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and, in part, to certain dealers at such price
less a concession not in excess of $ per share. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of $ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time
to time be varied by the Representatives.

The Selling Stockholders have granted the Underwriters an option,
exercisable for up to 30 days after the date of this Prospectus, to purchase
up to an aggregate of 360,000 additional shares of Common Stock to cover over-
allotments, if any. With respect to the over-allotment option and
indemnification by the Selling Stockholders only, the term Selling
Stockholders includes Edward G. Caputo, the Company's President and Chief
Executive Officer. If the Underwriters exercise their over-allotment option,
the Underwriters have severally agreed, subject to certain conditions, to
purchase approximately the same percentage thereof that the number of shares
to be purchased by each of them as shown in the foregoing table bears to the
2,400,000 shares of Common Stock offered hereby. The Underwriters may exercise
such option only to cover over-allotments made in connection with the sale of
2,400,000 shares of Common Stock offered hereby.

The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, and to contribute to payments that the
Underwriters may be required to make in respect thereof.

The Company, the Company's officers and directors, and all Selling
Stockholders have agreed not to offer, sell, contract to sell or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or any right to acquire Common
Stock for a period of 180 days after the date of this Prospectus without the
prior written consent (which consent may be given without notice to the
Company's stockholders or other public announcement) of Cowen & Company. Cowen
& Company has

55
<PAGE>

advised the Company that it has no present intention of releasing any of the
Company's stockholders from such lock-up agreements until the expiration of
such 180-day period. See "Shares Eligible for Future Sale."

The Representatives have advised the Company that they currently intend to
make a market in the Company's Common Stock following this offering although
they have no obligation to do so and may cease such market making at any time.
There can be no assurance that a market in the Common Stock will develop after
the offering.

The Representatives have advised the Company and the Selling Stockholders
that the Underwriters do not intend to confirm sales in excess of 5% of the
shares offered hereby to any accounts over which they exercise discretionary
authority.

Prior to this offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price will be determined by
negotiation among the Company, the Selling Stockholders and the
Representatives. Among the factors to be considered in such negotiations are
the prevailing market conditions, the results of operations of the Company in
recent periods, the market capitalization and stage of development of other
companies that the Company, the Selling Stockholders and the Representatives
believe to be comparable to the Company, estimates of the business potential
of the Company, the present state of the Company's development and other
factors deemed relevant.

The Common Stock has been approved for quotation, subject to notice of
effectiveness, on the Nasdaq National Market under the symbol "CMND."

LEGAL MATTERS

The validity of issuance of the Common Stock offered hereby will be passed
upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
Boston, Massachusetts. Certain legal matters will be passed upon for the
Underwriters by Buchanan Ingersoll, Princeton, New Jersey.

EXPERTS

The Consolidated Financial Statements and schedule of the Company at
December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement on Form S-1, including amendments thereto (the
"Registration Statement"), under the Securities Act with respect to the shares
of Common Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules filed therewith,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is hereby made to such
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any contract
or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
deemed to be qualified in its entirety by such reference. The Registration
Statement, including all exhibits and schedules thereto, may be inspected

56
<PAGE>

without charge at the principal office of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: the New York regional office located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and the Chicago regional office located
at the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of this material may also be obtained from the Commission's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be accessed
electronically at the Commission's Internet home page: (http://www.sec.gov).

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by its independent public accountants,
and will make available quarterly reports for the first three quarters of each
fiscal year containing unaudited financial information and such other periodic
reports as the Company may determine to be appropriate or as may be required
by law.

57
<PAGE>

COMMAND SYSTEMS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors........................................... F-2
AUDITED FINANCIAL STATEMENTS:
Consolidated Balance Sheets at December 31, 1996 and 1997................ F-3
Consolidated Statements of Operations for the years ended December 31,
1995, 1996 and 1997..................................................... F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the years
ended December 31, 1995, 1996 and 1997 ................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997..................................................... F-6
Notes to Consolidated Financial Statements............................... F-7
PRO FORMA FINANCIAL DATA:
Headnote to Pro Forma Financial Data..................................... F-16
Pro Forma Statement of Operations for the year ended December 31, 1997... F-17
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Command Systems, Inc.

We have audited the accompanying consolidated balance sheets of Command
Systems, Inc. as of December 31, 1996 and 1997, and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for
each of the three years in the period ended December 31, 1997. 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 consolidated financial position of Command
Systems, Inc. at December 31, 1996 and 1997, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Hartford, Connecticut
February 9, 1998

F-2
<PAGE>

COMMAND SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1997
---------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................ $ 443,505 $ 391,687
Accounts receivable, net of allowance for doubtful
accounts of $24,500 and $259,893 in 1996 and 1997.. 2,375,064 4,203,241
Prepaid expenses and other assets................... 416,116 354,950
Deferred income taxes .............................. -- 52,024
---------- -----------
Total current assets............................... 3,234,685 5,001,902
Equipment and improvements:
Furniture and equipment............................. 914,452 2,007,254
Leasehold improvements.............................. 554,873 852,476
---------- -----------
1,469,325 2,859,730
Less accumulated depreciation....................... (396,785) (825,562)
---------- -----------
Net equipment and improvements........................ 1,072,540 2,034,168
Other assets:
Goodwill............................................ -- 6,845,338
Deposits............................................ 441,644 428,005
Other non-current assets............................ 67,396 115,674
---------- -----------
$4,816,265 $14,425,087
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Line of credit...................................... $1,378,890 $ 857,535
Bank loan........................................... -- 556,952
Accounts payable and accrued expenses............... 1,281,058 2,218,540
Accrued payroll and related costs................... 376,305 610,933
Loan payable to officer............................. 73,224 --
Deferred revenue.................................... 150,434 219,544
Income taxes payable................................ 1,700 78,535
Deferred income taxes............................... 72,095 381,987
---------- -----------
Total current liabilities.......................... 3,333,706 4,924,026
Notes payable......................................... 1,145,463 --
---------- -----------
Total liabilities.................................. 4,479,169 4,924,026
Minority interest..................................... 395,561 --
Preferred stock, $.01 par value, 5,000,000 shares
authorized...........................................
Series A convertible preferred stock, 100 shares
authorized, issued and outstanding................. -- 2,223,475
Series B convertible preferred stock, 100 shares
authorized, issued and outstanding................. -- 8,000,000
Stockholders' equity (deficit):
Common stock, 25,000,000 shares authorized, $.01 par
value; 4,275,000 shares issued and outstanding..... 1,000 1,000
Retained earnings (deficit)......................... (59,465) (636,509)
Cumulative translation adjustment................... -- (86,905)
---------- -----------
Total stockholders' equity (deficit)............. (58,465) (722,414)
---------- -----------
Total liabilities and stockholders' equity
(deficit)....................................... $4,816,265 $14,425,087
========== ===========
</TABLE>

See accompanying notes.

F-3
<PAGE>

COMMAND SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Revenue................................. $12,436,529 $17,069,417 $25,057,039
Cost of revenue......................... 9,108,436 12,494,448 16,972,812
----------- ----------- -----------
Gross profit.......................... 3,328,093 4,574,969 8,084,227
Selling, general and administrative
expenses............................... 3,012,869 5,171,912 7,254,992
----------- ----------- -----------
Income (loss) from operations......... 315,224 (596,943) 829,235
Other income (expense):
Other income.......................... -- 42,786 --
Interest income....................... 2,195 14,138 32,911
Interest expense...................... (52,405) (132,482) (309,657)
----------- ----------- -----------
(50,210) (75,558) (276,746)
----------- ----------- -----------
Income (loss) before income taxes and
minority interest...................... 265,014 (672,501) 552,489
Income tax (provision) benefit.......... (43,577) 8,056 (597,751)
----------- ----------- -----------
221,437 (664,445) (45,262)
----------- ----------- -----------
Minority interest....................... -- 241,439 (451,431)
----------- ----------- -----------
Net income (loss)....................... 221,437 (423,006) (496,693)
----------- ----------- -----------
Preferred stock dividends and
accretion.............................. -- -- (80,351)
----------- ----------- -----------
Income (loss) applicable to common
stockholders........................... $ 221,437 $ (423,006) $ (577,044)
=========== =========== ===========
Pro forma results of operations:
Adjustments to U.S. federal income tax
provision assuming
C corporation status for all
periods.............................. $ (53,720) $ -- $ 633,000
----------- ----------- -----------
Net income (loss), as adjusted........ 167,717 (423,006) 136,307
Preferred stock dividends and
accretion............................ -- -- (80,351)
----------- ----------- -----------
Income (loss) applicable to common
stockholders......................... $ 167,717 $ (423,006) $ 55,956
=========== =========== ===========
Pro forma earnings per common share:
Basic earnings (loss) per common
share.............................. $ 0.04 $ (0.10) $ 0.01
=========== =========== ===========
Diluted earnings (loss) per common
share.............................. $ 0.04 $ (0.10) $ 0.01
=========== =========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE>

COMMAND SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK RETAINED CUMULATIVE
---------------- EARNINGS TRANSLATION
SHARES AMOUNT (DEFICIT) ADJUSTMENT TOTAL
--------- ------ --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995.. 4,275,000 $1,000 $ 142,104 $ -- $143,104
Net income................. -- -- 221,437 -- 221,437
--------- ------ --------- -------- ---------
Balance at December 31,
1995....................... 4,275,000 1,000 363,541 -- 364,541
Net loss................... -- -- (423,006) -- (423,006)
--------- ------ --------- -------- ---------
Balance at December 31,
1996....................... 4,275,000 1,000 (59,465) -- (58,465)
Net loss................... -- -- (496,693) -- (496,693)
Preferred stock dividends
and accretion............. -- -- (80,351) -- (80,351)
Translation adjustment..... -- -- -- (86,905) (86,905)
--------- ------ --------- -------- ---------
Balance at December 31,
1997....................... 4,275,000 $1,000 $(636,509) $(86,905) $(722,414)
========= ====== ========= ======== =========
</TABLE>

See accompanying notes.

F-5
<PAGE>

COMMAND SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1995 1996 1997
--------- ----------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................ $ 221,437 $ (423,006) $ (496,693)
Adjustments to reconcile net income
(loss) to net cash (used in) provided by
operating activities:
Depreciation and amortization.......... 58,963 136,796 428,777
Bad debt expense....................... -- 24,500 235,395
Deferred income taxes.................. 42,079 (15,948) 257,868
Minority interest...................... -- (241,439) 451,431
Accrued interest capitalized........... -- 38,370 132,674
Other.................................. -- 4,773 --
Changes in operating assets and
liabilities:
Accounts receivable.................. (718,936) (637,497) (2,063,572)
Prepaid expenses and other assets.... (23,566) (386,286) 61,166
Deposits and other noncurrent
assets.............................. (17,410) (489,258) (34,639)
Accounts payable and accrued
expenses............................ 268,475 691,485 937,482
Accrued payroll and related costs.... 60,716 74,760 234,628
Deferred revenue..................... -- 150,434 69,110
Income taxes payable................. -- -- 76,835
--------- ----------- ----------
Net cash (used in) provided by
operating activities.............. (108,242) (1,072,316) 290,462
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and improvements.. (263,884) (954,602) (1,497,783)
--------- ----------- ----------
Net cash used in investing
activities........................ (263,884) (954,602) (1,497,783)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) under revolving
line of credit agreement................ 512,400 503,390 (521,355)
Proceeds from bank loan.................. -- -- 806,952
Principal payments of bank loan.......... -- -- (250,000)
Minority investment in affiliate......... -- 637,000 391,098
Proceeds from notes payable.............. -- 1,107,093 869,630
Payment of loan payable to officer....... -- -- (73,224)
Preferred stock issuance costs........... -- -- (43,013)
--------- ----------- ----------
Net cash provided by financing
activities........................ 512,400 2,247,483 1,180,088
--------- ----------- ----------
Effect of exchange rate changes on cash... -- -- (24,585)
Increase (decrease) in cash............... 140,274 220,565 (51,818)
Cash, beginning of year................... 82,666 222,940 443,505
--------- ----------- ----------
Cash, end of year......................... $ 222,940 $ 443,505 $ 391,687
========= =========== ==========
CASH PAID FOR:
Interest expense......................... $ 52,405 $ 104,482 $ 193,202
Income taxes............................. 1,498 3,581 271,130
NON-CASH FINANCING ACTIVITIES:
Preferred stock exchanged for notes
payable................................. $2,186,137
Preferred stock issued for purchase of
minority interest....................... 8,000,000
</TABLE>

See accompanying notes.

F-6
<PAGE>

COMMAND SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997

1. ORGANIZATION

Command Systems, Inc. (the "Company") provides information technology
solutions and services to financial services organizations.

Through December 31, 1997, the Company held a 51% interest in Command
International Software Pvt. ("CIS"), an Indian unlimited liability company,
with the remaining 49% interest held by Phoenix Home Life Mutual Insurance Co.
("PHL"). On December 31, 1997, the Company purchased PHL's holdings (see Note
5).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company and its wholly and majority owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

Concentration of Credit Risk

The Company markets its services primarily to the financial services
industry. The Company performs periodic credit evaluations of a customer's
financial condition and generally does not require collateral. Credit losses
have been within management's expectations.

Revenue Recognition

The Company recognizes revenue on time-and-materials contracts as the
services are performed. Revenue on fixed-price contracts are recognized using
the percentage of completion method. Under this method, applicable fees and
profits on such contracts are recorded concurrently with costs incurred
thereon. The Company bears the risk of cost overruns and inflation with
respect to its fixed-price projects. If estimates indicate a probable ultimate
loss on a fixed-price contract, provision is made at that date for the entire
estimated loss.

Revenue from product sales, primarily equipment and commercially available
software, are recognized upon shipment.

Billings in excess of revenue earned are classified as deferred revenue.

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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Equipment and Improvements

Equipment and improvements are stated at cost. Depreciation on equipment is
calculated on a straight-line basis over the estimated useful lives of the
assets. Leasehold improvements are being amortized on a straight-line basis
over the shorter of the lease term or estimated useful life of the assets.

Income Taxes

The Company has elected to be taxed as an S Corporation in accordance with
the provisions of the Internal Revenue Code. As an S Corporation, the taxable
income of the Company is reportable on the individual stockholder's federal
tax return. In conjunction with the formation of the Company as a Delaware
holding corporation (see Note 6) and the issuance of its Series A convertible
preferred stock, the S Corporation election was terminated and the Company
became subject to U.S. federal income taxes. The Company utilizes the asset
and liability method of accounting for income taxes. Under this method,
deferred income taxes are recorded to reflect the tax consequences of future
years differences between tax basis of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. A valuation allowance is provided against
the future benefit of deferred tax assets if it is determined that it is more
likely than not that the future tax benefits associated with the deferred tax
asset will not be realized (see Note 4).

F-7
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Impairment of Long-Lived Assets

Long-lived assets, including goodwill, are reviewed for impairment and
written down to fair value whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. At
December 31, 1997, no such impairment existed. The Company measures the
potential impairment of long-lived assets, including goodwill, by the
undiscounted value of expected operating cash flow in relation to the assets
to which it applies.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable, and other accrued liabilities approximate fair
value due to the short maturity of these items. The carrying value of the
notes payable approximate fair value based on the Company's borrowing rate for
similar financing arrangements. Amounts due under the line of credit
approximate fair value because the interest rates vary with market interest
rates.

Stock-Based Compensation

Effective in fiscal 1996, the Company adopted Financial Accounting Statement
No. 123, "Accounting for Stock-Based Compensation." This statement defines a
fair value based method of accounting for employee stock compensation plans.
However, it also allows an entity to continue to measure compensation cost for
those plans in accordance with Accounting Principle Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees." Under APB No. 25, compensation
cost is the excess, if any, of the market price of the stock at the grant date
over the amount the employee must pay to acquire the stock. The Company has
elected to continue to account for awards granted under its Shadow Stock
Incentive Plan and the Command Systems, Inc. 1997 Employee, Director and
Consultant Stock Plan under APB No. 25.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries which have a
functional currency other than the U.S. dollar reflect the translation of
assets and liabilities into United States dollars at current exchange rates
with income and expense accounts being translated at average rates of exchange
prevailing during the period. The reflecting adjustments are recognized as a
separate component of the stockholder's equity. Foreign currency transaction
gains and losses, which are not material, are recognized in net income (loss)
when incurred.

Earnings Per Share

In February 1997, the FASB issued Statement No. 128, "Earnings Per Share."
This statement replaced the calculation of primary and fully diluted earnings
per share with basic and diluted earnings per share. Unlike primary earnings
per share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented, and where
appropriate, restated to conform to the Statement No. 128 requirements.

Pro forma earnings per common share reflect adjustments in the U.S. federal
income tax provision assuming C corporation status for all periods presented.

3. DEBT

The Company maintains a line of credit with a current availability of
$2,500,000 or 75% ($1,000,000 prior to May 26, 1997) of the Company's accounts
receivable less than 90 days past due. Interest is charged at the bank's prime
rate of interest plus 0.5% (10%, 8.75% and 9% in 1995, 1996 and 1997,
respectively).

F-8
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The line of credit is guaranteed by the Company's President, and is
collateralized by all personal property of the Company. The agreement also
contains several restrictive covenants which require, among other things, the
Company to maintain defined financial ratios and prohibits the declaration and
payment of dividends, other than payment of dividends to the holder of its
Series A and Series B convertible preferred stock, provided that no event of
default exists. The agreement expires August 15, 1998.

On July 1, 1996, the Company and its wholly-owned subsidiary Command
International Holdings ("CIH") entered into a note purchase agreement (the
"Agreement") with Phoenix Home Life Mutual Insurance ("PHL") under which the
Company could issue up to $3 million (U.S. dollars) aggregate principal amount
of its 15% Subordinated Secured Series Notes (the "C Notes"), accrued and
capitalized interest on such notes and its Zero Coupon Receivables-Based
Subordinated Secured Series Notes (the "Z Notes"). Also, under this Agreement,
CIH was authorized to issue up to $3 million (U.S. dollars) aggregate
principal amount of its 15% Guaranteed Senior Secured Series Notes (the "M
Notes") and accrued capitalized interest on such notes. The payment
obligations of the Company in respect to the C Notes and the Z Notes rank
junior and subordinate in right of payment to the senior indebtedness of the
Company under the M Notes.

At December 31, 1996, outstanding debt (including accrued interest of
$38,370) on the C, Z and M Notes amounted to $214,370, $196,000 and $735,093,
respectively. Repayment of the debt is due in 2001. The payment obligations of
the Company in respect of the C, Z and M Notes are subordinate to the senior
indebtedness of the Company under the line of credit.

On August 26, 1997, the Company entered into an agreement with PHL whereby
the Company issued to PHL 100 shares of its Series A convertible preferred
stock in exchange for the aggregate outstanding indebtedness of $2,186,137 of
the C, Z, and M Notes, including accrued capitalized interest of $171,044.

CIS entered into a RS. 20,000,000 ($560,000) letter of credit facility on
December 31, 1996; no amounts related thereto were outstanding at December 31,
1996 and 1997.

CIS has a short term credit facility whereby each borrowing under the
facility has a term of six months from the date of disbursement and bears
interest at varying rates based upon the prime lending rate and the currency
borrowed; borrowing may be denominated in Indian rupees or U.S. dollars. At
December 31, 1997, rates of interest ranged from 10.65% to 16.00%. There were
no outstanding balances under this credit facility at December 31, 1996;
$556,952 was outstanding at December 31, 1997.

4. INCOME TAXES

Comparisons of the provision for income taxes follow:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------- ------- ---------
<S> <C> <C> <C>
Federal
Current........................................ $ -- $ -- $ 334,871
Deferred....................................... -- -- 293,078
------- ------- ---------
Total federal................................ -- -- 627,949
State
Current........................................ 1,498 5,270 5,012
Deferred....................................... 42,079 (13,326) (35,210)
------- ------- ---------
Total state.................................. 43,577 (8,056) (30,198)
------- ------- ---------
Total provision.............................. $43,577 $(8,056) $ 597,751
======= ======= =========
</TABLE>

F-9
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

With the issuance of the Series A convertible preferred stock, the Company's
ability to be taxed as an S Corporation automatically terminated and the
ability to report on the cash basis of accounting ceased. The Company
recognized additional taxable income as a result and incurred a liability of
approximately $693,000. Under current statutes this liability will be payable
over a period of four years.

The effective tax rate from operations differed from the federal statutory
rate for the following reasons:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
--------------------
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Federal statutory rate................................ 34.0% 34.0% 34.0%
State income taxes, net of federal benefit............ 16.4 (1.2) (5.5)
No federal income tax benefit (provision) for S
corporation period income (loss)..................... (34.0) (9.6) 15.9
Tax effect of conversion from S corporation to C
corporation, related primarily to accounting method
change............................................... -- -- 125.5
Foreign profits and losses not subject to tax......... -- (24.4) (56.7)
Other................................................. -- -- (5.0)
----- ----- -----
Effective income tax rate............................. 16.4% (1.2)% 108.2%
===== ===== =====
</TABLE>

The significant components of the Company's deferred tax assets and
liabilities are:

<TABLE>
<CAPTION>
DECEMBER 31
----------------
1996 1997
------- --------
<S> <C> <C>
Deferred tax assets
State net operating loss carryforwards............... $11,000 $ 36,639
Bad debt reserve..................................... -- 125,272
Reserves and accruals................................ -- 136,714
Accrued payroll and related costs.................... -- 84,341
------- --------
11,000 382,966
------- --------
Deferred tax liabilities
Cash basis of accounting............................. 78,700 --
Tax effect of change from S corporation to C
corporation, primarily related to accounting method
change.............................................. -- 693,031
Tax over book depreciation........................... 4,300 19,898
------- --------
83,000 712,929
------- --------
Net deferred federal and state liabilities......... $72,000 $329,963
======= ========
</TABLE>
The Company has net operating loss ("NOL") carryforwards for state tax
purposes of approximately $118,000 and $450,000 as of December 31, 1996 and
1997, respectively. The NOL expires through 2010.

The financial statements reflect no foreign income tax provision. Under
Indian tax laws, CIS is not currently subject to a corporate tax since it
earns all of its income from export activities. This exemption is for a period
of five consecutive years during an eight year period which began in 1996. CIH
is also eligible for certain tax exemptions under the laws of Mauritius. As a
result of such exemptions, no deferred tax asset or liability is recognized.
During 1996 and 1997 income (loss) of the Company's foreign subsidiaries
before minority interest was $(492,732) and $921,287, respectively.

F-10
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. MINORITY INTEREST

During 1996, the Company entered into an agreement with PHL to establish a
joint venture in India which would provide software services on a
subcontracting basis to the Company. Under the terms of the agreement, the
Company owned a 51% interest. PHL invested $637,000 and $391,098 in this
venture during 1996 and 1997, respectively.

On December 31, 1997, PHL exchanged its 49% interest for 100 shares of the
Company's Series B convertible preferred stock valued at $8,000,000. The
Company recorded this as a purchase and recognized the excess of the purchase
price $6,845,338 over the fair value of the assets acquired and liabilities
assumed as goodwill. The Company will amortize this goodwill over a 15 year
period.

The pro forma results of operations for the years ended December 31, 1996
and 1997 which reflect the elimination of interest expense, minority interest
in earnings of this subsidiary and the amortization of goodwill are as
follows, and assume the transaction had occurred at the beginning of the
periods presented:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Revenue............................................ $17,069,417 $25,057,039
Net (loss)......................................... (740,164) (449,295)
Income (loss) per share applicable to common
stockholders--diluted............................. (0.14) (0.08)
</TABLE>

At December 31, 1996 and 1997, included in prepaid expenses and other assets
are receivables from PHL approximating $365,000 and $4,000, respectively;
included in accounts payable and accrued expenses are payables to PHL
approximating $481,000 and $248,000, respectively.

6. STOCKHOLDERS' EQUITY

On July 1, 1997 Command Systems, Inc., a Delaware corporation ("CSI"), was
established and exchanged 4,275,000 shares of its common stock for the 100
shares of issued and outstanding common stock of the Company held by its sole
stockholder and became the ultimate holding company for the Command group of
companies. CSI was authorized to issue 10,650,000 shares of $.01 par value
common stock and 1,000 shares of $.01 par value preferred stock. This
contribution was accounted for at historical cost in a manner similar to a
pooling of interests. The number of common shares authorized, issued and
outstanding have been restated for all periods to reflect this
recapitalization. Effective December 31, 1997 the Company was authorized to
issue up to 25,000,000 shares of its common stock and 5,000,000 shares of
preferred stock. The consolidated financial statements have been adjusted to
reflect this change. On February 5, 1998, the Company effectuated a 1-for-2
reverse stock split. All share and per share data have been restated
retroactively.

On August 26, 1997, CSI issued 100 shares of its Series A convertible
preferred stock. The Series A convertible preferred stock has a liquidation
preference of $2,186,137 plus accrued and unpaid dividends. Such dividends
amounted to $75,474 at December 31, 1997. The Series A convertible preferred
stock entitles the holder to one vote per convertible common share, including
the right to elect one director as a class, and has a dividend requirement of
10% per annum which shall accrue on a cumulative basis (which rate will
increase to 15% if certain thresholds are not met). These shares are
convertible at any time into 522,500 shares of CSI common stock and are
redeemable by PHL after July 31, 1999. These shares automatically convert
following a qualified public offering.

On December 31, 1997, the Company issued 100 shares of Series B convertible
preferred stock. The Series B convertible preferred stock has a liquidation
preference of $8,000,000 and has a dividend requirement of 10% per annum which
shall accrue on a cumulative basis. The holders are also entitled to one vote
per convertible common share and the right to elect one director as a class.
These shares are redeemable after July 31, 1999 and

F-11
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

are convertible at any time into 659,250 shares of the Company's common stock.
The Series B convertible preferred stock automatically converts following a
qualified public offering.

The Company has filed a registration statement for the initial public
offering of 2,100,000 shares of its common stock. Assuming the successful
completion of the offering and the conversion of the Series A and B
convertible preferred stock, the Company would have stockholders' equity at
December 31, 1997 as follows:

<TABLE>
<CAPTION>
ACTUAL PRO FORMA
--------- -----------
<S> <C> <C>
Common stock......................................... $ 1,000 $ 33,818
Additional paid-in capital........................... -- 30,636,319
Accumulated deficit.................................. (636,509) (680,042)
Cumulative translation adjustment.................... (86,905) (86,905)
--------- -----------
$(722,414) $29,903,190
========= ===========
</TABLE>

The Company had maintained a Shadow Stock Incentive Plan (the "Shadow Plan")
for certain key employees, whereby awards, expressed in units, were earned
only upon the occurrence of certain events including continued employment for
five years after the grant date. The Shadow Plan provided for any earned
benefits to be paid either in cash or in the form of common stock of the
Company. At December 31, 1995 and 1996 there were 53,750 and 61,500 units
outstanding, respectively. The Company accounted for this Shadow Plan as a
stock appreciation right and, therefore, accrued amounts based on a formula
value defined in the Shadow Plan which reflected the benefits to be earned.
There was no compensation expense recognized under the Shadow Plan for the
years ended December 31, 1995, 1996 and 1997, respectively. In March 1997 the
Company issued options to purchase 61,500 shares of its common stock
exercisable at a price of $4.00 per share (the fair market value as determined
by the Board of Directors of such stock at the date of grant) to certain
persons who, upon such issuance, relinquished their rights under the Company's
Shadow Plan.

In August 1997, the Company created the Command Systems, Inc. 1997 Employee,
Director and Consultant Stock Plan (the "Option Plan"). The Company reserved
427,500 shares of its common stock for issuance under the Option Plan. In
December 1997, the Company granted options to purchase 89,050 shares of its
common stock at a price of $9.00 per share to certain employees and directors.
Options granted under the plan generally have a five year term. Options
generally vest in increments of 20% on the anniversary of the date of grant.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, which also requires that the information be
determined as if the Company had accounted for its employee stock options
granted subsequent to December 31, 1995 under the fair value method of that
Statement. The fair value of these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted-average
assumptions for 1997: risk-free interest rate of 6%, volatility factor of the
expected market price of the Company's common stock of 40.4% and a weighted-
average expected life for the options of 5 years.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

F-12
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For the purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma net loss would have been approximately $660,000 and pro
forma loss per common share basic and diluted would have been $0.15 for 1997.

In accordance with the provisions of SFAS No. 123, the pro forma disclosures
include only the effect of stock options granted in 1997. These pro forma
effects may not be representative of the effects of SFAS No. 123 on future
years because of the fact that options vest over several years and new grants
generally are made each year.

Changes in outstanding options were as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
------- ----------------
<S> <C> <C>
Outstanding December 31, 1996....................... -- --
Options granted:
March 1997....................................... 61,500 $4.00
December 1997.................................... 89,050 $9.00
Options exercised................................. -- --
Options cancelled................................. -- --
------- -----
Outstanding December 31, 1997....................... 150,550 $6.96
======= =====
</TABLE>

As of December 31, 1997, there were options exercisable for 45,550 shares.
Outstanding options at December 31, 1997 had exercise prices ranging from
$4.00 to $9.00.

A former employee has pledged 7,500 common stock purchase options as
collateral for a bank loan. The Company has granted the bank a put option
whereby upon default of the loan, the bank could require the Company to
repurchase the options for the outstanding balance of the loan.

7. LEASES

The Company leases office space from unrelated third parties. Total rent
expense for the years ended December 31, 1995, 1996 and 1997 was $132,839,
$251,597 and $543,700, respectively.

The Company is required to maintain security deposits for office space
rented in Bangalore, India. Such deposits amounted to $421,862 and $413,807 at
December 31, 1996 and 1997, respectively.

Future minimum lease payments under non-cancelable operating leases at
December 31, 1997 are as follows:

8. BENEFIT PLANS

The Company has established a 401(k) Retirement Savings Plan (the "401(k)
Plan"). All employees of the Company's domestic operations are eligible to
participate in the 401(k) Plan after completing six months of service and
attaining age twenty and one-half. Employees are allowed to contribute between
1% and 15% of their annual compensation up to the maximum contribution
allowable each year under IRS regulations. The Company contributed $27,000 to
the 401(k) Plan during 1997. No such contributions were made in 1995 or 1996.

F-13
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. RELATED PARTY TRANSACTIONS

The Company had a noninterest bearing loan payable to its President. The
outstanding balance at December 31, 1996 was $73,224. The loan was payable on
demand and was subordinated to the debt described in Note 3. The loan was
repaid in October 1997.

The Company provided IT services to PHL representing revenues of
approximately $2,800,000, $1,300,000 and $2,600,000 for the years ended
December 31, 1995, 1996 and 1997, respectively.

10. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Numerator:
Net income (loss).................... $ 221,437 $ (423,006) $ (496,693)
Preferred stock dividends............ -- -- (80,351)
---------- ---------- ----------
Numerator for basic and diluted earn-
ings per share-income available to
common stockholders................. $ 221,437 $ (423,006) $ (577,044)
Denominator:
Weighted-average shares outstanding
for basic and diluted earnings per
share............................... 4,275,000 4,275,000 4,275,000
---------- ---------- ----------
Basic and diluted earnings (loss) per
share................................ $ 0.05 $ (0.10) $ (0.13)
========== ========== ==========
</TABLE>

Options to purchase 150,550 shares of the Company's common stock and
1,181,750 shares of the Company's common stock issuable upon the conversion of
the Series A and B convertible preferred stock were not included in the
computation of diluted earnings per share because the effect of their
inclusion would be antidilutive. For additional disclosures regarding the
outstanding Series A and B convertible preferred stock and the employee stock
options see Note 6.

F-14
<PAGE>

COMMAND SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

For purposes of computing pro forma basic and diluted earnings, the Company
has assumed that it was taxed as a C corporation for U.S. federal income tax
purposes at statutory tax rates.

11. GEOGRAPHIC DATA AND MAJOR CUSTOMERS

The Company is engaged in one segment of business, providing information
technology services to large organizations. The Company operates in two
geographic areas. Prior to 1996, the Company only operated in the United
States.

<TABLE>
<CAPTION>
1996 United States India Elimination Consolidated
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $17,069,417 $ -- -- $17,069,417
Income (loss) from operations (82,194) (514,749) -- (596,943)
Identifiable assets 3,434,094 1,382,171 -- 4,816,265
<CAPTION>
1997
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $25,057,039 $2,870,150 $(2,870,150) $25,057,039
Income (loss) from operations (99,974) 929,209 -- 829,235
Identifiable assets 12,173,801 2,251,286 -- 14,425,087
</TABLE>

For the years ended December 31, 1995 and 1996, two customers accounted for
approximately 12% and 23%, and 14% and 13%, respectively, of revenue. For the
year ended December 31, 1997, three customers accounted for approximately 13%,
13% and 10%, respectively, of revenue.

12. RISKS AND UNCERTAINTIES OF DOING BUSINESS

Many of the Company's engagements involve projects that are critical to the
operations of its customers' businesses and provide benefits that may be
difficult to quantify. Any failure in a customer's system could result in a
claim for substantial damages against the Company, regardless of the Company's
responsibility for such failure. In addition, the Company's failure to
complete a project in the contractually prescribed time period, particularly a
Year 2000 solutions services contract, may result in a claim for substantial
damages against the Company. Although the Company attempts to limit
contractually its liability for damages arising from errors, mistakes or
omissions in rendering its IT services, there can be no assurance that the
limitations of liability set forth in its services contracts will be
enforceable in all instances or would otherwise protect the Company from
liability for damages. Although the Company maintains general liability
insurance coverage, including coverage for errors or omissions in the amount
of $5.0 million, there can be no assurance that such coverage will continue to
be available on reasonable terms or will be available in sufficient amounts to
cover one or more large claims, or that the insurer will not disclaim coverage
as to any future claim. The successful assertion of one or more large claims
against the Company that exceed available insurance coverage, or changes in
the Company's insurance policies, including premium increases or the
imposition of large deductible or co-insurance requirements, could adversely
affect the Company's business, financial condition and results of operations.

F-15
<PAGE>

PRO FORMA FINANCIAL DATA
(UNAUDITED)

On December 31, 1997 the Company issued 100 shares of its Series B
convertible preferred stock valued at $8,000,000 to PHL in exchange for PHL's
49% interest in the Offshore Technology Resource Center. This transaction has
been treated as a purchase and the excess of cost over the fair value of the
assets acquired and liabilities assumed has been recognized as goodwill.

The pro forma statement of operations for the year ended December 31, 1997
reflects the effects of this transaction as if it had occurred at the
beginning of the year. In addition, this statement reflects adjustments to the
Company's U.S. federal income tax provision to recognize what the Company's
earnings would have been had the Company historically been taxed as a C
corporation.

The pro forma statement of operations also takes into effect the use of net
proceeds of the Company's initial public offering and the conversion of the
Series A and B convertible preferred stock.

The pro forma results of operations are not necessarily indicative of
results to be expected in the future.

F-16
<PAGE>

COMMAND SYSTEMS, INC.

PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
ACTUAL ADJUSTMENT PRO FORMA
----------- ---------- -----------
<S> <C> <C> <C>
Revenue............................. $25,057,039 $25,057,039
Cost of revenue..................... 16,972,812 16,972,812
----------- -----------
Gross profit...................... 8,084,227 8,084,227
Selling, general and administrative
expenses........................... 7,254,992 $456,356(a) 7,711,348
----------- -----------
Income from operations............ 829,235 372,879
Other income (expense).............. (276,746) 132,674(b) (43,432)
100,640(d)
----------- -----------
Income before income taxes and
minority interest.................. 552,489 329,447
Income tax (provision) benefit...... (597,751) 693,000(g) 95,249
----------- -----------
(45,262) 424,696
Minority interest................... (451,431) 451,431(c) --
----------- -----------
Net income (loss)................... (496,693) 424,696
Preferred stock dividends and
accretion.......................... (80,351) 80,351(f) --
----------- -----------
Income (loss) applicable to common
stockholders....................... $ (577,044) $ 424,696
=========== ===========
Earnings per common share:
Basic earnings (loss) per common
share............................ $ (0.13) $ 0.06 (e)
=========== ===========
Diluted earnings (loss) per common
share............................ $ (0.13) $ 0.06 (e)
=========== ===========
</TABLE>

Notes to Statement:
(a) To reflect the amortization of goodwill over an estimated useful life of
15 years.
(b) To reflect the elimination of interest expense related to the C, Z, and M
notes used to finance the operations of the Offshore Technology Resource
Center.
(c) To eliminate the 49% minority interest previously held by PHL.
(d) To eliminate interest on the Company's domestic line of credit assumed to
be refinanced by the proceeds of the Company's public offering of
2,100,000 shares of common stock.
(e) Earnings per share is computed using weighted average shares outstanding
of 7,556,750, which assumes the conversion of the Series A and B
convertible preferred stock and the issuance of 2,100,000 shares of common
stock in connection with the assumed initial public offering.
(f) To eliminate the preferred stock dividends and accretion.
(g) To eliminate the U.S. Federal income tax provision associated with the
Company's conversion from S Corporation to C Corporation status to assume
that the Company had historically been treated as a C Corporation for tax
purposes.

F-17
<PAGE>

[INSIDE BACK COVER WILL INCLUDE A PICTURE OF THE COMPANY'S FARMINGTON,
CONNECTICUT FACILITY AND ITS BANGALORE, INDIA FACILITY]

<PAGE>

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS, ANY OF THE
UNDERWRITERS OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UN-
DER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 15
Capitalization........................................................... 16
Dilution................................................................. 17
Selected Consolidated Financial Data..................................... 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 19
Business................................................................. 27
Management............................................................... 40
Certain Transactions..................................................... 48
Principal and Selling Stockholders....................................... 50
Description of Capital Stock............................................. 51
Shares Eligible For Future Sale.......................................... 53
Underwriting............................................................. 55
Legal Matters............................................................ 56
Experts.................................................................. 56
Additional Information................................................... 56
Index to Consolidated Financial Statements............................... F-1
</TABLE>

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

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR NOT PAR-
TICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACT-
ING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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

2,400,000 SHARES

[LOGO OF COMMAND SYSTEMS APPEARS HERE]

COMMON STOCK

--------------------
PROSPECTUS
--------------------

COWEN & COMPANY

VOLPE BROWN WHELAN
& COMPANY

, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the Registrant's expenses in connection with
the issuance and distribution of the securities being registered. Except for
the SEC Registration Fee and the National Association of Securities Dealers,
Inc. ("NASD") Filing Fee, the amounts listed below are estimates:

<TABLE>
<S> <C>
SEC Registration Fee $ 9,770.40
NASD Filing Fee 3,812.00
Nasdaq Listing Fees 69,375.00
Legal Fees and Expenses 375,000.00
Blue Sky Fees and Expenses 5,000.00
Accounting Fees and Expenses 250,000.00
Printing and Engraving 250,000.00
Transfer Agent and Registrar Fees and Expenses 10,000.00
Miscellaneous 20,042.60
-----------
Total $993,000.00
===========
</TABLE>

All of the above expenses will be paid by the Registrant.

Item 14. Indemnification of Directors and Officers

Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides as follows:

NINTH: 1. To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, its directors, officers
and any person who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, or of a
partnership, joint venture, trust or other enterprise, if such person was or
is made a party to or is threatened to be made a party to or is otherwise
involved (including without limitation, as a witness) in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan; provided, however, that except with respect to proceedings to
enforce rights to indemnification or as is otherwise required by law, the By-
Laws of the Corporation may provide that the Corporation shall not be required
to indemnify, and advance expenses to, any director, officer or other person
in connection with a proceeding (or part thereof) initiated by such director,
officer or other person, unless such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The Corporation, by
action of its Board of Directors, may provide indemnification or advance
expenses to employees and other agents of the Corporation or other persons
only on such terms and conditions and to the extent determined by the Board of
Directors in its sole and absolute discretion.

2. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article NINTH shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

3. The Corporation shall have the power to purchase and maintain insurance
on behalf of any person who 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, employee or agent of another corporation, or of a partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under this article NINTH.

II-1
<PAGE>

4. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article NINTH shall, unless otherwise specified when
authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such director or officer. The indemnification and rights to
advancement of expenses that may have been provided to an employee or agent of
the Corporation by action of the Board of Directors, pursuant to the last
sentence of Paragraph 1 of this Article NINTH, shall, unless otherwise
specified when authorized or ratified, continue as to a person who has ceased
to be an employee or agent of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such person, after the time such
person has ceased to be an employee or agent of the Corporation, only on such
terms and conditions and to the extent determined by the Board of Directors in
its sole discretion. No repeal or amendment of this Article NINTH shall
adversely affect any rights of any person pursuant to this Article NINTH which
existed at the time of such repeal or amendment with respect to acts or
omissions occurring prior to such repeal or amendment.

Article TENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides as follows:

TENTH: No director shall be personally liable to the Corporation or its
stockholders for any monetary damages for breaches of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided that this provision shall not eliminate or limit the liability of a
director, to the extent that such liability is imposed by applicable law, (i)
for any breach of the director's duty of loyalty to the Corporation 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
or successor provisions of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit. This provision shall not eliminate or limit the
liability of a director for any act or omission if such elimination or
limitation is prohibited by the General Corporation Law of the State of
Delaware. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

Article VIII of the Registrant's By-Laws provides as follows:

Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness), in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director or an officer of the Corporation or a member of the
Corporation's Scientific Advisory Board or similar entity or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement), reasonably incurred or suffered by such Indemnitee in
connection therewith; provided, however, that, except as provided in Section 3
of this Article with respect to proceedings to enforce rights to
indemnification or as otherwise required by law, the Corporation shall not be
required to indemnify or advance expenses to any such Indemnitee in connection
with a proceeding (or part thereof) initiated by such Indemnitee unless such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.

Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article shall include the right to be paid by
the Corporation the expenses (including attorney's fees) incurred in

II-2
<PAGE>

defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an Indemnitee in his capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such Indemnitee is not entitled
to be indemnified for such expenses under this Section 2 or otherwise. The
rights to indemnification and to the advancement of expenses conferred in
Sections 1 and 2 of this Article shall be contract rights and such rights
shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the Indemnitee's heirs,
executors and administrators. Any repeal or modification of any of the
provisions of this Article shall not adversely affect any right or protection
of an Indemnitee existing at the time of such repeal or modification.

Section 3. Right of Indemnitees to Bring Suit. If a claim under Section 1 or
2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, or in a suit brought by
the Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the Indemnitee shall also be entitled to be paid the expenses
of prosecuting or defending such suit. In (i) any suit brought by the
Indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the Indemnitee to enforce a right to an advancement of expenses),
it shall be a defense that, and (ii) any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,
the Corporation shall be entitled to recover such expenses upon a final
adjudication that, the Indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its Stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its Stockholders) that the Indemnitee has not
met such applicable standard of conduct, shall create a presumption that the
Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation as amended from time
to time, these by-laws, any agreement, any vote of stockholders or
disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

II-3
<PAGE>

OTHER INDEMNIFICATION PROVISIONS

Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of
the corporation in related capacities against amounts paid and expenses
incurred in connection with an action or proceeding to which he is or is
threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonably cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.

Under Section 6 of the Underwriting Agreement, the Underwriters are
obligated, under certain circumstances, to indemnify directors and officers of
the Registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed
as Exhibit 1.1 hereto.

The Registrant intends to obtain insurance which insures the officers and
directors of the Registrant against certain losses and which insures the
Registrant against certain of its obligations to indemnify such officers and
directors.

At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any director or officer.

Item 15. Recent Sales of Unregistered Securities

In the three years preceding the filing of this Registration Statement, the
Corporation has sold the following securities that were not registered under
the Securities Act:

In August 1997, the Company issued 100 shares of Series A Convertible
Preferred Stock (522,500 shares of Common Stock on an as-converted to Common
Stock basis) to Phoenix in exchange for notes, including the right to receive
prior interest accrued thereon, evidencing indebtedness of approximately $2.2
million.

In December 1997, the Company issued 100 shares of Series B Convertible
Preferred Stock (659,250 shares of Common Stock on an as-converted to Common
Stock basis) to PHL Global Holding, Co., a wholly-owned subsidiary of Phoenix
in exchange for the 49% minority interest in Command International Software
Pvt., an Indian unlimited liability company of which the Company owned 51% of
the outstanding equity.

Since the Company's inception through December 31, 1997, the Company has
issued options for an aggregate of 200,550 shares of Common Stock to employees
and consultants of the Company in exchange for services. No shares of Common
Stock have been issued upon exercise of such options.

The sale and issuance of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act, or Regulation D promulgated thereunder, or Rule 701
promulgated under Section 3(b) of the Securities Act, as transactions by an
issuer not involving a public offering or transactions pursuant to
compensatory benefit plans and contracts relating to compensation as provided
under such Rule 701. The recipients of securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and instruments
issued in such transactions. All recipients had adequate access, through their
relationships with the Company, to information about the Registrant.

II-4
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
+1.1 Form of Underwriting Agreement.
+3.1 Amended and Restated Certificate of Incorporation of the Registrant.
+3.2 Certificate of Amendment to Registrant's Amended and Restated
Certificate of Incorporation filed on February 5, 1998.
+3.3 By-Laws of the Registrant.
+4.1 Specimen Certificate for shares of the Company's Common Stock.
+5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. with
respect to the legality of securities being registered.
+10.1 1997 Employee, Director and Consultant Stock Plan.
+10.2 Registration Rights Agreement dated August 26, 1997 between Registrant
and Phoenix Home Life Mutual Insurance Company.
+10.3 Registration Rights Agreement dated December 31, 1997 between
Registrant and PHL Global Holding Co.
+10.4 Co-Sale Agreement dated August 26, 1997 between Registrant, Edward G.
Caputo and Phoenix Home Life Mutual Insurance Company.
+10.5 Amendment No. 1, dated December 31, 1997 to Co-Sale Agreement between
Registrant, Edward G. Caputo and Phoenix Home Life Mutual Insurance
Co.
+10.6 Co-Sale Agreement dated December 31, 1997 between Registrant, Edward
G. Caputo and PHL Global Holding Co.
+10.7 Employment Contract dated January 1, 1998 between Registrant and
Edward G. Caputo.
+10.8 Loan and Security Agreement dated November 30, 1993 between Registrant
and People's Bank.
+10.9 Amendment dated December 21, 1994 to Loan and Security Agreement
between Registrant and People's Bank.
+10.10 Second Amendment dated May 28, 1996 to Loan and Security Agreement
between Registrant and People's Bank.
+10.11 Third Amendment dated June 30, 1997 to Loan and Security Agreement
between Registrant and People's Bank.
+10.12 Assumption Agreement dated December 1997 by and between Registrant and
People's Bank.
+10.13 Loan Agreement by and between Command International Software Pvt. and
Deutsche Bank.
+10.14 Employment Agreement dated January 1, 1998 between Registrant and
Stephen L. Willcox.
+10.15 Form of Lock-Up Letter.
+21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP, independent auditors.
+23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1).
+24.1 Power of Attorney (see page II-7).
+27.1 Financial Data Schedule.
</TABLE>
- --------
+ Previously submitted.

(b) Financial Statement Schedules

Report of Independent Auditors.

Schedule II--Valuation and Qualifying Accounts.

All financial statement schedules other than as provided are omitted because
the information is not required, or is otherwise included in the Consolidated
Financial Statements or the Notes thereto.

II-5
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Command Systems, Inc.

We have audited the consolidated financial statements of Command Systems,
Inc. as of December 31, 1996 and 1997, and for each of the three years in the
period ended December 31, 1997, and have issued our report thereon dated
February 9, 1998 (included elsewhere in this Registration Statement). Our
audit also included the financial statement schedule listed in Item 16(b) of
this Registration Statement. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Hartford, Connecticut
February 9, 1998

II-6
<PAGE>

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

COMMAND SYSTEMS, INC.
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN D
-------- ---------- -------------------- ---------- ----------
ADDITIONS
--------------------
CHARGED
BALANCE AT CHARGED TO TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS- END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DEDUCTIONS PERIOD
----------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended December 31,
1997....................
Deducted from asset
accounts:
Allowance for doubtful
accounts receivable.... $24,500 $357,582 $-- $(122,189) $259,893
Year ended December 31,
1996....................
Deducted from asset
accounts:
Allowance for doubtful
accounts receivable.... $ -- $ 24,500 $-- $ -- $ 24,500
Year ended December 31,
1995....................
Deducted from asset
accounts:
Allowance of doubtful
accounts receivable.... $ -- $ -- $-- $ -- $ --
</TABLE>

II-7
<PAGE>

Item 17. Undertakings

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under
"Item 14-Indemnification of Directors and Officers" above, 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, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has 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.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, 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) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, 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.

(c) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

II-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts, on March 6, 1998.

COMMAND SYSTEMS, INC.

By: /s/ Edward G. Caputo
---------------------------------
EDWARD G. CAPUTO
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>

SIGNATURE TITLE DATE

/s/ Edward G. Caputo President, Chief March 6, 1998
- ------------------------------------- Executive Officer
EDWARD G. CAPUTO and Chairman of the
Board (Principal
executive officer)

/s/ Stephen L. Willcox Executive Vice March 6, 1998
- ------------------------------------- President, Chief
STEPHEN L. WILLCOX Operating Officer,
Secretary and
Director (Principal
financial officer)

* Vice President of March 6, 1998
- ------------------------------------- Finance and
ROBERT B. DIXON Treasurer
(Principal
accounting officer)

* Director March 6, 1998
- -------------------------------------
JOHN J.C. HERNDON

* Director March 6, 1998
- -------------------------------------
JAMES M. OATES

/s/ Joseph D. Sargent Director March 6, 1998
- -------------------------------------
JOSEPH D. SARGENT
</TABLE>

* Executed pursuant to power of attorney

/s/ Stephen L. Willcox
- -------------------------------------
STEPHEN L. WILLCOX
AS ATTORNEY-IN-FACT

II-9
<PAGE>

EXHIBIT INDEX

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated February 9, 1998, in Amendment No. 3 to the
Registration Statement (Form S-1 No. 333-43877) and related Prospectus of
Command Systems, Inc. for the registration of 2,400,000 shares of its common
stock.

/s/ Ernst & Young LLP

Hartford, Connecticut

March 6, 1998