UNICAPITAL CORP, S-1/A, 1998-04-15

UNICAPITAL CORP
S-1/A, 1998-04-15
MISCELLANEOUS BUSINESS CREDIT INSTITUTION

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<PAGE> 1

REGISTRATION NO. 333-46603

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

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

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNICAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
Delaware 6159 65-0788314
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>

1111 Kane Concourse
Suite 301
Bay Harbor Island, Florida 33154
(305) 861-0603
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Robert New
Chairman and Chief Executive Officer
UniCapital Corporation
1111 Kane Concourse
Bay Harbor Island, Florida 33154
(305) 861-0603
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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

Copies to:

<TABLE>
<S> <C>
David A. Gerson, Esq. Jeffrey Small, Esq.
Morgan, Lewis & Bockius LLP Davis Polk & Wardwell
One Oxford Centre 450 Lexington Avenue
Thirty-Second Floor New York, New York 10017
Pittsburgh, Pennsylvania 15219 (212) 450-4000
(412) 560-3300
</TABLE>

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

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

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

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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. [ ]

CALCULATION OF REGISTRATION FEE

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<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$.001 per share................... 32,200,000 shares $20.00 $644,000,000 $189,980(3)
===========================================================================================================================
</TABLE>

(1) Includes 4,200,000 shares issuable pursuant to an over-allotment option
granted to the underwriters.

(2) Estimated solely for the purpose of calculating the registration fee; based
on a bona fide estimate of the maximum offering price per share of the
securities being registered in accordance with Rule 457(a).

(3) Of the registration fee, $185,850 has been previously paid.

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

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in connection with a concurrent international
offering outside the United States and Canada (the "International Prospectus").
The U.S. Prospectus and the International Prospectus will be identical in all
respects except for the front cover pages. The form of the U.S. Prospectus is
included herein and the form of the front cover page of the International
Prospectus follows the front cover page of the U.S. Prospectus.
<PAGE> 3

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)
Issued April , 1998

28,000,000 Shares

UniCapital Corporation
COMMON STOCK
------------------------

Of the 28,000,000 Shares of Common Stock offered hereby, 22,400,000 Shares are
being offered initially in the United States and Canada by the U.S. Underwriters
and 5,600,000 Shares are being offered initially outside the United States and
Canada by the International Underwriters. See "Underwriters." All of the Shares
of Common Stock being offered hereby are being sold by the Company. Prior to
this offering, there has been no public market for the Common Stock of the
Company. Simultaneously with, and as a condition to, the consummation of the
offering, the Company will acquire all of the outstanding stock of the Founding
Companies (as defined herein). See "Formation of the Company." It is currently
estimated that the initial public offering price per Share will be between
$18.00 and $20.00. See "Underwriters" for a discussion of the factors to be
considered in determining the initial public offering price.

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

THE COMMON STOCK HAS BEEN APPROVED FOR LISTING, SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE, ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "UCP."
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------

PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
-------- -------------- -----------
<S> <C> <C> <C>
Per Share................................. $ $ $
Total(3).................................. $ $ $
</TABLE>

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

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company, estimated at $8,000,000.

(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
4,200,000 additional Shares at the price to public, less underwriting
discounts and commissions for the purpose of covering over-allotments, if
any. If the U.S. Underwriters exercise such option in full, the total price
to public, underwriting discounts and commissions and proceeds to Company
will be $ , $ , and $ , respectively. See
"Underwriters."

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

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein, and subject to approval of certain legal matters
by Davis Polk & Wardwell, counsel for the Underwriters. It is expected that
delivery of the Shares will be made on or about , 1998 at the
office of Morgan Stanley & Co. Incorporated, New York, New York, against payment
therefor in immediately available funds.
------------------------

MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY
NATIONSBANC MONTGOMERY SECURITIES LLC
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
, 1998
<PAGE> 4

[International Cover Page]

PROSPECTUS (Subject to Completion)
Issued April , 1998

28,000,000 Shares

UniCapital Corporation
COMMON STOCK
------------------------

Of the 28,000,000 Shares of Common Stock offered hereby, 5,600,000 Shares are
being offered initially outside the United States and Canada by the
International Underwriters and 22,400,000 Shares are being offered initially in
the United States and Canada by the U.S. Underwriters. See "Underwriters." All
of the Shares of Common Stock being offered hereby are being sold by the
Company. Prior to this offering, there has been no public market for the Common
Stock of the Company. Simultaneously with, and as a condition to, the
consummation of the offering, the Company will acquire all of the outstanding
stock of the Founding Companies (as defined herein). See "Formation of the
Company." It is currently estimated that the initial public offering price per
Share will be between $18.00 and $20.00. See "Underwriters" for a discussion of
the factors to be considered in determining the initial public offering price.

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

THE COMMON STOCK HAS BEEN APPROVED FOR LISTING, SUBJECT TO OFFICIAL NOTICE OF
ISSUANCE, ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL "UCP."
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------

PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
-------- --------------- -----------
<S> <C> <C> <C>
Per Share................................. $ $ $
Total (3)................................. $ $ $
</TABLE>

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

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

(2) Before deducting expenses payable by the Company estimated at $8,000,000.

(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days of the date hereof, to purchase up to an aggregate of
4,200,000 additional Shares at the price to public less underwriting
discounts and commissions for the purpose of covering over-allotments, if
any. If the U.S. Underwriters exercise such option in full, the total price
to public, underwriting discounts and commissions and proceeds to Company
will be $ , $ and $ , respectively. See "Underwriters."

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

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein, and subject to approval of certain legal matters
by Davis Polk & Wardwell, counsel for the Underwriters. It is expected that
delivery of the Shares will be made on or about , 1998 at the office
of Morgan Stanley & Co. Incorporated, New York, New York, against payment
therefor in immediately available funds.
------------------------

MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY INTERNATIONAL
NATIONSBANC MONTGOMERY SECURITIES LLC
FRIEDMAN, BILLINGS RAMSEY & CO., INC.
, 1998
<PAGE> 5

The inside front cover pictures a map of the continental United States
indicating the locations of UniCapital and the Founding Companies.

<PAGE> 6

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION TO SUCH PERSON. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------

FOR INVESTORS OUTSIDE THE UNITED STATES: NO ACTION HAS BEEN OR WILL BE
TAKEN IN ANY JURISDICTION BY THE COMPANY OR ANY UNDERWRITER THAT WOULD PERMIT A
PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF THIS
PROSPECTUS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER
THAN IN THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS PROSPECTUS COMES
ARE REQUIRED BY THE COMPANY AND THE UNDERWRITERS TO INFORM THEMSELVES ABOUT, AND
TO OBSERVE ANY RESTRICTIONS AS TO, THE OFFERING OF THE COMMON STOCK AND THE
DISTRIBUTION OF THIS PROSPECTUS.
------------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 12
Formation of the Company.............. 19
Use of Proceeds....................... 26
Dividend Policy....................... 26
Capitalization........................ 27
Dilution.............................. 28
Selected Pro Forma Combined
Financial Data...................... 30
Management's Discussion and Analysis
of Pro Forma Financial Condition and
Pro Forma Results of Operations..... 32
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of the Founding
Companies........................... 36
</TABLE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Business.............................. 69
Management............................ 78
Certain Relationships and Related
Party Transactions.................. 89
Principal Stockholders................ 98
Description of Capital Stock.......... 99
Material U.S. Federal Tax
Considerations...................... 101
Shares Eligible for Future Sale....... 103
Underwriters.......................... 104
Legal Matters......................... 107
Experts............................... 107
Additional Information................ 108
Index to Financial Statements......... F-1
</TABLE>

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

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

2
<PAGE> 7

PROSPECTUS SUMMARY

Simultaneously with the closing of the offering made by this Prospectus
(the "Offering"), UniCapital Corporation will acquire, in separate transactions
(the "Mergers"), a number of equipment leasing and related businesses
(collectively, the "Founding Companies"). See "Formation of the Company." Unless
otherwise indicated, all references to the "Company" include the Founding
Companies after the effectiveness of the Mergers, and references to "UniCapital"
mean UniCapital Corporation prior to the effectiveness of the Mergers.
References to the "stockholders" include the stockholders and equity partners of
the Founding Companies. The following summary is qualified in its entirety by,
and should be read in conjunction with, the more detailed information and the
financial statements, including the notes thereto, appearing elsewhere in this
Prospectus. Unless otherwise indicated, all share, per share and financial
information set forth herein (i) has been adjusted to give effect to the Mergers
and (ii) assumes no exercise of the U.S. Underwriters' over-allotment option.

THE COMPANY

UniCapital was founded in October 1997 to create a national consolidator
and operator of equipment leasing and specialty finance businesses serving the
commercial market. Upon consummation of the Mergers, the Company, through the
Founding Companies, will originate, acquire, sell and service equipment leases
and arrange structured financings in the computer and telecommunications
equipment, large ticket and structured finance, middle market and small ticket
areas of the equipment leasing industry. In addition, one of the Founding
Companies will provide lease administration and processing services for certain
of the leases originated by the Founding Companies, as well as for any
securitizations undertaken by the Company. The Founding Companies' leases and
structured financing arrangements cover a broad range of equipment, including
aircraft, computer and telecommunications equipment, construction and
manufacturing equipment, office equipment, trucks, printing equipment, car
washes and petroleum retail equipment and vending machines. The Company will
fund the acquisition or origination of its leases through warehouse credit
facilities or through recourse or non-recourse financing and will retain the
leases for its own account or sell the leases to third parties. The Company
intends to sell certain of its lease receivables in the public and private
markets through a securitization program. For the year ended December 31, 1997,
the Company had pro forma combined direct financing and sales-type lease
originations of approximately $415.0 million, pro forma combined income from
operations of $38.6 million and pro forma combined net income before
extraordinary items of $22.9 million.

The Company's senior management team collectively has more than 70 years of
experience in the acquisition and integration of businesses, lease financing,
securitizations and other structured finance transactions. Robert New, the
Company's co-founder, Chairman and Chief Executive Officer, previously served as
an operating company president of and an Acquisition Consultant to U.S. Office
Products Company, where he participated in over 40 acquisitions. Theodore J.
Rogenski, the Company's Chief Operating Officer, has served as a senior
executive with three national leasing companies, including LINC Anthem
Corporation and its successor, Newcourt LINC Financial, Inc., and Wells Fargo
Leasing Corporation, where he served for ten years as the President and Chief
Executive Officer. Bruce E. Kropschot, the Company's Vice Chairman -- Mergers
and Acquisitions, founded and operated a private mergers and acquisitions
advisory firm which has arranged the sale of over 100 equipment leasing and
specialty finance businesses. Steven E. Hirsch, the Company's Executive Vice
President -- Structured Finance, was the Head of the Leasing Products Group at
Morgan Stanley & Co. Incorporated, where he was involved in arranging over $30
billion of transactions in structured lease financings, mergers and acquisitions
of leasing companies and securitizations.

The equipment leasing and financing industry in the United States has grown
consistently during the last decade and includes a wide range of entities that
provide funding for the purchase or use of equipment. The equipment leasing
industry in the United States is a significant factor in financing capital
expenditures of businesses. The Equipment Leasing Association (the "ELA")
projects that $183 billion of $593 billion invested in equipment in 1998 will be
financed by means of leasing. According to ELA estimates, from 1996 to 1997,
equipment placed on lease grew by approximately $10 billion from $170 billion to
an estimated $180 billion. The 1996 investment in equipment placed on lease
represents an increase of approximately 100% from comparable

3
<PAGE> 8

1986 data. The ELA estimates that 80% of all U.S. businesses currently use
leasing or financing to acquire capital assets. The Company believes that
leasing helps businesses to acquire capital equipment more efficiently, receive
favorable tax and accounting treatment and avoid or mitigate the perceived risks
of equipment ownership including obsolescence.

STRATEGY

The Company's goal is to become a leading consolidator and operator of
equipment leasing and speciality finance businesses. Key elements of the
Company's strategy include:

PURSUE STRATEGIC ACQUISITIONS. The Company intends to capitalize upon
consolidation opportunities in the U.S. equipment leasing industry by pursuing
selective acquisitions. The Company will focus upon opportunities that
complement its existing equipment leasing and commercial specialty finance
businesses as well as opportunities that facilitate entry into new market
segments. The Company's senior management team has significant experience in the
acquisition and integration of businesses, including leasing companies, and
Jonathan J. Ledecky, the Company's co-founder and Non-Executive Chairman of the
Board, has considerable experience consolidating private businesses into
publicly-held entities. Mr. Ledecky has founded or co-founded three
publicly-held companies, U.S. Office Products Company, U.S.A. Floral Products,
Inc. and Consolidation Capital Corporation, each of which has implemented a
consolidation strategy.

PROVIDE GREATER ACCESS TO CAPITAL AT LOWER COST. The Company believes
that, due to its pro forma combined lease originations, the diversification of
its portfolio and the experience of its senior management team, it will be able
to provide increased sources of capital at a lower cost to the Founding
Companies. The Company expects to benefit from increased access to capital from
both public and private sources by utilizing traditional credit facilities and
accessing public and private capital through securitizations. The Company
believes that the effective interest rate obtained on borrowings by the Founding
Companies individually is higher than the interest rate that could be obtained
by an entity with the aggregate size of the Company. In addition to the
anticipated ability to lower the Founding Companies' cost of funds, the Company
believes that increased access to capital will allow the Founding Companies to
generate an increased volume of lease originations and develop new lease product
offerings.

ACHIEVE OPERATING EFFICIENCIES. The Company believes that it will be able
to increase the operating efficiency of and achieve certain synergies among the
Founding Companies as well as any subsequently acquired businesses. For example,
one of the Founding Companies, Portfolio Financial Servicing Company, L.P.
("PFSC"), provides servicing and administration for equipment lease and loan
portfolios. After the Mergers, the Company intends to transfer to PFSC, where
appropriate, certain servicing functions currently performed by the Founding
Companies. The Company will also seek to combine certain other administrative
functions, such as accounting and finance, treasury, insurance, employee
benefits, strategic marketing and legal support, at the corporate level, and to
institute a Company-wide management information system. The Company believes the
integration of these functions will enable the Founding Companies to focus on
their core business of lease origination as well as enable the Company to
operate in a more efficient and cost-effective manner.

EXPAND PRODUCTS AND SERVICE OPPORTUNITIES. The Company believes that the
diversity among the Founding Companies within the equipment leasing industry,
together with the size and geographic breadth of the Company, can create
significant opportunities to increase the volume and type of lease products and
service offerings. The Company plans to expand existing programs, such as
equipment vendor and manufacturer programs, pursue cross-selling opportunities
among the Founding Companies and any subsequently acquired entities, and develop
new products and service offerings. The Company believes potential opportunities
include national expansion of products currently offered by certain of the
Founding Companies on a local or regional basis and leveraging the expertise of
certain of the Founding Companies to enhance the Company's customer service and
off-lease asset remarketing capabilities. In addition, the Company intends to
market products and services under the name UniCapital to establish name
recognition and create a brand image while maintaining the identity and
associated goodwill of each of the Founding Companies.

executive officers of the Founding Companies, will be responsible for the
day-to-day operations of the Founding Companies as well as for helping to
identify additional acquisition candidates in their respective markets. At the
same time, a Company-wide team of senior management will provide the Founding
Companies with strategic oversight and guidance with respect to acquisitions,
credit, financing, marketing and operations. As part of this strategy, the
Company intends to foster a culture of cooperation and teamwork that emphasizes
dissemination of "best practices" among its local management teams. The Company
believes stock ownership and incentive compensation will help to align the
objectives of local management with those of the Company, and that a
decentralized management philosophy will result in better customer service by
allowing local management the flexibility to implement policies and make
decisions based on the needs of local customers.

THE FOUNDING COMPANIES

The Founding Companies will be acquired contemporaneously with the
consummation of the Offering with a portion of the proceeds therefrom. The
following descriptions of each of the Founding Companies are categorized
according to the primary markets which each Founding Company serves.

COMPUTER AND TELECOMMUNICATIONS EQUIPMENT LEASING. Computer and
telecommunications equipment leasing includes lease financing for mainframe,
mid-range and personal computers, workstations, servers, telephone systems,
switches, networks, peripherals and related high-technology equipment. Companies
that specialize in computer and telecommunications equipment leasing must
understand customer usage patterns and equipment residual values, including
technological obsolescence issues.

JACOM COMPUTER SERVICES, INC. ("JACOM"). Founded in 1975, Jacom
provides lease financing for computer and telecommunications equipment to
large and middle market companies, including financial institutions,
throughout the United States. Leases originated by Jacom generally have an
average transaction size of approximately $81,000 and an average term of 36
months. Jacom funds purchases of the equipment underlying its leases
through borrowings and holds the leases for its own account or sells the
future lease payments to financial institutions. For the twelve months
ended December 31, 1997, Jacom originated or acquired approximately $64.0
million in direct financing and sales-type leases. At December 31, 1997,
the carrying value of equipment under operating leases was $13.3 million.
Jacom employs 49 persons and maintains an office in Northvale, New Jersey.

VARILEASE CORPORATION ("VARILEASE"). Founded in 1987, Varilease
provides lease financing for computer and telecommunications equipment to
Fortune 1000 companies and other businesses throughout the United States.
Upon origination of a lease, Varilease either sells the lease on a
non-recourse basis or retains the lease for its portfolio. Leases
originated by Varilease generally have an average transaction size of
approximately $200,000 and an average term of 36 months. For the twelve
months ended December 31, 1997, Varilease originated or acquired $29.6
million in direct financing and sales-type leases. At December 31, 1997,
the carrying value of equipment under operating leases was $22.5 million.
Varilease employs 78 persons and maintains 14 offices in the United States,
including its headquarters in Farmington Hills, Michigan, and one office in
Canada.

LARGE TICKET LEASING AND STRUCTURED FINANCING. Large ticket leases are
typically for equipment with a purchase price in excess of $5.0 million, such as
aircraft, satellites, rail and other transportation equipment. Large ticket
leasing is characterized by fewer transactions involving greater amounts of
capital and lessees that require tailored structures and solutions to meet
particular needs.

CAUFF, LIPPMAN AVIATION, INC. ("CAUFF LIPPMAN"). Founded in 1981,
Cauff Lippman provides operating lease financing for used commercial jet
aircraft and jet aircraft engines, as well as brokering and advisory
services to domestic and foreign commercial airlines, aircraft lessors and
institutional investors and engages in the purchase and sale of aircraft
for its own account. Aircraft leases originated by Cauff Lippman generally
have an average transaction size of approximately $15.1 million and an
average term of 57 months, and aircraft engine leases have an average
transaction size of approximately $1.9 million and an average term of 84
months. Cauff Lippman participated in the sale, trading, brokerage and
financing of 37 aircraft and three aircraft engines during the year ended
December 31, 1997. At December 31, 1997, the carrying value of equipment
under operating leases was $23.3 million. Cauff Lippman employs seven
persons and maintains an office in Miami, Florida.

5
<PAGE> 10

MUNICIPAL CAPITAL MARKETS GROUP, INC. ("MCMG"). Founded in 1989, MCMG
arranges structured financing, primarily for community-based mental health
/ mental retardation facilities and correctional facilities. MCMG is a
registered broker-dealer and places the bonds and leases that it arranges
primarily with institutional investors. Substantially all of MCMG's revenue
is derived from underwriting and advisory income. For the year ended
December 31, 1997, MCMG arranged approximately $155.3 million in municipal
leases and bonds for 40 lessees and borrowers. MCMG employs nine persons
and maintains three offices, including its headquarters in Dallas, Texas.

THE NSJ GROUP. ("NSJ") Founded in 1989, NSJ provides lease financing
for used commercial jet aircraft and jet aircraft engines to domestic and
foreign commercial airlines and engages in the purchase and sale of
aircraft for its own account. NSJ also engages in remarketing activities on
behalf of airlines, financial institutions and other leasing companies. NSJ
arranges financing for each aircraft it purchases, and either sells the
lease to investors on a non-recourse basis or holds the lease in its
portfolio. Leases originated by NSJ have an initial term of 36 to 84
months. At December 31, 1997, the carrying value of equipment under
operating leases was $23.8 million. NSJ employs six persons and maintains
an office in Orlando, Florida.

MIDDLE MARKET LEASING. Middle market leases generally include those leases
for equipment with a purchase price ranging from $250,000 to $5.0 million, such
as construction and manufacturing equipment. Middle market leasing is
characterized by lessees that are sensitive to both price and customer service
issues.

AMERICAN CAPITAL RESOURCES, INC. ("AMERICAN CAPITAL"). Founded in
1979, American Capital provides lease and secured financing for equipment,
primarily printing presses, to companies in the printing, packaging and
paper converting industries. Leases originated by American Capital are
direct financing leases, with an average transaction size of approximately
$727,000 and an average term of 82 months. American Capital either sells
the leases that it originates or borrows the required proceeds from various
funding sources on both a non-recourse and a limited recourse basis. For
the twelve months ended December 31, 1997, American Capital originated or
acquired approximately $112.9 million in direct financing and sales-type
leases. American Capital employs 26 persons and maintains three offices,
including its headquarters in Hackensack, New Jersey.

MATRIX FUNDING CORPORATION ("MATRIX"). Founded in 1978, Matrix
provides lease financing for a variety of equipment, primarily computer,
communication and electronic equipment, to companies throughout the United
States. Matrix originates the majority of its leases through its telesales
program. Upon origination, Matrix either sells the lease to a third party
on a non-recourse basis, or retains the lease for its portfolio. Leases
originated by Matrix generally have an average transaction size of
approximately $458,000 and an average term of 46 months. For the twelve
months ended December 31, 1997, Matrix originated or acquired $53.0 million
in direct financing and sales-type leases. At December 31, 1997, the
carrying value of equipment under operating leases was $1.1 million. Matrix
employs 45 persons and maintains an office in Midvale, Utah.

THE WALDEN ASSET GROUP, INC. ("WALDEN"). Founded in 1991, Walden
provides lease financing for a variety of equipment, including
communications, computer and manufacturing equipment, to Fortune 500 and
other businesses throughout the United States. Lease transactions are
either held in Walden's portfolio or sold on a non-recourse basis. Leases
originated by Walden generally have an average transaction size of
approximately $500,000 and an average term of 36 months. For the twelve
months ended December 31, 1997, Walden originated or acquired $82.8 million
in direct financing and sales-type leases. At December 31, 1997, the
carrying value of equipment under operating leases was $3.7 million. Walden
employs ten persons and maintains four offices, including its headquarters
in Wellesley, Massachusetts.

SMALL TICKET LEASING. Small ticket leases generally include those leases
for equipment with a purchase price of less than $250,000. Small ticket leasing
generally is a vendor-oriented business in which lessors depend on transaction
flow and streamlined administrative operations.

BOULDER CAPITAL GROUP, INC. ("BOULDER"). Founded in 1986, Boulder
provides lease financing for petroleum retail equipment, including car
washes, fuel dispensers and convenience store operating equipment, to
petroleum retail businesses. Boulder originates leases directly with the
owner of the petroleum

6
<PAGE> 11

retail business, as well as through programs with petroleum companies,
equipment manufacturers and distributors. Upon origination, Boulder either
retains the lease for its portfolio or sells the lease on a limited
recourse basis while retaining the servicing responsibility. Leases
originated by Boulder generally have an average transaction size of
approximately $108,000 and an average term of 60 months. For the twelve
months ended December 31, 1997, Boulder originated or acquired $21.3
million in direct financing and sales-type leases. At December 31, 1997,
the carrying value of equipment under operating leases was $0.6 million.
Boulder employs 23 persons and maintains an office in Boulder, Colorado.

K. L. C., INC. ("KEYSTONE"). Founded in 1972, Keystone provides lease
financing for a variety of equipment, primarily tractor trailers,
embroidery machines and construction equipment to companies throughout the
United States. Leases originated by Keystone generally have an average
transaction size of approximately $32,000 and an average term of
approximately 47 months. Upon origination, Keystone either retains the
lease for its portfolio or sells the lease to a third party, while
retaining the servicing responsibility. For the twelve months ended
December 31, 1997, Keystone originated or acquired $43.0 million in direct
financing and sales-type leases. Keystone employs 37 persons and maintains
an office in West Hartford, Connecticut.

MERRIMAC FINANCIAL ASSOCIATES ("MERRIMAC"). Founded in 1984, Merrimac
provides equipment financing to operating companies engaged in the
coin-operated, vending, amusement and coffee service businesses. Merrimac
enters into leases with the operating companies and in most instances has a
recourse agreement with the equipment vendor in the event of default by the
lessee. Leases originated by Merrimac generally have an average transaction
size of approximately $10,000 and an average term of 24 months. For the
twelve months ended December 31, 1997, Merrimac originated or acquired $8.9
million in direct financing and sales-type leases. Merrimac employs four
persons and maintains an office in Billerica, Massachusetts.

LEASE SERVICING. Lease servicing involves lease administration and
processing services, including lease accounting for both financial reporting and
federal income tax purposes, lien searches, UCC filings, asset tracking,
insurance tracking, preparation of sales, use and property tax returns,
invoicing and collections.

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P. Founded in 1993, PFSC
provides servicing and processing services to leasing companies. PFSC
currently services approximately 14,400 contracts for 14 customers. The
contract sizes range from $1,180 to $31.6 million. During 1997, PFSC was
the servicer for 14 securitization pools, including 12 pools for which PFSC
was the primary servicer. PFSC derives its revenue from servicing fees,
including set-up, monthly and conversion fees. For the year ended December
31, 1997, PFSC had total revenues of approximately $1.5 million. PFSC
employs 45 persons and maintains an office in Portland, Oregon.

7
<PAGE> 12

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.........
U.S. Offering............................. 22,400,000 Shares (1)
International Offering.................... 5,600,000 Shares
Total.................................. 28,000,000 Shares
Common Stock to be outstanding after the
Offering.................................. 48,132,814 Shares (1)(2)(3)
Use of proceeds............................. To pay the cash portion of the purchase
price for the Founding Companies, to repay
indebtedness of Merrimac assumed by
UniCapital in the Merrimac Merger and
indebtedness of Jacom incurred to fund an S
Corporation distribution to the stockholder
of Jacom immediately prior to the Jacom
Merger and for general corporate purposes,
including possible acquisitions. See "Use of
Proceeds."
New York Stock Exchange Symbol.............. UCP
</TABLE>

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

(1) Assumes the U.S. Underwriters' over-allotment option is not exercised. See
"Underwriters."

(2) As of the consummation of the Offering, the Company expects to have granted
options to purchase 3,564,723 shares, including options to purchase
1,388,000 shares which may be exercised immediately. The Company does not
expect any options to be exercised immediately following the consummation of
the Offering and therefore the number of shares outstanding after the
Offering does not include shares issuable upon the exercise of options.

(3) Potential future issuances of Common Stock include: (i) shares which may be
issued to the stockholders of the Founding Companies, other than PFSC,
pursuant to earn-out arrangements to be calculated with reference to the
performance of those Founding Companies through December 31, 1999 (and, in
the case of Boulder, Cauff Lippman and NSJ, through December 31, 2000); (ii)
shares of Common Stock equal to 15% of the shares of Common Stock
outstanding from time to time that are reserved for issuance under the
Company's 1998 Long-Term Incentive Plan, of which options to purchase
3,241,723 shares of Common Stock (including options to purchase 500,000
shares to be granted to Robert New, the Company's Chairman and Chief
Executive Officer, and options to purchase 500,000 shares to be granted to
Jonathan J. Ledecky, the Company's Non-Executive Chairman of the Board) will
be granted upon effectiveness of the Registration Statement at an exercise
price equal to the initial public offering price per share; (iii) 500,000
shares of Common Stock reserved for issuance under the Company's 1998
Non-Employee Directors' Stock Plan, of which options to purchase 63,000
shares of Common Stock will be granted upon effectiveness of the
Registration Statement at an exercise price equal to the initial public
offering price per share; (iv) 500,000 shares reserved for issuance under
the Company's 1997 Executive Non-Qualified Stock Option Plan, of which
options to purchase 200,000 shares of Common Stock are outstanding at an
exercise price of $3.00 per share; and options to purchase 60,000 shares of
Common Stock will be granted at an exercise price equal to the initial
public offering price per share and (v) 2,000,000 shares of Common Stock
reserved for issuance under the Company's 1998 Employee Stock Purchase Plan.
The Company does not expect any of the shares described in this note to be
outstanding upon consummation of the Offering. See "Formation of the
Company -- The Mergers," "Management -- 1997 Executive Non-Qualified Stock
Option Plan," "-- 1998 Long-Term Incentive Plan," " -- 1998 Non-Employee
Directors' Stock Plan," and " -- 1998 Employee Stock Purchase Plan" and
"Principal Stockholders."

8
<PAGE> 13

THE MERGERS

Simultaneously with, and as a condition to, the closing of the Offering,
UniCapital will consummate the Mergers pursuant to agreements that it has
entered into with the Founding Companies and their stockholders and partners
(the "Merger Agreements"). The aggregate consideration to be paid by the Company
upon consummation of the Mergers will be approximately $584.9 million,
consisting of 13,334,064 shares of Common Stock with an estimated fair value of
$253.3 million and $331.6 million in cash. In addition, pursuant to earn-out
arrangements provided for in the Merger Agreements, the Company may make
additional payments to the stockholders of the Founding Companies (other than
PFSC), in cash and Common Stock, based upon the adjusted pre-tax income of the
Founding Companies for the years ended December 31, 1998 and 1999 (and, in the
case of Boulder, Cauff Lippman and NSJ, also for the year ended December 31,
2000). In addition, the Company will repay indebtedness of Jacom totaling $32.3
million incurred to fund an S Corporation distribution to the stockholder of
Jacom immediately prior to the Jacom Merger, and indebtedness of Merrimac
totaling $2.8 million assumed in the Merrimac Merger. Following the consummation
of the Mergers, the aggregate indebtedness of the Company will include the debt
of the Founding Companies which, as of December 31, 1997, was approximately
$426.7 million. The consummation of each Merger is contingent upon the
consummation of the Offering and customary closing conditions. The Merger
Agreements contain covenants not to compete (subject to certain exceptions) and
require certain of the executive officers of each of the Founding Companies to
enter into Employment Agreements with their respective Founding Companies and,
in certain cases, UniCapital, effective upon consummation of the Mergers. See
"Formation of the Company," "Use of Proceeds," "Management's Discussion and
Analysis of Pro Forma Financial Condition and Pro Forma Results of
Operations -- Liquidity and Capital Resources," "Management -- Employment
Agreements," "Certain Relationships and Related Party Transactions," "Shares
Eligible for Future Sale" and the Unaudited Pro Forma Combined Financial
Statements and the notes thereto appearing elsewhere in this Prospectus.

9
<PAGE> 14

SUMMARY PRO FORMA COMBINED FINANCIAL DATA

UniCapital was established in October 1997 and will acquire the Founding
Companies simultaneously with and as a condition to the consummation of the
Offering. For financial statement presentation purposes, UniCapital has been
identified as the "accounting acquiror." The following unaudited summary pro
forma combined financial data present data for the Company, adjusted to give
effect to (i) the consummation of the Mergers, (ii) certain pro forma
adjustments to the historical financial statements described below and (iii) the
consummation of the Offering and the application of the net proceeds therefrom.
The summary pro forma data are not necessarily indicative of operating results
or the financial position that would have been achieved had the events described
above been consummated and should not be construed as representative of future
operating results or financial position. The summary pro forma combined
financial data should be read in conjunction with the Unaudited Pro Forma
Combined Financial Statements and the notes thereto and the historical financial
statements of the Founding Companies and the notes thereto included elsewhere in
this Prospectus. The Company anticipates that, subsequent to the Mergers, it
will realize savings from the combination of functions such as accounting and
finance, treasury, insurance, employee benefits, strategic marketing and legal
support at the corporate level. These savings cannot be quantified or reasonably
estimated, however, and therefore have not been included in the Unaudited Pro
Forma Combined Financial Statements.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
-------------------
(IN THOUSANDS,
EXCEPT SHARE AND
PER SHARE DATA)
<S> <C>
STATEMENT OF OPERATIONS DATA (1):
Finance income from direct financing and sales-type
leases.................................................... $ 48,882
Rental income from operating leases......................... 55,432
Sales of equipment.......................................... 93,052
Gain on sale of leases...................................... 14,515
Fees, commissions and remarketing income.................... 20,273
Interest and other income................................... 6,295
-----------
Total revenues............................................ 238,449
-----------
Cost of operating leases.................................... 32,820
Cost of equipment sold...................................... 72,854
Interest expense............................................ 36,334
Selling, general and administrative (2)..................... 45,477
Goodwill amortization (3)................................... 12,384
-----------
Total expenses............................................ 199,869
-----------
Income from operations...................................... 38,580
Equity in income from minority owned affiliates............. 4,215
-----------
Income before income taxes and extraordinary item........... 42,795
Provision for income taxes (4).............................. 19,877
-----------
Net income before extraordinary item........................ 22,918
===========
Net income per share before extraordinary item (basic and
diluted).................................................. $ .56
===========
Shares used in computing pro forma net income per share
before extraordinary item (5)............................. 41,160,751
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
-------------------------
PRO FORMA AS
COMBINED ADJUSTED (7)
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA (6):
Cash and marketable securities.............................. $ 18,646 $ 144,140
Total assets................................................ 1,113,934 1,238,855
Debt........................................................ 426,659 426,659
Stockholders' equity........................................ 229,036 720,563
</TABLE>

10
<PAGE> 15

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
------------
(DOLLARS IN
THOUSANDS)
<S> <C>
OPERATING DATA:
Direct financing and sales-type leases acquired and
originated:
Number of leases.......................................... 4,120
Net investment in direct financing and sales-type
leases................................................. $415,384
Finance income from direct financing and sales-type
leases................................................. $ 48,882
Average balance of net investment in direct financing and
sales-type leases...................................... $414,049
Average yield............................................. 11.81%
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
1997
------------
<S> <C>
Direct financing and sales-type leases:
Number of leases.......................................... 6,612
Net investment in direct financing and sales-type
leases................................................. $419,323
Credit quality statistics:
Gross lease receivables serviced and owned................ $536,428
Delinquencies............................................. $ 16,644
31-60 days................................................ $ 7,963
61-90 days................................................ $ 4,479
91 + days................................................. $ 4,203
Net charge-offs for the twelve months ended December 31,
1997:
Net investment in direct financing and sales-type leases
charged off............................................... $ 1,684
Percent of the average balance of net investment in direct
financing and sales-type leases........................... 0.41%
Operating lease data at December 31, 1997 and for the twelve
months ended December 31, 1997:
Carrying value of equipment under operating leases........ $ 88,234
Number of leases at December 31, 1997..................... 1,268
Rental income from operating leases....................... $ 55,432
</TABLE>

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

(1) Assumes that the Mergers and the Offering were consummated on January 1,
1997.

(2) Reflects an aggregate of approximately $14.5 million in pro forma
reductions in salaries, bonuses and benefits to the stockholders of the
Founding Companies to which they have agreed prospectively in the
employment agreements to be entered into upon consummation of the Offering
(the "Compensation Differential") offset by assumed public company costs,
primarily increased salaries and professional fees at UniCapital, of
approximately $4.8 million.

(3) Consists of amortization of the $477.9 million of goodwill to be recorded
as a result of the Mergers over a 15 to 40 year period and computed on the
basis described in the Notes to the Unaudited Pro Forma Combined Financial
Statements.

(4) Assumes that all income is subject to a corporate income tax rate of 38%
and that all goodwill is non-deductible for tax purposes.

(5) Includes (i) 13,334,064 shares to be issued to stockholders of the Founding
Companies, (ii) 6,798,750 shares issued to the founders and initial
investors in UniCapital, (iii) 20,859,516 of the 28,000,000 shares sold in
the Offering to pay the cash portion of the Merger consideration, to repay
indebtedness of Merrimac assumed by UniCapital in the Merrimac Merger and
indebtedness of Jacom incurred to fund an S Corporation distribution to the
stockholder of Jacom immediately prior to the Jacom Merger, and to pay
certain expenses of the Offering and (iv) 168,421 shares related to the
dilution attributable to options granted with an exercise price below the
initial public offering price, in accordance with the treasury stock
method.

(6) Assumes that the Mergers were consummated on December 31, 1997.

(7) Adjusted to reflect the sale of the 28,000,000 shares of Common Stock
offered hereby and the application of the estimated net proceeds therefrom.
See "Use of Proceeds."

11
<PAGE> 16

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, in addition to the other information contained in this Prospectus,
in evaluating an investment in the shares of Common Stock offered hereby.

ABSENCE OF COMBINED OPERATING HISTORY

UniCapital was founded in October 1997 and has conducted no operations to
date. UniCapital has entered into agreements to acquire the Founding Companies
simultaneously with the consummation of the Offering. The Founding Companies
have been operating independently and the Company may not be able to integrate
these businesses successfully on an economic basis. Until the Company
establishes centralized accounting, finance and other administrative systems, it
will rely upon the separate systems of the Founding Companies. The success of
the Company will depend, in part, upon the Company's ability to centralize these
functions effectively and otherwise integrate the Founding Companies and any
additional businesses the Company may acquire. The Company's management group
has been assembled only recently and the management control structure is still
in its formative stages. Management may not be able to oversee the combined
entity effectively or to implement effectively the Company's operating
strategies. Any failure by the Company to do so could have a material adverse
effect on the Company's business, financial condition and results of operations.
The pro forma combined financial results of UniCapital and the Founding
Companies cover periods when UniCapital and the Founding Companies were not
under common control or management and may not be indicative of the Company's
future financial or operating results. See "Formation of the Company," "Business
- -- The Founding Companies" and "Management."

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

The Company intends to grow significantly through the acquisition of
equipment leasing and specialty finance businesses. This strategy will entail
reviewing and potentially reorganizing acquired business operations, corporate
infrastructure and systems and financial controls. Unforeseen expenses,
difficulties, complications and delays frequently encountered in connection with
the rapid expansion of operations could inhibit the Company's growth. The
Company may be unable to maintain or accelerate its growth or anticipate all of
the changing demands that expanding operations will impose on its management
personnel, operational and management information systems, and financial
systems. The Company may not be able to identify, acquire or manage profitably
additional businesses or to integrate successfully any acquired businesses into
the Company without substantial costs, delays or other operational or financial
difficulties. Any failure by the Company to do so could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Strategy."

RISKS RELATED TO ACQUISITION FINANCING

A significant portion of the Company's resources may be used for
acquisitions. The timing, size and success, if at all, of the Company's
acquisition efforts and any associated capital commitments cannot be readily
predicted. The Company currently intends to finance future acquisitions by using
shares of its Common Stock, cash or a combination of Common Stock and cash. If
the Common Stock does not maintain a sufficient market value, or if potential
acquisition candidates are otherwise unwilling to accept Common Stock as part or
all of the consideration for the sale of their businesses, the Company may be
required to utilize more of its cash resources, if available, in order to
initiate and maintain its acquisition program. Upon consummation of the
Offering, the Company will have approximately $125.4 million of net proceeds
remaining for future acquisitions and working capital, after payment of the cash
portion of the purchase price for the Founding Companies, repayment of
indebtedness of Merrimac assumed by UniCapital in the Merrimac Merger and
indebtedness of Jacom incurred to fund an S Corporation distribution to the
stockholder of Jacom immediately prior to the Jacom Merger, and payment of the
expenses of the Offering. If the Company does not have sufficient cash
resources, its growth could be limited unless it is able to obtain additional
capital through debt or equity financings. The Company may be unable to obtain
additional financing on favorable terms, if at all. Any failure by the Company
to do so could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Use of

12
<PAGE> 17

Proceeds" and "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations -- Liquidity and Capital
Resources."

RISKS RELATED TO INTERNAL GROWTH AND OPERATING STRATEGIES

A key element of the Company's business strategy is to improve the
profitability of the Founding Companies and any subsequently acquired
businesses. The Company's ability to improve profitability will be affected by
various factors, including the Company's cost of, and ability to obtain,
capital, the Company's ability to achieve operating efficiencies, the level of
continued demand by businesses for lease financing, the Company's ability to
expand the range of products and services that it offers and the Company's
ability to enter new markets successfully. Many of these factors are beyond the
control of the Company, and the Company's strategies may not be successful or
the Company may be unable to generate cash flow adequate for its operations and
to support internal growth. A key component of the Company's strategy is to
operate on a decentralized basis, with local management retaining responsibility
for day-to-day operations, profitability and the growth of the business. In
addition, the Founding Companies are operating with management, sales and
support personnel that may be insufficient to support growth in their respective
businesses without significant central oversight and coordination. The loss of
the services of any such personnel could have a material adverse effect upon the
Company's business, financial condition and results of operations. If proper
overall business controls are not implemented, the Company's decentralized
operating strategy could result in inconsistent operating and financial
practices at the Founding Companies and subsequently acquired businesses, which
could materially and adversely affect the Company's overall profitability, and
ultimately its business, financial condition and results of operations. See
"Business -- Strategy."

DEPENDENCE ON SECURITIZATION TRANSACTIONS

The Company intends to sell a significant portion of the equipment leases
that it acquires and originates through the issuance of securities backed by
such leases in securitization transactions or through other structured finance
products. In a securitization transaction, the Company sells and transfers a
pool of leases to one or more wholly-owned, special purpose subsidiaries of the
Company. The special purpose subsidiary, either directly or through a trust,
issues beneficial interests in the leases in the form of senior and subordinated
securities and sells such securities through public offerings and private
placement transactions.

The Company anticipates that it will utilize securitizations for
refinancing of amounts outstanding under its warehouse loan facilities. Several
factors will affect the Company's ability to complete securitizations, including
conditions in the securities markets generally, conditions in the asset-backed
securities markets, the credit quality and performance of the Company's lease
portfolio, compliance of the Company's leases with the eligibility requirements
established in connection with the securitizations, the Company's ability to
obtain third-party credit enhancement, the ability of the Company to service
adequately its lease portfolio and the absence of any material downgrading or
withdrawal of ratings given to securities previously issued in the Company's
securitizations. Any substantial reduction in the availability of the
securitization market for the Company's leases or any adverse change in the
terms of such securitizations could have a material adverse effect on the
Company's business, financial condition and results of operations.

ABILITY TO SUSTAIN INCREASING VOLUME OF RECEIVABLES

The Company's ability to sustain continued growth is dependent on its
capacity to attract, evaluate, finance and service increasing volumes of leases
of suitable yield and credit quality. Accomplishing this on a cost-effective
basis is largely a function of the Company's ability to market its products
effectively, to manage the credit evaluation process to assure adequate
portfolio quality, to provide competent, attentive and efficient servicing, and
to maintain access to institutional financing sources to achieve an acceptable
cost of funds for its financing programs. Any failure by the Company to market
its products effectively, to maintain its portfolio quality, to service its
leases effectively or to obtain institutional financing at reasonable rates
would have a material adverse effect on the Company's business, financial
condition and results of operations. See "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations --

13
<PAGE> 18

Liquidity and Capital Resources," "Business -- Credit and Collection Policies
and Procedures" and "Business -- Servicing, Collection and Administration."

NEED FOR ADDITIONAL CAPITAL

The Company anticipates that it will fund the majority of the leases that
it originates or acquires through warehouse loan facilities; currently, such
facilities are only in place at certain of the individual Founding Companies,
with no such facility in place at the Company-wide level. The Company is seeking
to obtain a commitment from one or more commercial banks for a Company-wide
warehouse facility, but no such commitment may be obtained, and even if obtained
no such facility may ever be provided. The failure of the Company to obtain a
warehouse loan facility on terms acceptable to the Company, or the failure to
gain an increase or a renewal of any such facility once obtained, could have a
material adverse effect on the Company's business, financial condition and
results of operations. If the terms of the Company's warehouse facilities or the
structure of its securitization transactions are not appropriate in light of
future market conditions, then the Company may require additional capital to
fund its operations. The Company also may require additional capital to finance
future acquisitions. No such additional capital may be available, or if
available such additional capital may not be provided on terms acceptable to the
Company. The failure to obtain such additional capital when, as and if needed
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "-- Risks Related to Acquisition
Financing."

INTEREST RATE RISKS

The Company's profitability is determined in part by the difference between
the Company's cost of funds and the yield obtained by the Company on its leases.
Leases underwritten by the Company generally are non-cancelable and require
payments to be made by the lessee for specified terms at fixed rates based on
interest rates prevailing in the market at the time the lease is approved. Until
the Company sells or securitizes the leases, the Company generally funds such
leases under warehouse loan facilities or from working capital. Should the
Company be unable to sell or securitize leases with fixed rates within a
reasonable period of time after funding, the Company's operating margins could
be adversely affected by any increase in interest rates. Moreover, increases in
interest rates which cause the Company to raise the implicit rate charged to its
customers could cause a reduction in demand for the Company's lease funding. The
Company may undertake to hedge against the risk of interest rate increases,
based on the size of its equipment lease portfolio. Such hedging activities
would limit the Company's ability to participate in the benefits of lower
interest rates with respect to the hedged portfolio of leases. In addition, the
Company's hedging activities may not protect it from interest rate-related risks
in all interest rate environments. Adverse developments resulting from changes
in interest rates or hedging transactions could have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Pro Forma Financial Condition and Pro
Forma Results of Operations -- Liquidity and Capital Resources."

DEPENDENCE ON CREDITWORTHINESS OF LESSEES

The Company acquires and originates equipment leases with a wide range of
purchase prices, many of which involve small and mid-size commercial businesses
located throughout the United States, or large cyclical businesses such as
airlines with operations in different regions around the world. Small business
leases and leases with highly cyclical businesses generally entail a greater
risk of non-performance and higher delinquencies and losses than leases entered
into with larger, more creditworthy lessees or lessees in less cyclical
businesses. The failure of the Company's lessees to comply with the terms of
their leases will result in the inability of such leases to qualify to serve as
collateral under the Company's warehouse facilities and securitization programs
and may have a material adverse effect on the Company's liquidity. Additionally,
delinquencies and defaults experienced in excess of levels estimated by
management in determining the Company's allowance for credit losses could have a
material adverse effect on the Company's ability to obtain financing and effect
securitization transactions which may, in turn, have a material adverse effect
on the Company's business, financial condition and results of operations. See
"Management's Discussion and Analysis of Pro Forma Financial Condition and Pro
Forma Results of Operations -- Liquidity and Capital Resources."

14
<PAGE> 19

RISK OF ECONOMIC DOWNTURN

An economic downturn could result in a decline in the demand for some of
the types of equipment which the Company finances, which could lead to a decline
in originations of leases. Such a downturn could also adversely affect the
Company's ability to obtain capital to fund lease originations or to complete
securitizations. In addition, such a downturn could result in an increase in
delinquencies and defaults by lessees, which could have an adverse effect on the
Company's revenues as well as on its ability to sell or securitize leases.
Moreover, an economic downturn, either generally or within a specific industry,
could have a material adverse effect on the value of the equipment underlying
the leases, which could in turn affect the Company's ability to realize its
residual interest in such equipment. These results could have a material adverse
effect on the Company's business, financial condition and results of operations.

FLUCTUATIONS IN QUARTERLY RESULTS

The Company could experience fluctuations in quarterly operating results
due to a number of factors including, among others, the completion of a
securitization transaction in a particular calendar quarter (or the failure to
complete such a securitization transaction) and the interest rates on the
securities issued in connection with its securitization transactions, variations
in the volume of leases originated by the Company, differences between the
Company's cost of funds and the average implicit yield to the Company on its
leases prior to being securitized, the effectiveness of the Company's hedging
strategy, the degree to which the Company encounters competition in its markets
and general economic conditions. In addition, certain of the Founding Companies,
particularly those engaged in the lease and sale of aircraft, may experience
significant fluctuations due to the timing of sales of aircraft. As a result of
these fluctuations and the significant impact that the timing of any
securitization transactions may have on the Company's results of operations,
results for any one quarter should not be relied upon as being indicative of
performance in future quarters. See "Management's Discussion and Analysis of Pro
Forma Financial Condition and Pro Forma Results of Operations."

COMPETITION

The business of financing equipment is highly competitive. The Company
competes for customers with a number of national, regional and local equipment
leasing and finance companies. In addition, the Company's competitors include
those equipment manufacturers that finance the sale or lease of their products
themselves and other traditional types of financial services companies, such as
commercial banks and savings and loan associations, all of which provide
financing for the purchase of equipment. Many of the Company's competitors and
potential competitors possess substantially greater financial, marketing and
operational resources than the Company. The Company's competitors and potential
competitors include larger, more established companies which may have a lower
cost of funds than the Company and access to capital markets and to other
funding sources which may be unavailable to the Company. See "Business --
Competition."

RESIDUAL VALUE RISK

The Company retains a residual interest in the equipment covered by certain
of its leases. The estimated fair market value of the equipment at the end of
the contract term of the lease, if any, is reflected as an asset on the
Company's balance sheet. The Company's results of operations depend, to some
degree, upon its ability to realize such residual value. Realization of residual
values depends on many factors, several of which are not within the Company's
control, including general market conditions at the time of expiration of the
lease, whether there has been unusual wear and tear on, or use of, the
equipment, the cost of comparable new equipment, the extent, if any, to which
the equipment has become technologically or economically obsolete during the
contract term and the effects of any additional or amended government
regulations. If, upon the expiration of a lease, the Company sells the
underlying equipment and the amount realized is less than the recorded value of
the residual interest in such equipment, a loss reflecting the difference will
be recognized. Any failure by the Company to realize aggregate recorded residual
values could have a material adverse effect on its financial condition and
results of operations. See "Management's Discussion and Analysis of Pro Forma
Financial Condition and Pro Forma Results of Operations" and "Business --
Residual Interests in Equipment."

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<PAGE> 20

RISKS OF YEAR 2000 NONCOMPLIANCE

Computer programs that are "Year 2000 noncompliant" are incapable, in whole
or in part, of processing date data between periods before and periods after
January 1, 2000. Certain of the Founding Companies' computer programs are
currently partially year 2000 noncompliant. In particular, PFSC, a lease
portfolio servicing business and one of the Founding Companies, presently has
computer systems which do not interpret properly date data for the year 2000 and
beyond. PFSC has contracted with a consultant to modify its systems to interpret
properly date data, and PFSC and UniCapital expect to complete programs to
render all of the Company's computer systems year 2000 compliant by mid-1998.
The costs of such programs are not expected to be material, but there can be no
assurance that such conversion programs will be successful at the expected cost
or by the currently engaged vendors. The inability of UniCapital's or the
Founding Companies' computer systems to accept, store, interpret or display
dates for the year 2000 and beyond could materially impair the ability of the
Company to originate, service and sell leases. In addition, the Company utilizes
in its internal operations a number of computer software programs, including
programs used to manage the Company's financial and accounting functions as well
as in the Company's sales and marketing activities. The inability of such
programs to interpret properly date data for the year 2000 and beyond could have
a material adverse effect on the Company's operations. Failure by the Company to
identify a year 2000 problem in its software products or in any software program
used in its operations could require modification or replacement of such
software.

AMORTIZATION OF INTANGIBLE ASSETS

Approximately $477.9 million, or 38.6%, of the Company's pro forma total
assets as of December 31, 1997, after giving effect to the Offering, consists of
goodwill arising from the acquisitions of the Founding Companies. Goodwill is an
intangible asset that represents the difference between the aggregate purchase
price for the net assets acquired and the amount of such purchase price
allocated to such assets for purposes of the Company's pro forma balance sheets.
The Company is required to amortize the goodwill from the Mergers (including
goodwill associated with the payment of any earn-out consideration) over a
period of time, with the amount amortized in a particular period constituting an
expense that reduces the Company's net income for that period. The amount
amortized, however, will not give rise to a deduction for tax purposes. In
addition, the Company will be required to amortize the goodwill from any future
acquisitions for which the purchase method of accounting is used. A reduction in
net income resulting from the amortization of goodwill may have an adverse
impact upon the market price of the Company's Common Stock.

DEPENDENCE ON KEY PERSONNEL

The Company believes that its success will depend to a significant extent
upon the efforts and abilities of Robert New, its co-founder, Chairman and Chief
Executive Officer, Jonathan J. Ledecky, its co-founder and Non-Executive
Chairman of the Board, the Company's other executive officers and, due to the
Company's decentralized operating strategy, senior management and sales
personnel of the Founding Companies. The Company likely will depend upon the
senior management of any significant business it acquires in the future. If the
Company loses the services of one or more of these key employees before the
Company is able to attract and retain qualified replacement personnel, the
Company's business could be adversely affected. The Company does not intend to
maintain policies of "key man" life insurance on the lives of its key personnel.
See "Management."

CONFLICTS OF INTEREST

Bruce E. Kropschot, who serves as the Company's Vice Chairman -- Mergers &
Acquisitions, was founder and President of Kropschot Financial Services ("KFS"),
a merger and acquisition advisor to equipment leasing companies, through
December 1997. KFS has provided financial advisory services to three of the
Founding Companies in connection with the Mergers, for which it will receive
fees. See "Certain Relationships and Related Party Transactions -- Financial
Advisory Service Fees." In connection with his employment with UniCapital, Mr.
Kropschot reached agreement with the two managing directors of KFS pursuant to
which Mr. Kropschot has redeemed his entire equity interest in KFS in exchange
for a note payable by the parent company of KFS. Since KFS is a prominent merger
and acquisition advisor to equipment leasing companies, it is likely that KFS
will be an advisor to future candidates to be acquired by the Company.
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<PAGE> 21

Jonathan J. Ledecky, who serves as the Non-Executive Chairman of the Board
of the Company, is a director of Consolidation Capital Corporation, a company
formed by Mr. Ledecky to pursue consolidation opportunities in a variety of
industries. Vincent Eades, a director of the Company, is also a director of
Consolidation Capital Corporation. As a director of the Company and
Consolidation Capital Corporation, Mr. Ledecky and Mr. Eades each owes a duty of
loyalty and a duty of care under Delaware law to both companies. These duties
obligate each such individual to present certain business opportunities to the
company to which he owes the duties before pursuing such opportunities himself.
Mr. Ledecky and Mr. Eades may thus have conflicts of interest in determining to
which of these entities, if any, a particular relevant business opportunity
should be presented. In addition, Mr. Ledecky and John A. Quelch, each of whom
is a director of both the Company and U.S. Office Products Company, may each
face similar conflicts of interest between and or among their respective
potentially conflicting duties and obligations.

POTENTIAL INFLUENCE OF EXISTING STOCKHOLDERS

After the consummation of the Offering, the Company's executive officers,
directors and five-percent stockholders will own beneficially an aggregate of
approximately 12.8% of the outstanding shares of Common Stock (approximately
11.8% if the U.S. Underwriters' over-allotment option is exercised in full). The
Company's officers, directors and five-percent stockholders if acting together
may be able to control the election of directors and matters requiring the
approval of the stockholders of the Company. This concentration of ownership may
also have the effect of delaying or preventing a change in control of the
Company. See "Principal Stockholders."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 48,132,814 shares of
Common Stock outstanding, based upon the number of shares outstanding as of
March 31, 1998. The 28,000,000 shares sold in the Offering will be freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended (the "Securities Act"), unless acquired by an "affiliate" of
the Company, as that term is defined in Rule 144 promulgated under the
Securities Act ("Rule 144"); shares held by affiliates will be subject to resale
limitations of Rule 144. All of the remaining 20,132,814 outstanding shares of
Common Stock will be available for resale at various dates beginning 180 days
after the date of this Prospectus, upon expiration of applicable lock-up
agreements described below and subject to compliance with Rule 144 under the
Securities Act as the holding provisions of Rule 144 are satisfied. Further,
upon consummation of the Offering, 3,564,723 shares of Common Stock will be
issuable upon the exercise of stock options to be granted prior to or upon the
effectiveness of the Registration Statement, at an exercise price equal to the
initial public offering price per share. The Company intends to file a
registration statement on Form S-8 with respect to the shares of Common Stock
issuable upon exercise of such options, and a "shelf" registration statement
with respect to shares of Common Stock that may be issued in connection with
possible future acquisition transactions, as soon as practicable after the
consummation of the Offering.

Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices of the Common
Stock. Each of the Company and the directors, executive officers and certain
other stockholders of the Company has agreed that, without the prior written
consent of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it
will not, during the period ending 180 days after the date of this Prospectus,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. See
"Underwriters."

NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Company's
Common Stock. There can be no assurance that an active public market for the
Common Stock will develop or be sustained after the Offering. The
17
<PAGE> 22

initial public offering price of the Common Stock will be determined by
negotiation between the Company and the representatives of the Underwriters
based on the factors described under "Underwriters." The price at which the
Common Stock will trade in the public market after the Offering may be less than
the initial public offering price. In addition, the trading price of the Common
Stock could be subject to significant fluctuations in response to activities of
the Company's competitors, variations in quarterly operating results, changes in
market conditions, adverse developments that affect the industry in which the
Company conducts business (such as interest rate variations) and other events or
factors. Moreover, the stock market in the past has experienced significant
price and value fluctuations, which have not necessarily been related to
corporate operating performance. The volatility of the stock market could
adversely affect the market price of the Common Stock and the ability of the
Company to raise equity in the public markets. See "Underwriters."

DILUTION TO NEW INVESTORS

After giving effect to the Mergers, purchasers of Common Stock in the
Offering will experience immediate and substantial dilution in the pro forma as
adjusted net tangible book value of their shares in the amount of $13.97 per
share. See "Dilution." If the Company issues additional Common Stock in the
future, including shares which may be issued pursuant to earn-out arrangements,
option grants and future acquisitions, purchasers of Common Stock in the
Offering may experience further dilution in the net tangible book value per
share of the Common Stock.

CERTAIN ANTITAKEOVER PROVISIONS

Certain provisions of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws and Delaware law
may make a change in the control of the Company more difficult to effect, even
if a change in control were in the stockholders' interest. Pursuant to the
Certificate of Incorporation and Bylaws, the Board of Directors is divided into
three classes of directors elected for staggered three-year terms. In addition,
the Company is subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law, which prohibit the Company from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
"interested stockholder," unless the business combination is approved in a
prescribed manner. See "Description of Capital Stock -- Certain Provisions of
Delaware Law and the Company's Certificate of Incorporation and Bylaws."

Pursuant to the Company's Certificate of Incorporation, the Board of
Directors of the Company may issue shares of Preferred Stock of the Company,
without stockholder approval, on such terms as the Board of Directors may
determine. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. Moreover, although the ability to issue Preferred
Stock may provide flexibility in connection with possible acquisitions and other
corporate purposes, such issuances may make it more difficult for a third party
to acquire, or may discourage a third party from acquiring, stock of the
Company. The Company has no current plans to issue any shares of Preferred
Stock. See "Description of Capital Stock -- Preferred Stock."

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<PAGE> 23

FORMATION OF THE COMPANY

UNICAPITAL

UniCapital was incorporated in Delaware in October 1997 as a holding
company to acquire and operate equipment leasing and specialty finance
businesses serving the commercial market. As of March 31, 1998, UniCapital had
issued 6,798,750 shares of Common Stock for cash or notes to its co-founders,
management and certain other investors, including 2,115,000 shares to Robert
New, its co-founder, Chairman and Chief Executive Officer, 200,000 shares to
Theodore J. Rogenski, Chief Operating Officer, 470,000 shares to Bruce E.
Kropschot, Vice Chairman -- Mergers & Acquisitions, 412,500 shares to Martin
Kalb, Executive Vice President and General Counsel, or to entities over which
Mr. Kalb has control, 190,000 shares to Jonathan New, Chief Financial Officer,
315,000 shares to Steven E. Hirsch, Executive Vice President -- Structured
Finance, and 2,115,000 shares to Jonathan J. Ledecky, its co-founder and
Non-Executive Chairman of the Board. Subsequent to the Mergers and the Offering,
the co-founders of UniCapital will own beneficially in the aggregate
approximately 8.8% of the outstanding Common Stock of the Company. See "Certain
Relationships and Related Party Transactions -- Organization of UniCapital."

THE MERGERS

Simultaneously with and as a condition to the consummation of the Offering,
UniCapital will acquire in 12 separate transactions all of the issued and
outstanding capital stock and partnership interests of each of the Founding
Companies for an aggregate consideration of $584.9 million, which consists of:
(i) $331.6 million in cash to be paid to the stockholders of the Founding
Companies; and (ii) 13,334,064 shares of Common Stock, with an estimated fair
value of $253.3 million, to be issued to the stockholders of the Founding
Companies. In addition, the Company may make additional payments to the
stockholders of the Founding Companies (other than PFSC), in cash and Common
Stock, based upon increases in the adjusted pre-tax income of the Founding
Companies (i.e., the amount by which each Founding Company's pre-tax income
exceeds such Founding Company's pre-tax income, adjusted to reflect the
differential expenses expected to be realized when operated in a manner
consistent with that of a public company, for the prior year) for the years
ended December 31, 1998 and 1999 (and, in the case of Boulder, Cauff Lippman and
NSJ, also for the year ended December 31, 2000). In addition, the Company will
repay indebtedness of Jacom totaling $32.3 million incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to the
Jacom Merger and indebtedness of Merrimac totaling $2.8 million assumed in the
Merrimac Merger. Following the consummation of the Mergers, the aggregate
indebtedness of the Company will include the debt of the Founding Companies
which, as of December 31, 1997, was approximately $426.7 million. The purchase
price for each Founding Company was determined based on negotiations between
UniCapital and that Founding Company. The factors considered by the parties in
determining the purchase price included, among other factors, cash flows,
historical operating results, growth rates and business prospects of the
Founding Companies. With the exception of the consideration to be paid to the
stockholders of each of the Founding Companies, including the earn-out
arrangements, the acquisition of each Founding Company is subject to
substantially the same terms and conditions as those to which the acquisition of
each other Founding Company is subject.

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<PAGE> 24

The following table contains information concerning the aggregate cash to
be paid and Common Stock to be issued in connection with the Mergers:

<TABLE>
<CAPTION>
SHARES OF VALUE OF SHARES TOTAL
FOUNDING COMPANY CASH COMMON STOCK OF COMMON STOCK CONSIDERATION
---------------- ---- ------------ --------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
American Capital..................... $ 20.4 1,071,053 $ 20.3 $ 40.7
Boulder.............................. 7.1 371,053 7.0 14.1
Cauff Lippman........................ 48.0 1,684,210 32.0 80.0
Jacom................................ 128.0(1) 3,368,368 64.0 192.0
Keystone............................. 27.9 1,468,421 27.9 55.8
Matrix............................... 19.4 1,035,811 19.7 39.1
Merrimac............................. --(2) 178,750 3.4 3.4
MCMG................................. 7.0 370,657 7.0 14.0
NSJ.................................. 16.0 561,979 10.7 26.7
PFSC................................. -- 184,210 3.5 3.5
Varilease............................ 36.8 1,934,368 36.8 73.6
Walden............................... 21.0 1,105,184 21.0 42.0
------ ---------- ------ ------
Total.............................. $331.6 13,334,064 $253.3 $584.9
====== ========== ====== ======
</TABLE>

- ---------------
(1) Does not include $32.3 million of indebtedness incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to
the Jacom Merger, which indebtedness will be repaid by the Company upon
consummation of the Jacom Merger from a portion of the net proceeds of the
Offering.

(2) Does not include $2.8 million in indebtedness assumed by the Company in the
Merrimac Merger, which indebtedness will be repaid by the Company upon
consummation of the Merrimac Merger from a portion of the net proceeds of
the Offering.

The consummation of each Merger Agreement is contingent upon the
consummation of the Offering and the satisfaction of customary closing
conditions. The Merger Agreements provide that options to purchase a number of
shares of Common Stock, equal to 6.25% of the Merger consideration received
(which includes the cash and Common Stock portion of the Merger consideration),
based on the initial public offering price, shall be made available to employees
of the Founding Companies. The options will have an exercise price equal to the
initial public offering price per share, with respect to options granted as of
the consummation of the Offering, and the fair market value as of the date of
grant, with respect to options granted thereafter, and will vest ratably over a
four-year period, beginning on the anniversary of the date of the grant. The
Merger Agreements further provide that the stockholders of the Founding
Companies will indemnify UniCapital from certain liabilities that may arise in
connection with the Mergers. A portion of the consideration payable to the
stockholders of each of the Founding Companies will be escrowed for a period of
twelve months from the consummation of the Offering, as security for the
stockholders' indemnification obligations. The Merger Agreements provide that
the stockholders of the Founding Companies covenant not to compete with the
Company and its affiliates for a period of two years from the date of the
Merger. Each of the Merger Agreements provides that UniCapital and certain key
employees of each of the Founding Companies will enter into employment
agreements. The following summaries of the Merger Agreements are qualified in
their entirety by reference to the complete texts of the Merger Agreements,
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part and are incorporated herein by reference.

AMERICAN CAPITAL

UniCapital will acquire all of the outstanding stock of American Capital
for: (i) $20.4 million in cash and (ii) 1,071,053 shares of Common Stock. In
addition, UniCapital will pay additional consideration, 50% in cash and 50% in
Common Stock, equal to (i) 50% of any increase in American Capital's adjusted
pre-tax income for the year ended December 31, 1998 over the year ended December
31, 1997 and (ii) 50% of any increase in American Capital's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31,

20
<PAGE> 25

1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of
Michael Pandolfelli, the President of American Capital, and Gerald P. Ennella,
the Executive Vice President of American Capital, respectively, will enter into
a two-year employment agreement with the subsidiary of the Company that will
operate the American Capital business after the Merger and a two-year,
post-employment covenant not to compete with the Company.

BOULDER

UniCapital will acquire all of the outstanding stock of Boulder for: (i)
$7.1 million in cash and (ii) 371,053 shares of Common Stock; provided, that for
every $1.00 by which the adjusted pre-tax income of Boulder for the year ended
December 31, 1998 is less than the adjusted pre-tax income for the year ended
December 31, 1997, the stockholders of Boulder will repay to UniCapital $6.00,
in Common Stock valued at the initial public offering price per share, up to a
maximum of $3.6 million. In addition, UniCapital will pay additional
consideration, 50% in cash and 50% in Common Stock, equal to (i) 50% of any
increase in Boulder's adjusted pre-tax income for the year ended December 31,
1998 over the year ended December 31, 1997; and (ii) 50% of any increase in
Boulder's adjusted pre-tax income for the year ended December 31, 1999 over the
adjusted pre-tax income for the year ended December 31, 1998 (unless adjusted
pre-tax income for the year ended December 31, 1998 is less than for the year
ended December 31, 1997, in which case the baseline for comparison will be the
year ended December 31, 1997). In addition, as part of the Boulder Merger,
UniCapital will acquire Boulder's interest in certain new vendor programs and a
real estate joint venture and will pay additional consideration, 50% in cash and
50% in Common Stock, equal to (i) the pre-tax income of Boulder attributable to
such new vendor programs and Boulder's interest in the real estate joint venture
for each of the years ending December 31, 1998, 1999 and 2000 and (ii) three
times Boulder's interest in the average pre-tax income of the real estate joint
venture for the years ending December 31, 1998, 1999 and 2000. Roy Burger, the
President of Boulder, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Boulder business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

CAUFF LIPPMAN

UniCapital will acquire all of the outstanding stock of Cauff Lippman for:
(i) $48.0 million in cash and (ii) 1,684,210 shares of Common Stock. In
addition, UniCapital will pay additional consideration, 60% in cash and 40% in
Common Stock, of up to $40.0 million based on the adjusted pre-tax income of the
"Big Ticket Leasing Division" (defined as Cauff Lippman and NSJ for the period
from January 1, 1998 through the date of consummation of the Mergers, and
thereafter as Cauff Lippman, NSJ and other operating subsidiaries of the Company
that conduct the business conducted by Cauff Lippman and NSJ prior to the
consummation of the Mergers) for the years ended December 31, 1998, 1999 and
2000. The Merger Agreement provides for such additional consideration to be paid
in three possible payments: (i) $13.3 million if the adjusted pre-tax income of
the Big Ticket Leasing Division for the year ended December 31, 1998 exceeds
$19.0 million; (ii) an additional $13.3 million if the adjusted pre-tax income
of the Big Ticket Leasing Division for the year ended December 31, 1999, plus
the excess of the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1998 over $26.7 million, exceeds $19.0 million; and
(iii) a third $13.3 million if the adjusted pre-tax income of the Big Ticket
Leasing Division for the year ended December 31, 2000, plus the excess of the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 1999 over $26.7 million, exceeds $19.0 million; provided, that if
the aggregate amount paid under clauses (i) and (ii) is less than $26.7 million
and if the aggregate adjusted pre-tax income of the Big Ticket Leasing Division
for the three years ended December 31, 2000 equals or exceeds $56.9 million,
then the payment under clause (iii) will equal $40.0 million minus the amounts
paid under clauses (i) and (ii). Stuart Cauff, the President of Cauff Lippman
will become the President and CEO of UniCapital's Big Ticket Leasing Division
and will enter into a three-year employment agreement with the Company and a
subsidiary of the Company that will operate the Cauff Lippman business after the
Merger and a two-year, post-employment covenant not to compete with the Company
(subject to certain limited exceptions). Wayne Lippman, the Vice-President of
Cauff Lippman will become the Executive Vice President of UniCapital's Big
Ticket Leasing Division and will enter into a three-year employment agreement
with the Company and a subsidiary of the Company that will operate the Cauff
Lippman business after the Merger and a two-year, post-employment covenant not
to compete with the Company (subject to certain limited exceptions). The
employment agreements of Messrs. Cauff and Lippman provide that for each
21
<PAGE> 26

$30.0 million in cumulative adjusted pre-tax income of the Big Ticket Leasing
Division during the period beginning January 1, 1998 and ending December 31,
2001, each of Messrs. Cauff and Lippman will be granted options to purchase
125,000 shares of Common Stock, up to a maximum of 500,000 shares to each. Such
options will be granted at the fair market value on the date of grant of each
installment, if any, and will be immediately exercisable.

In addition to Cauff Lippman, Messrs. Cauff and Lippman are involved in
other entities with interests in the aircraft leasing business which are not
part of Cauff Lippman and are not being acquired in the Merger. In connection
with the Merger Agreement, however, Messrs. Cauff and Lippman have granted the
Company the option to purchase their interests in some or all of such entities,
for the following purchase prices: (i) Jumbo Jet Leasing LP and Jumbo Jet,
Inc. -- $1.0 million: (ii) CL Aircraft Marketing LP and CL Aircraft Marketing,
Inc. -- $4.0 million; (iii) Twin Jet Leasing, Inc and Aircraft 49402,
Inc. -- $100,000; and (iv) CL Aircraft XXV, Inc. -- $100,000. An additional
option may be granted to acquire Aircraft 46941, Inc. for a nominal purchase
price, if such entity is not a subsidiary of Cauff Lippman upon consummation of
the Merger. Each option is exercisable until the date that is twelve months
after the consummation of the Offering. Certain third party lenders which are
participants in some of these entities, must consent to the transfer of any
equity interest in such entities. Such consents may not be obtained. In
addition, under the terms of their agreement with Chase Manhattan Bank, Messrs.
Cauff and Lippman and any entities controlled by them will be prohibited from
engaging in any transaction involving Boeing 747-100 and -200 series aircraft
without the approval of Chase Manhattan Bank.

JACOM

UniCapital will acquire all of the outstanding stock of Jacom for: (i)
$128.0 million in cash and (ii) 3,368,368 shares of Common Stock. Immediately
prior to the Merger, Jacom will make a dividend to its stockholder in the amount
of $32.3 million. In addition, UniCapital will pay additional consideration, 50%
in cash and 50% in Common Stock, equal to (i) 50% of any increase in Jacom's
adjusted pre-tax income for the year ended December 31, 1998 over the year ended
December 31, 1997 and (ii) 50% of any increase in Jacom's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). John Alfano, the President of Jacom, will become the Company's National
Marketing Director and will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Jacom business after the Merger
and a two-year, post-employment covenant not to compete with the Company. In
addition, the Company will enter into a consulting agreement with a corporation,
the sole stockholder of which is Robert Seaman, pursuant to which Mr. Seaman's
corporation will continue to provide such consulting services to Jacom as it
currently provides, and will render additional consulting services to the
Company in pursuing merger and acquisition activities and strategic alliances.

KEYSTONE

UniCapital will acquire all of the outstanding stock of Keystone for: (i)
$27.9 million in cash and (ii) 1,468,421 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Keystone's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Keystone's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of Alan
Kaufman and Edgar Lee, the President and Executive Vice President of Keystone,
respectively, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Keystone business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

22
<PAGE> 27

MATRIX

UniCapital will acquire all of the outstanding stock of Matrix for: (i)
$19.4 million in cash and (ii) 1,035,811 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Matrix's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Matrix's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Prior to the consummation
of the Merger, Matrix will distribute approximately $3.0 million to its
stockholders, through a redemption of a portion of Matrix's outstanding stock.
Each of Richard Emery, J. Robert Bonnemort and David A. DiCesaris, the
President, Executive Vice President and Vice President -- Sales of Matrix,
respectively, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Matrix business after the Merger
and a two-year, post-employment covenant not to compete with the Company.

MERRIMAC

UniCapital will acquire all of the partnership interests in Merrimac for
178,750 shares of Common Stock. In addition, UniCapital will satisfy $2.8
million in debt assumed in the Merrimac Merger. In addition, UniCapital will pay
additional consideration in Common Stock equal to (i) 50% of any increase in
Merrimac's adjusted pre-tax income for the year ended December 31, 1998 over the
year ended December 31, 1997 and (ii) 50% of any increase in Merrimac's adjusted
pre-tax income for the year ended December 31, 1999 over the adjusted pre-tax
income for the year ended December 31, 1998 (unless adjusted pre-tax income for
the year ended December 31, 1998 is less than for the year ended December 31,
1997, in which case the baseline for comparison will be the year ended December
31, 1997). Mark Cignoli, General Manager of Merrimac, and Daniel Shatz, Sales
Manager, will each enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Merrimac business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

MCMG

UniCapital will acquire all of the outstanding stock of MCMG for: (i) $7.0
million in cash and (ii) 370,657 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 50% in cash and 50% in Common Stock, equal to
(i) 50% of any increase in MCMG's adjusted pre-tax income for the year ended
December 31, 1998 over the year ended December 31, 1997 and (ii) 50% of any
increase in MCMG's adjusted pre-tax income for the year ended December 31, 1999
over the adjusted pre-tax income for the year ended December 31, 1998 (unless
adjusted pre-tax income for the year ended December 31, 1998 is less than for
the year ended December 31, 1997, in which case the baseline for comparison will
be the year ended December 31, 1997). Each of Fred R. Cornwall, Michael W.
Harling and James E. Craft, the President, Executive Vice President and Senior
Vice President of MCMG, respectively, will enter into a two-year employment
agreement with the subsidiary of the Company that will operate the MCMG business
after the Merger and a two-year, post-employment covenant not to compete with
the Company.

NSJ

$19.0 million; and (iii) a third $4.4 million if the adjusted pre-tax income of
the Big Ticket Leasing Division for the year ended December 31, 2000, plus the
excess of the adjusted pre-tax income of the Big Ticket Leasing Division for the
year ended December 31, 1999 over $26.7 million, exceeds $19.0 million;
provided, that if the aggregate amount paid under clauses (i) and (ii) is less
than $8.9 million and if the aggregate adjusted pre-tax income of the Big Ticket
Leasing Division for the three years ended December 31, 2000 equals or exceeds
$56.9 million, then the payment under clause (iii) will equal $13.3 million
minus the amounts paid under clauses (i) and (ii). Each of Jeptha Thornton,
Samuel Thornton and Richard Giles, the President, Vice President and Executive
Vice President and General Counsel of NSJ, respectively, will enter into a
three-year employment agreement with the subsidiary of the Company that will
operate the NSJ business after the Merger and a two-year, post-employment
covenant not to compete with the Company.

PFSC

UniCapital will acquire all of the partnership interests in PFSC for
184,210 shares of Common Stock. Each of Jerry Hudspeth and Chris Kane, the
Managing Director and Vice President -- Information Technology of PFSC,
respectively, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the PFSC business after the Merger
and a two-year, post-employment covenant not to compete with the Company.

VARILEASE

UniCapital will acquire all of the outstanding stock of Varilease for: (i)
$36.8 million in cash and (ii) 1,934,368 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Varilease's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Varilease's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Robert
VanHellemont, the President of Varilease, and Gary Miller, the Chief Financial
Officer of Varilease, will each enter into a two-year employment agreement with
the subsidiary of the Company that will operate the Varilease business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

In connection with the Merger Agreement, Mr. VanHellemont has granted the
Company an option to purchase his equity interest in two entities, Worldwide
Maintenance Corp. ("Worldwide"), an entity that provides maintenance and related
services for computer and related equipment and Summa Leasing, Inc. ("Summa"), a
provider of vendor financing having total assets of approximately $1.0 million.
The Company has the option to purchase Worldwide for $1,000,000 plus the amount,
if any, owed to Mr. VanHellemont by Worldwide. The option is exercisable until
the date that is twelve months following the consummation of the Offering. The
Company has the option to purchase Mr. VanHellemont's equity interest in Summa
for an amount in cash equal to the fair market value of Mr. VanHellemont's
equity interest, as agreed upon by the parties at the time of purchase. The
option is exercisable until the date that is twenty-four months following the
consummation of the Offering. The Company has made no determination as to
whether it wishes to enter the businesses conducted by Worldwide and/or Summa.

24
<PAGE> 29

WALDEN

UniCapital will acquire all of the outstanding stock of Walden for: (i)
$21.0 million in cash and (ii) 1,105,184 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Walden's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Walden's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Each of David Burmon,
Richard Albertelli and Robert Kopp, the President and Executive Vice Presidents,
of Walden, respectively, will enter into a two-year employment agreement with
the subsidiary of the Company that will operate the Walden business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

25
<PAGE> 30

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby, after deducting estimated underwriting discounts and other
expenses of the Offering, all of which are payable by the Company, are estimated
to be approximately $492.1 million (approximately $567.1 million if the U.S.
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $19.00 per share. The principal uses of such net
proceeds to the Company are described below. See "Formation of the
Company -- The Mergers" and "Certain Relationships and Related Party
Transactions -- The Mergers." The Company is currently negotiating to obtain,
and has obtained a commitment letter for, a bank credit facility, which may
replace some or all of the Founding Companies' existing credit facilities.

<TABLE>
<CAPTION>
USE AMOUNT
--- ------
<S> <C>
Cash portion of purchase price for Founding Companies....... $331.6 million
Repayment of indebtedness................................... 35.1 million(1)
General corporate purposes, including possible
acquisitions.............................................. 125.4 million
</TABLE>

- ---------------
(1) Consists of (i) $32.3 million of indebtedness of Jacom incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to
the Jacom Merger, and (ii) $2.8 million of indebtedness of Merrimac assumed
in the Merrimac Merger, all of which indebtedness will be repaid by the
Company upon consummation of the Offering.

Pending application of the balance of the net proceeds for general
corporate purposes, including possible acquisitions, the Company intends to
invest the net proceeds of the Offering in short-term investment grade
securities. With the exception of the Mergers, the Company is not currently
involved in negotiations and has no current commitments or agreements with
respect to any acquisitions.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future because it intends to retain its earnings, if
any, to finance the expansion of its business and for general corporate
purposes. Any payment of future dividends will be at the discretion of the Board
of Directors and will depend upon, among other factors, the Company's earnings,
financial condition, capital requirements, level of indebtedness, contractual
restrictions with respect to the payment of dividends and other considerations
that the Company's Board of Directors deems relevant.

26
<PAGE> 31

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1997, on a pro forma combined basis (i) to reflect the consummation
of the Mergers and the issuance of 13,334,064 shares of Common Stock in
connection therewith, and (ii) as adjusted to give effect to the sale of
28,000,000 shares of Common Stock offered hereby at an assumed initial public
offering price of $19.00 per share and the application of the estimated net
proceeds therefrom. See "Use of Proceeds." This table should be read in
conjunction with the Unaudited Pro Forma Combined Financial Statements and the
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
--------------------------
PRO FORMA
COMBINED AS ADJUSTED(1)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
Total debt.................................................. $426,659 $ 426,659
Stockholders' equity:
Common stock, $.001 par value per share, 100,000,000 shares
authorized, 20,132,814 shares issued and outstanding pro
forma, 48,132,814 shares issued and outstanding pro forma
as adjusted............................................... 20 48
Preferred stock, $.001 par value per share, 10,000,000
shares authorized, 0 shares issued and outstanding........ -- --
Additional paid-in capital.................................. 230,489 721,988
Stock subscription notes receivable......................... (129) (129)
Retained earnings........................................... (1,344) (1,344)
-------- ----------
Total stockholders' equity.................................. 229,036 720,563
-------- ----------
Total capitalization........................................ $655,695 $1,147,222
======== ==========
</TABLE>

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

(1) Does not include 3,564,723 shares issuable upon the exercise of options to
be granted prior to or upon effectiveness of the Registration Statement. If
all such options were exercised, then the total number of shares of Common
Stock that would be outstanding immediately after the Offering would be
51,697,537 shares. Options to be granted prior to or upon the effectiveness
of the Registration Statement include 1,388,000 options that will be
immediately exercisable; the balance vest in future periods beginning one
year after the date of grant. More specifically, does not include: (i)
shares which may be issued to the stockholders of the Founding Companies,
other than PFSC, pursuant to earn-out arrangements to be calculated with
reference to the performance of those Founding Companies through December
31, 1999 (and, in the case of Boulder, Cauff Lippman and NSJ, through
December 31, 2000); (ii) shares of Common Stock equal to 15% of the shares
of Common Stock outstanding from time to time that are reserved for issuance
under the Company's 1998 Long-Term Incentive Plan, of which options to
purchase 3,241,723 shares of Common Stock (including options to purchase
500,000 shares to be granted to Robert New, the Company's Chairman and Chief
Executive Officer, and options to purchase 500,000 shares to be granted to
Jonathan J. Ledecky, the Company's Non-Executive Chairman of the Board) will
be granted upon the effectiveness of the Registration Statement at an
exercise price equal to the initial public offering price per share; (iii)
500,000 shares of Common Stock reserved for issuance under the Company's
1998 Non-Employee Directors' Stock Plan, of which options to purchase 63,000
shares of Common Stock will be granted upon the effectiveness of the
Registration Statement at an exercise price equal to the initial public
offering price per share; (iv) 500,000 shares reserved for issuance under
the Company's 1997 Executive Non-Qualified Stock Option Plan, of which
options to purchase 200,000 shares of Common Stock are outstanding under the
Company's 1997 Executive Non-Qualified Stock Option Plan at an exercise
price of $3.00 per share; and (v) 2,000,000 shares of Common Stock reserved
for issuance under the Company's 1998 Employee Stock Purchase Plan. See
"Formation of the Company -- The Mergers," "Management -- 1997 Executive
Non-Qualified Stock Option Plan," "-- 1998 Long-Term Incentive Plan" "--
1998 Non-Employee Directors' Stock Plan" and "-- 1998 Employee Stock
Purchase Plan" and "Principal Stockholders."

27
<PAGE> 32

DILUTION

After giving effect to the initial capitalization of UniCapital as if such
capitalization had occurred on December 31, 1997, the Company had a pro forma
net tangible book value deficit at December 31, 1997, of $248.2 million, or a
deficit of $12.21 per share of Common Stock. Pro forma net tangible book value
deficit per share is determined by dividing the pro forma net tangible book
value deficit of the Company (tangible assets less liabilities) by the number of
shares of Common Stock outstanding. Adjusting for the Mergers and the sale by
the Company of the 28,000,000 shares of Common Stock offered hereby at an
assumed initial public offering price of $19.00 per share, the application of
the estimated proceeds therefrom as described under "Use of Proceeds," and the
exercise of options to purchase 200,000 shares of Common Stock at an exercise
price of $3.00 per share, the pro forma net tangible book value of the Company,
as adjusted, at December 31, 1997 would have been $243.3 million, or $5.03 per
share. This amount represents an immediate dilution to new investors of $13.97
per share and an immediate increase in pro forma as adjusted net tangible book
value per share to existing stockholders of $17.24 per share. The following
table illustrates this per share dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $19.00
Pro forma net tangible book value deficit per share after
initial capitalization................................. (12.21)
Increase in net tangible book value per share resulting
from the Mergers and the Offering...................... 17.24
-------
Pro forma as adjusted net tangible book value per share
after the Mergers and the Offering........................ 5.03
------
Pro forma as adjusted dilution to new investors (1)(2)...... $13.97
======
</TABLE>

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

(1) Determined by subtracting the pro forma as adjusted net tangible book value
per share after the Offering from the assumed initial public offering price
per share.

(2) Shares of Common Stock that might be used pursuant to earn-out arrangements
will be recorded at fair value at the time of their issuance which, at such
time, may be less than the initial offering price per share. As there is no
maximum aggregate number of shares that could be issued under these earn-out
arrangements, the Company cannot estimate the dilution that may result from
such issuances.

The following table sets forth at December 31, 1997, after giving effect to
the Mergers and the sale of the Common Stock offered by the Company in the
Offering: (i) the number of shares of Common Stock purchased by existing
stockholders from the Company and the total consideration (including the fair
value of the shares of Common Stock issued to the stockholders of the Founding
Companies) and the average price per share paid to the Company for such shares;
(ii) the number of shares of Common Stock purchased by new investors in the
Offering from the Company and the total consideration and the price per share
paid by them for such shares; and (iii) the percentage of shares purchased from
the Company by existing stockholders and the new investors and the percentages
of consideration paid to the Company for such shares by existing stockholders
and new investors.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
--------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)........... 20,332,814 42.1% $240,034,000 31.1% $11.81
New investors...................... 28,000,000 57.9% 532,000,000 68.9% $19.00
---------- ----- ------------ -----
Total............................ 48,332,814 100.0% $772,034,000 100.0%
========== ===== ============ =====
</TABLE>

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

(1) Does not include 3,364,723 shares issuable upon the exercise of options to
be granted upon effectiveness of the Registration Statement. If all such
options were exercised, then the total number of shares of Common Stock that
would be outstanding immediately after the Offering would be 51,697,537
shares. Options to be granted prior to or upon effectiveness of the
Registration Statement include 1,388,000 options that will be immediately
exercisable; the balance vest in future periods beginning one year after the
date of grant. More specifically, does not include: (i) shares which may be
issued to the stockholders of the Founding Companies, other than PFSC,
pursuant to earn-out arrangements to be calculated with reference to the
performance of

28
<PAGE> 33

those Founding Companies through December 31, 1999 (and, in the case of
Boulder, Cauff Lippman and NSJ, through December 31, 2000); (ii) shares of
Common Stock equal to 15% of the shares of Common Stock outstanding from
time to time that are reserved for issuance under the Company's 1998
Long-Term Incentive Plan, of which options to purchase 3,241,723 shares of
Common Stock (including options to purchase 500,000 shares to be granted to
Robert New, the Company's Chairman and Chief Executive Officer, and options
to purchase 500,000 shares to be granted to Jonathan J. Ledecky, the
Company's Non-Executive Chairman of the Board) will be granted upon the
effectiveness of the Registration Statement at an exercise price equal to
the initial public offering price per share; (iii) 500,000 shares of Common
Stock reserved for issuance under the Company's 1998 Non-Employee Directors'
Stock Plan, of which options to purchase 63,000 shares of Common Stock will
be granted upon the effectiveness of the Registration Statement at an
exercise price equal to the initial public offering price per share; (iv)
500,000 shares reserved for issuance under the Company's 1997 Executive
Non-Qualified Stock Option Plan, of which options to purchase 200,000 shares
of Common Stock are outstanding at an exercise price of $3.00 per share and
options to purchase 60,000 shares of Common Stock will be granted upon the
effectiveness of the Registration Statement at an exercise price equal to
the initial public offering price per share; and (v) 2,000,000 shares of
Common Stock reserved for issuance under the Company's 1998 Employee Stock
Purchase Plan. See "Formation of the Company -- The Mergers,"
"Management -- 1997 Executive Non-Qualified Stock Option Plan," "-- 1998
Long-Term Incentive Plan," "--1998 Non-Employee Directors' Stock Plan" and
"-- 1998 Employee Stock Purchase Plan" and "Principal Stockholders."

29
<PAGE> 34

SELECTED PRO FORMA COMBINED FINANCIAL DATA

UniCapital was established in October 1997 and will acquire the Founding
Companies simultaneously with and as a condition to the consummation of the
Offering. For financial statement presentation purposes, UniCapital has been
identified as the "accounting acquiror." The following unaudited summary pro
forma combined financial data present data for the Company, adjusted to give
effect to (i) the consummation of the Mergers, (ii) certain pro forma
adjustments to the historical financial statements described below and (iii) the
consummation of the Offering and the application of the net proceeds therefrom.
The summary pro forma data are not necessarily indicative of operating results
or the financial position that would have been achieved had the events described
above been consummated and should not be construed as representative of future
operating results or financial position. The summary pro forma combined
financial data should be read in conjunction with the Unaudited Pro Forma
Combined Financial Statements and the notes thereto and the historical financial
statements of the Founding Companies and the notes thereto included elsewhere in
this Prospectus. The Company anticipates that, subsequent to the Mergers, it
will realize savings from the combination of functions such as accounting and
finance, treasury, insurance, employee benefits, strategic marketing and legal
support at the corporate level. However, these savings cannot be quantified or
reasonably estimated and therefore have not been included in the Unaudited Pro
Forma Combined Financial Statements.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
-------------------
(IN THOUSANDS,
EXCEPT SHARE AND
PER SHARE DATA)
<S> <C>
STATEMENT OF OPERATIONS DATA (1):
Finance income from direct financing and sales-type
leases.................................................... $ 48,882
Rental income from operating leases......................... 55,432
Sales of equipment.......................................... 93,052
Gain on sale of leases...................................... 14,515
Fees, commissions and remarketing income.................... 20,273
Interest and other income................................... 6,295
-----------
Total revenues......................................... 238,449
-----------
Cost of operating leases.................................... 32,820
Cost of equipment sold...................................... 72,854
Interest expense............................................ 36,334
Selling, general and administrative expense (2)............. 45,477
Goodwill amortization (3)................................... 12,384
-----------
Total expenses......................................... 199,869
-----------
Income from operations...................................... 38,580
Equity in income from minority owned affiliates............. 4,215
-----------
Income before income taxes and extraordinary item........... 42,795
Provision for income taxes (4).............................. 19,877
-----------
Net income before extraordinary item........................ $ 22,918
===========
Net income per share before extraordinary item (basic and
diluted).................................................. $ .56
===========
Shares used in computing pro forma net income per share
before extraordinary item (5)............................. 41,160,751
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
-------------------------
PRO FORMA AS
COMBINED ADJUSTED(7)
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA (6):
Cash and marketable securities.............................. $ 18,646 $ 144,140
Total assets................................................ 1,113,934 1,238,855
Debt........................................................ 426,659 426,659
Stockholders' equity........................................ 229,036 720,563
</TABLE>

30
<PAGE> 35

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

(1) Assumes that the Mergers and the Offering were consummated on January 1,
1997.

(2) Reflects an aggregate of approximately (i) $14.5 million in Compensation
Differential, offset by assumed public company costs, primarily increased
salaries and professional fees at UniCapital, of approximately $4.8
million.

(4) Assumes that all income is subject to a corporate income tax rate of 38%
and that all goodwill is non-deductible for tax purposes.

(5) Includes (i) 13,334,064 shares to be issued to stockholders of the Founding
Companies, (ii) 6,798,750 shares issued to the founders and initial
investors in UniCapital, (iii) 20,859,516 of the 28,000,000 shares sold in
the Offering to pay the cash portion of the purchase price for the Founding
Companies, to repay indebtedness of Merrimac assumed by UniCapital in the
Merrimac Merger and indebtedness of Jacom incurred to fund an S Corporation
distribution to the stockholder of Jacom immediately prior to the Jacom
Merger, and to pay certain expenses of the Offering and (iv) 168,421 shares
related to the dilution attributable to options granted with an exercise
price below the initial public offering price, in accordance with the
treasury stock method.

(6) Assumes that the Mergers were consummated on December 31, 1997.

(7) Adjusted to reflect the sale of the 28,000,000 shares of Common Stock
offered hereby and the application of the estimated net proceeds therefrom.
See "Use of Proceeds."

31
<PAGE> 36

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

The following discussion should be read in conjunction with the Unaudited
Pro Forma Financial Statements and the related notes thereto and the historical
financial statements of UniCapital and the Founding Companies and the related
notes appearing elsewhere in this Prospectus.

GENERAL

UniCapital was founded in October 1997 to create a national consolidator
and operator of equipment leasing and specialty finance businesses serving the
commercial market. Upon consummation of the Mergers, the Company, through the
Founding Companies, will originate, acquire, sell and service equipment leases
and arrange structured financings in the computer and telecommunications
equipment, large ticket and structured finance, middle market and small ticket
areas of the equipment leasing industry. In addition, one of the Founding
Companies will provide lease administration and processing services for certain
of the leases originated by the Founding Companies, as well as for any
securitizations undertaken by the Company. The Founding Companies' leases and
structured financing arrangements cover a broad range of equipment, including
aircraft, computer and telecommunications equipment, construction and
manufacturing equipment, office equipment, trucks, printing equipment, car
washes and petroleum retail equipment and vending machines. The Company will
fund the acquisition or origination of its leases through warehouse credit
facilities or through recourse or non-recourse financing and will retain the
leases for its own account or sell the leases to third parties. The Company
intends to sell certain of its lease receivables in the public and private
markets through a securitization program. For the year ended December 31, 1997,
the Company had pro forma combined direct financing and sales-type lease
originations of approximately $415.0 million, pro forma combined income from
operations of $38.6 million, and pro forma combined net income before
extraordinary item of $22.9 million.

The Company, which has conducted no operations to date, has entered into
agreements to acquire the Founding Companies simultaneously with the
consummation of the Offering. The Company intends to integrate these businesses,
their operations and their administrative functions over a period of time. Such
integration may present opportunities to reduce costs through the elimination of
duplicate functions and through economies of scale, and may necessitate
additional costs and expenditures for corporate management and administration,
corporate expenses related to being a public company, systems integration,
employee relocation and severance and facilities expansion. These various costs
and possible cost-savings make comparison of future operating results with
historical operating results difficult.

The Founding Companies have operated historically as independent,
privately-owned entities, and their results of operations reflect varying tax
structures, including both S and C Corporations, which have influenced the
historical level of owners' compensation. The selling, general and
administrative expenses of the Founding Companies include compensation to
employee-stockholders totaling $15.4 million, $15.0 million and $18.6 million
for the years ended December 31, 1995, 1996 and 1997, respectively. As a result
of varying tax structures and practices regarding compensation to
employee-stockholders among the Founding Companies, the comparison of operating
margins among the Founding Companies and from period to period in respect of a
particular Founding Company may be difficult. Upon consummation of the Mergers,
certain employee-stockholders of the Founding Companies will enter into
employment agreements and the aggregate compensation paid to the management of
the Founding Companies will be reduced. This Compensation Differential has been
reflected in the Unaudited Pro Forma Combined Statement of Operations.

Subsequent to December 31, 1997, the Company issued an additional 1,522,500
shares of Common Stock to individuals serving as consultants to the Company,
each of whom will become employees of the Company upon consummation of the
Offering, and certain other stockholders and recorded a non-cash compensation
charge of $4.5 million related to the difference between amounts paid and the
value of these shares. In addition, in January 1998, the Company issued an
option to a consultant to the Company, who will become an employee of the
Company upon consummation of the Offering, to purchase 200,000 shares of Common
Stock at $3.00 per share, which expires on January 31, 2008. The Company
recorded a charge in the amount of $576,000 in January 1998 reflecting the
compensatory value of the option.

32
<PAGE> 37

The Company derives the majority of its revenue from lease payments on
leases originated and held by the Company, gains on sale of leases and sales of
equipment subject to leases. In addition, the Company derives revenue from sales
of equipment off-lease and the sale of new equipment, as well as from servicing
fees, late charges and administrative fees. In addition, the Company receives
remarketing fees for the sale of off-lease equipment on behalf of equity
investors in leases originated by the Company and may obtain a premium for sales
prices in excess of an agreed-upon amount.

The Company expects to fund the majority of the leases that it originates
through credit facilities. The Company anticipates that a significant portion of
its future leases will be sold to third parties or refinanced through a
securitization program or other structured finance products. Should the Company
be unable to sell or securitize leases with fixed rates within a reasonable
period of time after funding, the Company's operating margins could be adversely
affected by any increase in interest rates. Moreover, increases in interest
rates which cause the Company to raise the implicit rate charged to its
customers could cause a reduction in demand for the Company's lease products.

The leases acquired or originated by the Company generally are
noncancelable for a specified term during which the Company generally receives
scheduled payments sufficient, in the aggregate, to cover the Company's
borrowing costs and, when aggregated with the residual, the costs of the
underlying equipment. The noncancelable term of each lease is equal to or less
than the equipment's estimated economic life. Initial terms of the leases in the
Company's portfolio, on a pro forma basis, generally range from 12 to 84 months.
Certain of the leases acquired or originated by the Company carry a $1.00
buy-out provision upon maturity of the lease.

The Company's leases are collateralized by the equipment leased as well as,
in some cases, a personal guarantee provided by a principal of the lessee. The
Company manages credit risk through diversifying its business customer base,
geographic location of lessees and the type of business equipment leased. The
Company believes that prepayment and charge-off risks are mitigated by the
noncancelable, full payout structure of the majority of its leases which cover
equipment used in business operations.

The Company currently intends to maintain the present business mix of
leasing activities within the Founding Companies. While the Company intends to
disseminate among the Founding Companies "best practices" for the various
leasing activities conducted within the entities, the Company does not intend to
require the Founding Companies to alter their activities in such a manner so as
to impair their core origination strengths. However, the present pro forma
combined mix of leasing activities may change if the Company consummates
acquisitions of leasing companies subsequent to the Mergers or as the Founding
Companies change their business practices in response to market changes. Except
for the Mergers, the Company is not currently involved in negotiations and is
not a party to any arrangements, agreements or understandings with respect to
any acquisitions.

CERTAIN ACCOUNTING CONSIDERATIONS

Direct Financing Leases. A significant portion of the Company's leases are
"direct financing" leases, which transfer substantially all of the benefits and
risks of equipment ownership to the lessee. At December 31, 1997, on a pro forma
combined basis, the Company's net investment in direct financing leases totaled
$323.3 million, or 62.2% of the Company's net investment in leases (including
net book value of equipment under operating leases). A lease is classified as a
direct financing lease if the collection of the minimum lease payments is
reasonably predictable, no significant uncertainties exist relating to
unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee at the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease is at least equal to 75%
of the estimated economic life of the leased equipment; or (iv) the present
value of the minimum lease payments is at least equal to 90% of the fair value
of the leased equipment at the inception of the lease. With respect to its
direct financing leases, the Company records total lease rentals receivable,
estimated unguaranteed residual value and initial direct costs (which are those
costs, including sales commissions, incurred in connection with consummating the
lease) as the gross investment in the lease. The difference between the gross
investment in the lease and the cost of the leased equipment is defined as

33
<PAGE> 38

"unearned income." Finance income is recognized over the term of the lease by
amortizing the unearned income using the interest method.

Sales-Type Leases. At December 31, 1997, on a pro forma combined basis,
the Company's net investment in sales-type leases totaled $86.3 million, or
16.6% of the Company's net investment in leases (including net book value of
equipment under operating leases). Sales-type leases, like direct financing
leases, transfer substantially all of the benefits and risks of equipment
ownership to the lessee. However, sales-type leases include profit at lease
inception to the extent the fair value of the equipment exceeds the Company's
carrying value. Sales-type leases can arise in connection with new leases, or
upon classification of lease renewals. A lease is classified as a sales-type
lease if the collection of the minimum lease payments is reasonably predictable,
no significant uncertainties exist relating to unreimbursable costs yet to be
incurred by the lessor under the lease and the lease meets one of the following
criteria: (i) ownership of the property is transferred to the lessee at the end
of the lease term; (ii) the lease contains a bargain purchase option; (iii) the
term of the lease is at least equal to 75% of the estimated economic life of the
leased equipment; or (iv) the present value of the minimum lease payments is at
least equal to 90% of the fair value of the leased equipment at the inception of
the lease. With respect to its sales-type leases, the Company records total
lease rentals receivable, estimated unguaranteed residual value as the gross
investment in the lease. The difference between gross investment in the lease
and the present value of the gross investment in the lease is defined as
"unearned income." The present value of the minimum lease payments computed at
the interest rate implicit in the lease shall be recorded as sales revenue. The
cost of the equipment less the present value of the unguaranteed residual value,
computed at the interest rate implicit in the lease, is reflected as the cost of
sale. Finance income is recognized over the term of the lease by amortizing the
unearned income using the interest method.

Operating Leases. All lease contracts which do not meet the criteria of
direct financing leases or sales-type leases are accounted for as operating
leases. Monthly lease payments are recorded as income from operating leases.
Leased equipment is recorded, at the Company's cost, as "Equipment under
operating leases" and depreciated on a straight-line basis over the estimated
life of the equipment. The residual value of an item of leased equipment is its
estimated fair market value at the expiration of the lease. When equipment is
sold, the net proceeds realized in excess of the carrying value are recorded as
"Gain on sale of equipment;" if the net proceeds are less than the carrying
value, the amount by which the carrying value exceeds the net proceeds is
recorded as a loss. At December 31, 1997, on a pro forma combined basis, the net
book value of equipment under operating leases totaled $110.1 million, or 21.2%
of the Company's net investment in leases (including net book value of equipment
under operating leases).

Gain on Sale. The Company also generates gain on sale income from the sale
of leases to third party financing sources for cash. Gain on sale of leases is
calculated as the difference between the proceeds received, net of related
selling expenses, and the carrying amount of the related leases, adjusted for
ongoing obligations of the Company, if any. In June 1996 the Financial
Accounting Standards Board adopted Statement of Financial Accounting Standards
No. 125 ("SFAS 125"), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities." SFAS 125 is effective for
transactions occurring after December 31, 1996. Among other things, SFAS 125
requires that servicing assets and other retained interests in transferred
assets be measured by allocating the previous carrying amount between the assets
sold, if any, and retained interests, if any, based on relative fair values at
the date of transfer.

Residual Interests. At the inception of a direct financing lease or a
sales-type lease, the Company estimates a residual value based upon the expected
net realizable value of the equipment at the end of the lease term. The residual
value of equipment subject to operating lease is defined by the depreciable life
and method adopted for the equipment. At the end of the initial term of a lease,
the lease may be extended, the equipment may be sold to the lessee or the
equipment may be sold or leased to another party. A gain or loss is recognized
based upon the excess or deficiency of sale proceeds compared to the estimated
residual value. The original estimate of the residual value is adjusted downward
during the lease term if a decline in value is projected; however, accounting
rules do not permit upward adjustments in residual estimates.

34
<PAGE> 39

The Company periodically evaluates the collectibility of its leases based
on the level of recourse provided, if any, delinquency statistics, historical
loss experience, current economic conditions and other relevant factors.

LIQUIDITY AND CAPITAL RESOURCES

Approximately $331.6 million of the proceeds from the Offering will be used
to fund the cash portion of the consideration to be paid in connection with the
Mergers and approximately $35.1 million will be used to repay certain
indebtedness of Jacom and Merrimac. The remaining $125.4 million will be used
for general corporate purposes, including possible acquisitions. See "Use of
Proceeds." As of December 31, 1997, the Company had cash and marketable
securities of approximately $144.1 million on a pro forma combined basis after
the Offering. The Company's business is capital intensive and requires access to
substantial short-term and long-term credit to fund new equipment leases. The
Founding Companies have funded their operations primarily through sales of
leases and non-recourse or recourse borrowings. The Company will continue to
require access to significant additional capital to maintain and expand its
volume of leases funded, as well as to fund any future acquisitions of leasing
and specialty finance companies.

The Company's uses of cash include the origination of equipment leases,
payment of interest expenses, repayment of borrowings under its warehouse
facilities, operating and administrative expenses, income taxes and capital
expenditures and may include payment of the cash portion of the earn-out
arrangements with the stockholders of the Founding Companies (other than PFSC).
On a pro forma basis, the Company generated positive cash flow from operations
in 1997.

The Company currently does not have any commitments to make significant
capital expenditures in the next twelve months. The Company believes that funds
generated from operations, together with the proceeds from the Offering and
possible future sources of borrowings, including a credit facility for which the
Company has obtained a commitment letter, will be sufficient to finance its
current operations and planned capital expenditure requirements at least through
1998. Although the Company is not currently involved in negotiations and has no
current commitments or agreements with respect to any acquisitions (other than
the Mergers), to the extent that the Company is successful in consummating
acquisitions, it may be necessary to finance such acquisitions through the
issuance of additional equity securities, incurrence of indebtedness or a
combination of both.

HEDGING STRATEGY

When the Company borrows funds, it is exposed to a certain degree of risk
caused by interest rate fluctuations. Although the Company's equipment loans are
generally structured and permanently funded on a fixed interest rate basis, the
Company may initially fund the lease by borrowing on a floating rate basis. The
Company anticipates that it will use hedging techniques to protect its interest
rate margin during the period that floating rate funds are used. To manage its
interest rate risk, the Company expects to use derivative financial instruments,
such as forward rate agreements and Treasury locks and interest rate swaps, caps
and collars. The Company's hedging techniques may not protect it from interest
rate-related risks in all interest rate environments.

FLUCTUATIONS IN QUARTERLY RESULTS

The Company could experience fluctuations in quarterly operating results
due to a number of factors including, among others, the completion of a
securitization transaction in a particular calendar quarter (or the failure to
complete such a securitization transaction) and the interest rates on the
securities issued in connection with its securitization transactions, variations
in the volume of leases funded by the Company, differences between the Company's
cost of funds and the average implicit yield to the Company on its leases prior
to being securitized, the effectiveness of the Company's hedging strategy, the
degree to which the Company encounters competition in its markets and general
economic conditions. In addition, certain of the Founding Companies,
particularly those engaged in the lease and sale of aircraft, may experience
significant fluctuations due to the timing of sales of aircraft. As a result of
these fluctuations and the significant impact that the timing of any
securitization transactions may have on the Company's results of operations,
results for any one quarter should not be relied upon as being indicative of
performance in future quarters.

35
<PAGE> 40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE FOUNDING COMPANIES

The following discussion should be read in conjunction with the historical
financial statements of the Founding Companies and related notes thereto
appearing elsewhere in this Prospectus.

FOUNDING COMPANIES

Of the Founding Companies, Cauff Lippman, Jacom, MCMG, NSJ and Walden have
elected to be treated as S Corporations, Merrimac and PFSC are organized as
partnerships and American Capital, Boulder, Keystone, Matrix and Varilease are C
Corporations. As a result, only American Capital, Boulder, Keystone, Matrix and
Varilease were subject to federal income taxes. The selling, general and
administrative expenses of the Founding Companies include compensation to
employee-stockholders of the Founding Companies totaling $15.4 million, $15.0
million and $18.6 million for the years ended December 31, 1995, 1996 and 1997,
respectively. Upon consummation of the Mergers, certain employee-stockholders
will enter into employment agreements and the aggregate compensation paid to
stockholders of the Founding Companies will be reduced. As a result of varying
tax structures and practices regarding compensation to employee-stockholders,
the comparison of operating margins among the Founding Companies and from period
to period in respect of a particular Founding Company may be difficult.

AMERICAN CAPITAL RESOURCES, INC.

American Capital provides lease and secured financing for equipment,
primarily printing presses, to companies in the printing, packaging and paper
converting industries. Leases originated by American Capital are direct
financing leases, with an average transaction size for the fiscal year ended
July 31, 1997 of approximately $727,000 and an average term of 82 months. To
fund the acquisition of equipment, American Capital either sells the leases that
it originates or borrows the required proceeds from various funding sources on
both a non-recourse and a limited recourse basis. The substantial majority of
American Capital's lessees are businesses operating in the graphic arts and
paper converting industries.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, SIX MONTHS ENDED JANUARY 31,
------------------------------------------------------- ----------------------------------
1995 1996 1997 1997 1998
--------------- ---------------- ---------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from
direct financing
leases and
contracts............. $4,680 50.6% $ 5,069 49.5% $ 4,986 46.4% $2,535 54.1% $2,428 51.8%
Gain on sale of leases
and contracts......... 3,533 38.2 4,039 39.5 4,426 41.2 1,625 34.7 1,409 30.1
Fee income.............. 89 1.0 84 0.8 80 0.7 36 0.8 29 0.6
Interest and other
income................ 944 10.2 1,042 10.2 1,262 11.7 486 10.4 817 17.5
------ ------- ------- ------ ------
Total revenues...... 9,246 100.0 10,234 100.0 10,754 100.0 4,682 100.0 4,683 100.0
------ ------- ------- ------ ------
Interest expense........ 4,697 50.8 5,160 50.4 5,390 50.1 2,465 52.7 2,486 53.1
Selling, general and
administrative........ 4,147 44.9 4,617 45.1 5,194 48.3 2,234 47.7 2,869 61.3
------ ------- ------- ------ ------
Total expenses...... 8,844 95.7 9,777 95.5 10,584 98.4 4,699 100.4 5,355 114.4
------ ------- ------- ------ ------
Income (loss) from
operations............ $ 402 4.3% $ 457 4.5% $ 170 1.6% $ (17) (0.4)% $ (672) (14.4)%
====== ======= ======= ====== ======
</TABLE>

Six Months Ended January 31, 1998 Compared to Six Months Ended January 31, 1997

Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts decreased to $2.4 million in the six
months ended January 31, 1998 from $2.5 million in the six months ended January
31, 1997, a decrease of $0.1 million or 4.4%. As a percentage of revenues,
finance income from direct financing leases and contracts decreased by 2.3% to
51.8% in the six months ended January 31, 1998 from 54.1% in the six months
ended January 31, 1997.
36
<PAGE> 41

Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
decreased to $1.4 million in the six months ended January 31, 1998 from $1.6
million in the six months ended January 31, 1997, a decrease of $0.2 million, or
13.3%, primarily as a result of a lower volume of leases sold during the six
months ended January 31, 1998. As a percentage of revenues, gain on sale of
leases and contracts decreased by 4.6% to 30.1% in the six months ended January
31, 1998 from 34.7% in the six months ended January 31, 1997.

Fee Income. Fee income decreased by $7,000, or 19.4%, to $29,000 in the
six months ended January 31, 1998 from $36,000 in the six months ended January
31, 1997. As a percentage of revenues, fee income decreased by 0.2% to 0.6% in
the six months ended January 31, 1998 from 0.8% in the six months ended January
31, 1997.

Interest and Other Income. Interest and other income, which consists
primarily of interest income and late charges, increased to $0.8 million in the
six months ended January 31, 1998 from $0.5 million in the six months ended
January 31, 1997, an increase of $0.3 million, or 68.1%, primarily as a result
of final settlement of certain transactions. As a percentage of revenues,
interest and other income increased by 7.1% to 17.5% in the six months ended
January 31, 1998 from 10.4% in the six months ended January 31, 1997.

Interest Expense. Interest expense increased by $21,000, or 0.9%, to $2.5
million in the six months ended January 31, 1998, primarily as a result of
higher borrowings. As a percentage of revenues, interest expense increased by
0.4% to 53.1% in the six months ended January 31, 1998 from 52.7% in the six
months ended January 31, 1997.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.9 million in the six months ended January 31, 1998 from
$2.2 million in the six months ended January 31, 1997, an increase of $0.6
million, or 28.4%, primarily as a result of an increase in officers'
compensation and bad debt expense. As a percentage of revenues, selling, general
and administrative expenses increased by 13.6% to 61.3% in the six months ended
January 31, 1998 from 47.7% in the six months ended January 31, 1997.

Income (Loss) from Operations. As a result of the factors discussed above
and in particular the increase in officers' compensation and bad debt expense,
loss from operations increased to $0.7 million in the six months ended January
31, 1998 from $17,000 in the six months ended January 31, 1997, an increase of
$0.7 million. As a percentage of revenues, loss from operations increased by
14.0% to 14.4% in the six months ended January 31, 1998 from 0.4% in the six
months ended January 31, 1997.

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

Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts decreased to $5.0 million in the year
ended July 31, 1997 from $5.1 million in the year ended July 31, 1996, a
decrease of $0.1 million, or 1.6%. As a percentage of revenues, finance income
from direct financing leases decreased by 3.1% to 46.4% in the year ended July
31, 1997 from 49.5% in the year ended July 31, 1996.

Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
increased to $4.4 million in the year ended July 31, 1997 from $4.0 million in
the year ended July 31, 1996, an increase of $0.4 million, or 9.6%, primarily as
a result of sales at higher margins, partially offset by a slightly reduced
volume of sales. As a percentage of revenues, gain on sale of leases and
contracts increased by 1.7% to 41.2% in the year ended July 31, 1997 from 39.5%
in the year ended July 31, 1996.

Fee Income. Fee income was $0.1 million in the years ended July 31, 1997
and 1996. As a percentage of revenues, fee income decreased by 0.1% to 0.7% in
the year ended July 31, 1997 from 0.8% in the year ended July 31, 1996.

Interest and Other Income. Interest and other income increased to $1.3
million in the year ended July 31, 1997 from $1.0 million in the year ended July
31, 1996, an increase of $0.2 million, or 21.1%, primarily as a result of
increased late fees. As a percentage of revenues, interest and other income
increased by 1.5% to 11.7% in the year ended July 31, 1997 from 10.2% in the
year ended July 31, 1996.

37
<PAGE> 42

Interest Expense. Interest expense increased to $5.4 million in the year
ended July 31, 1997 from $5.2 million in the year ended July 31, 1996, an
increase of $0.2 million, or 4.5%, primarily as a result of the timings and mix
of borrowings. As a percentage of revenues, interest expense decreased by 0.3%
to 50.1% in the year ended July 31, 1997 from 50.4% in the year ended July 31,
1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.2 million in the year ended July 31, 1997 from $4.6
million in the year ended July 31, 1996, an increase of $0.6 million, or 12.5%,
as a result of increased bad debt expense, increased travel expenses associated
with developing new business, increased compensation to officers and the
addition of sales personnel. As a percentage of revenues, selling, general and
administrative expenses increased by 3.2% to 48.3% in the year ended July 31,
1997 from 45.1% in the year ended July 31, 1996.

Income (Loss) from Operations. As a result of the factors discussed above,
income from operations decreased to $0.2 million in the year ended July 31, 1997
from $0.5 million in the year ended July 31, 1996, a decrease of $0.3 million,
or 62.8%. As a percentage of revenues, income from operations decreased by 2.9%
to 1.6% in the year ended July 31, 1997 from 4.5% in the year ended July 31,
1996.

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

Finance Income from Direct Financing Leases and Contracts. Finance income
from direct financing leases and contracts increased to $5.1 million in the year
ended July 31, 1996 from $4.7 million in the year ended July 31, 1995, an
increase of $0.4 million, or 8.3%, primarily as a result of an increase in the
portfolio of receivables held. As a percentage of revenues, finance income from
direct financing leases and contracts decreased by 1.1% to 49.5% in the year
ended July 31, 1996 from 50.6% in the year ended July 31,1995.

Gain on Sale of Leases and Contracts. Gain on sale of leases and contracts
increased to $4.0 million in the year ended July 31, 1996 from $3.5 million in
the year ended July 31, 1995, an increase of $0.5 million, or 14.3%, primarily
as a result of an increase in the volume of leases sold. As a percentage of
revenues, gain on sale of leases and contracts increased by 1.3% to 39.5% in the
year ended July 31, 1996 from 38.2% in the year ended July 31, 1995.

Fee Income. Fee income was $0.1 million in the years ended July 31, 1996
and 1995. As a percentage of revenues, fee income decreased by 0.2% to 0.8% in
the year ended July 31, 1996 from 1.0% in the year ended July 31, 1995.

Interest and Other Income. Interest and other income increased to $1.0
million in the year ended July 31, 1996 from $0.9 million in the year ended July
31, 1995, an increase of $0.1 million, or 10.4% due to the increased size of the
portfolio held. As a percentage of revenues, interest and other income was 10.2%
in the years ended July 31, 1996 and 1995.

Interest Expense. Interest expense increased to $5.2 million in the year
ended July 31, 1996 from $4.7 million in the year ended July 31, 1995, an
increase of $0.5 million, or 9.9%, primarily as a result of additional
borrowings to support the increased volume of receivables held. As a percentage
of revenues, interest expense decreased by 0.4% to 50.4% in the year ended July
31, 1996 from 50.8% in the year ended July 31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.6 million in the year ended July 31, 1996 from $4.1
million in the year ended July 31, 1995, an increase of $0.5 million, or 11.3%,
as a result of increased travel and marketing expenses associated with efforts
to attract new business, increased bad debt expense attributable to the increase
in the portfolio held and increased compensation. As a percentage of revenues,
selling, general and administrative expenses increased by 0.2% to 45.1% in the
year ended July 31, 1996 from 44.9% in the year ended July 31, 1995.

Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.5 million in the year ended July 31, 1996
from $0.4 million in the year ended July 31, 1995, an increase of $55,000, or
13.7%. As a percentage of revenues, income from operations increased by 0.2% to
4.5% in the year ended July 31, 1996 from 4.3% in the year ended July 31, 1995.

38
<PAGE> 43

BOULDER CAPITAL GROUP, INC.

Boulder provides lease financing for petroleum retail equipment, including
car washes, fuel dispensers and convenience store operating equipment, to
petroleum retail businesses. Boulder originates leases directly with the owner
of the petroleum retail business, as well as through programs with petroleum
companies, equipment manufacturers and vendors. During the year ended December
31, 1997, car washes constituted approximately 64% of the equipment leased by
Boulder, and fuel dispensers approximately 15%. Boulder originates direct
financing leases and operating leases. After the inception of the lease, Boulder
either retains the lease for its portfolio or, from time to time may transfer
direct financing leases to unrelated third parties in transactions accounted for
as sales while retaining the servicing responsibility. Boulder also engages in
the sale and remarketing of equipment on lease.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997
--------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Finance income from direct financing leases....... $2,663 63.0% $3,618 56.6%
Rental income from operating leases............... 404 9.6 344 5.4
Gain on sale of leases............................ 100 2.4 727 11.4
Sales of equipment................................ 1,029 24.3 1,522 23.8
Interest and other income......................... 32 0.8 186 2.9
------ ------
Total revenues............................... 4,228 100.0 6,397 100.0
------ ------
Depreciation on equipment under operating
leases.......................................... 361 8.5 238 3.7
Cost of equipment sold............................ 883 20.9 1,338 20.9
Interest expense.................................. 1,966 46.5 2,696 42.1
Selling, general and administrative .............. 1,346 31.8 1,652 25.8
------ ------
Total expenses............................... 4,556 107.8 5,924 92.6
------ ------
Income (loss) from operations..................... $ (328) (7.8)% $ 473 7.4%
====== ======
</TABLE>

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $3.6 million in the year ended December 31, 1997
from $2.7 million in the year ended December 31, 1996, an increase of $1.0
million, or 35.9%, as a result of incremental lease originations, primarily
associated with Boulder's vendor financing programs. As a percentage of
revenues, finance income from direct financing leases decreased by 6.4% to 56.6%
in the year ended December 31, 1997 from 63.0% in the year ended December 31,
1996.

Rental Income from Operating Leases. Rental income from operating leases
decreased to $0.3 million in the year ended December 31, 1997 from $0.4 million
in the year ended December 31, 1996, a decrease of $60,000, or 14.9%, primarily
as a result of a greater number of leases maturing during the year ended
December 31, 1997. As a percentage of revenues, rental income from operating
leases decreased by 4.2% to 5.4% in the year ended December 31, 1997 from 9.6%
in the year ended December 31, 1996.

Gain on Sale of Leases. Gain on sale of leases increased to $0.7 million
in the year ended December 31, 1997 from $0.1 million in the year ended December
31, 1996, an increase of $0.6 million, or 627.0%, as a result of Boulder
originating and selling a greater number of direct financing leases. As a
percentage of revenues, gain on sale of leases increased by 9.0% to 11.4% in the
year ended December 31, 1997 from 2.4% in the year ended December 31, 1996.

39
<PAGE> 44

Sales of Equipment. Income from sales of equipment increased to $1.5
million in the year ended December 31, 1997 from $1.0 million in the year ended
December 31, 1996, an increase of $0.5 million, or 47.9%, primarily attributable
to maturing of leases. As a percentage of revenues, sale of equipment decreased
by 0.5% to 23.8% in the year ended December 31, 1997 from 24.3% in the year
ended December 31, 1996.

Interest and Other Income. Interest and other income, which includes late
charges and administrative fees, increased to $0.2 million in the year ended
December 31, 1997 from $32,000 in the year ended December 31, 1996, an increase
of $0.2 million, or 481.3%, as a result of Boulder's increased collection
efforts. As a percentage of revenues, interest and other income increased by
2.1% to 2.9% in the year ended December 31, 1997 from 0.8% in the year ended
December 31, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases decreased to $0.2 million in the year ended
December 31, 1997 from $0.4 million in the year ended December 31, 1996, a
decrease of $0.1 million, or 34.1%, primarily as a result of the maturity of
operating leases. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 4.8% to 3.7% in the year ended December 31, 1997
from 8.5% in the year ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold increased to $1.3 million
in the year ended December 31, 1997 from $0.9 million in the year ended December
31, 1996, an increase of $0.5 million, or 51.5%, as a result of increased sales
of equipment, principally car washes, attributable to maturing leases. As a
percentage of revenues, cost of equipment sold was 20.9% for the years ended
December 31, 1997 and 1996.

Interest Expense. Interest expense increased to $2.7 million in the year
ended December 31, 1997 from $2.0 million in the year ended December 31, 1996,
an increase of $0.7 million, or 37.1%, primarily as a result of increased
borrowing due to the expansion of Boulder's lease portfolio. As a percentage of
revenues, interest expense decreased by 4.4% to 42.1% in the year ended December
31, 1997 from 46.5% in the year ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.7 million in the year ended December 31, 1997 from $1.3
million in the year ended December 31, 1996, an increase of $0.3 million, or
22.7%, primarily as a result of hiring additional personnel and increased
professional fees, including costs associated with terminating S Corporation
status effective January 1, 1997. As a percentage of revenues, selling, general
and administrative expenses decreased by 6.0% to 25.8% in the year ended
December 31, 1997 from 31.8% in the year ended December 31, 1996.

Income (Loss) from Operations. As a result of the factors discussed above,
income (loss) from operations increased to $0.5 million in the year ended
December 31, 1997 from ($0.3) million in the year ended December 31, 1996, an
increase of $0.8 million. As a percentage of revenues, operating income
increased to 7.4% in the year ended December 31, 1997 from (7.8%) in the year
ended December 31, 1996. Boulder operated at a loss in the year ended December
31, 1996 due to expenses incurred in that year associated with the expansion of
vendor programs. This investment in 1996 resulted in increased lease
originations associated with vendor programs in the year ended December 31,
1997.

40
<PAGE> 45

CAUFF, LIPPMAN AVIATION, INC.

Cauff Lippman provides operating lease financing for used commercial jet
aircraft and aircraft engines, as well as brokering and advisory services to
domestic and foreign commercial airlines, aircraft lessors and institutional
investors and engages in the purchase and sale of aircraft for its own account.
Cauff Lippman's revenues are derived primarily from rentals of aircraft and sale
and remarketing of aircraft.

Rental income from operating leases is reported over the life of the lease
as rentals become receivable under the provisions of the lease or, in the case
of leases with varying payments, under the straight-line method over the
noncancelable term of the lease. Revenues from commissions include fees and
commissions earned from remarketing on behalf of third parties. Due in part to
the substantial purchase price of aircraft, Cauff Lippman's operating results
can fluctuate significantly, based in part on the timing of sales of aircraft
and commissions on sales of aircraft.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1995 1996 1997
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Rental income from operating leases....... $20,997 78.4% $18,517 75.0% $17,596 54.7%
Sales of equipment........................ -- -- 40 0.2 5,725 17.8
Fees, commissions and remarketing
income.................................. 4,979 18.6 5,390 21.8 8,156 25.3
Interest and other income................. 821 3.1 749 3.0 708 2.2
------- ------- -------
Total revenues....................... 26,797 100.0 24,696 100.0 32,185 100.0
------- ------- -------
Cost of operating leases.................. 12,430 46.4 12,415 50.3 12,660 39.3
Cost of equipment sold.................... -- -- 32 0.1 4,325 13.4
Interest expense.......................... 3,279 12.2 2,998 12.1 2,769 8.6
Selling, general and administrative....... 2,690 10.0 3,959 16.0 4,871 15.1
------- ------- -------
Total expenses....................... 18,399 68.7 19,404 78.6 24,625 76.5
------- ------- -------
Income from operations.................... $ 8,398 31.3% $ 5,292 21.4% $ 7,560 23.5%
------- ------- -------
Equity in income of minority-owned
affiliates.............................. -- -- 239 -- 219 --
</TABLE>

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

Rental Income from Operating Leases. Rental income from operating leases
decreased to $17.6 million in the year ended December 31, 1997 from $18.5
million in the year ended December 31, 1996, a decrease of $0.9 million, or
5.0%, primarily due to the decrease in lease revenue associated with the
renegotiation of an aircraft lease, partially offset by the addition of certain
aircraft engines subject to lease. As a percentage of revenues, rental income
from operating leases decreased by 20.3% to 54.7% in the year ended December 31,
1997 from 75.0% in the year ended December 31, 1996.

Sales of Equipment. Income from sales of equipment increased to $5.7
million in the year ended December 31, 1997 due to the sale of a Boeing 727.
Cauff Lippman sold a nominal amount of equipment in the year ended December 31,
1996. As a percentage of revenues, income from sales of equipment increased by
17.6% to 17.8% in the year ended December 31, 1997 from 0.2% in the year ended
December 31, 1996.

Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income increased to $8.2 million in the year ended December 31, 1997
from $5.4 million in the year ended December 31, 1996, an increase of $2.8
million, or 51.3%, primarily as a result of increased commissions attributable
to sales of aircraft during the year ended December 31, 1997. As a percentage of
revenues, fees, commissions and remarketing

41
<PAGE> 46

income increased by 3.5% to 25.3% in the year ended December 31, 1997 from 21.8%
in the year ended December 31, 1996.

Interest and Other Income. Interest and other income, which primarily
consists of interest income, was $0.7 million in the years ended December 31,
1997 and 1996. As a percentage of revenues, interest and other income decreased
by 0.8% to 2.2% in the year ended December 31, 1997 from 3.0% in the year ended
December 31, 1996.

Cost of Operating Leases. Cost of operating leases increased to $12.7
million in the year ended December 31, 1997 from $12.4 million in the year ended
December 31, 1996, an increase of $0.2 million, or 2.0%. As a percentage of
revenues, cost of operating leases decreased by 11.0% to 39.3% in the year ended
December 31, 1997 from 50.3% in the year ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold increased to $4.3 million
in the year ended December 31, 1997 from $32,000 in the year ended December 31,
1996, an increase of 13,415.6%, due to the purchase and sale of a Boeing 727 in
1997. As a percentage of revenues, cost of equipment sold increased by 13.3% to
13.4% in the year ended December 31, 1997 from 0.1% in the year ended December
31, 1996.

Interest Expense. Interest expense decreased to $2.8 million in the year
ended December 31, 1997 from $3.0 million in the year ended December 31, 1996, a
decrease of $0.2 million, or 7.6%, primarily due to lower average outstanding
indebtedness. As a percentage of revenues, interest expense decreased by 3.5% to
8.6% in the year ended December 31, 1997 from 12.1% in the year ended December
31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.9 million in the year ended December 31, 1997 from $4.0
million in the year ended December 31, 1996, an increase of $0.9 million, or
23.0%, primarily as a result of increased professional fees associated with the
proposed sale of the business. As a percentage of revenues, selling, general and
administrative expenses decreased by 0.9% to 15.1% in the year ended December
31, 1997 from 16.0% in the year ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $7.6 million in the year ended December 31, 1997
from $5.3 million in the year ended December 31, 1996, an increase of $2.3
million, or 42.9%. As a percentage of revenues, income from operations increased
by 2.1% to 23.5% in the year ended December 31, 1997 from 21.4% in the year
ended December 31, 1996.

Equity in Income of Minority-Owned Affiliates. Equity in income of
minority-owned affiliates was $0.2 million in the years ended December 31, 1997
and 1996. This represents Cauff Lippman's portion of the earnings of certain
unconsolidated entities involved in the sale and/or lease of aircraft.

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

Rental Income from Operating Leases. Rental income from operating leases
decreased to $18.5 million in the year ended December 31, 1996 from $21.0
million in the year ended December 31, 1995, a decrease of $2.5 million, or
11.8%, primarily as a result of renegotiation of aircraft leases, partially
offset by increased income from new leases of aircraft. As a percentage of
revenues, rental income from operating leases decreased by 3.4% to 75.0% in the
year ended December 31, 1996 from 78.4% in the year ended December 31, 1995.

Sales of Equipment. Income from sales of equipment amounted to $40,000 in
the year ended December 31, 1996, due to the sale of a piece of aircraft
equipment. Cauff Lippman sold no equipment in the year ended December 31, 1995.
As a percentage of revenues, income from sales of equipment was 0.2% in the year
ended December 31, 1995.

Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income increased to $5.4 million in the year ended December 31, 1996
from $5.0 million in the year ended December 31, 1995, an increase of $0.4
million, or 8.3%, primarily as a result of increased commissions attributable to
sales of aircraft during the year ended December 31, 1996. As a percentage of
revenues, fees, commissions and remarketing

42
<PAGE> 47

income increased by 3.2% to 21.8% in the year ended December 31, 1996 from 18.6%
in the year ended December 31, 1995.

Interest and Other Income. Interest and other income decreased to $0.7
million in the year ended December 31, 1996 from $0.8 million in the year ended
December 31, 1995, a decrease of $0.1 million, or 8.8%. As a percentage of
revenues, interest and other income decreased by 0.1% to 3.0% in the year ended
December 31, 1996 from 3.1% in the year ended December 31, 1995.

Cost of Operating Leases. Cost of operating leases was $12.4 million in
the years ended December 31, 1996 and 1995. As a percentage of revenues, cost of
operating leases increased by 3.9% to 50.3% in the year ended December 31, 1996
from 46.4% in the year ended December 31, 1995.

Cost of Equipment Sold. Cost of equipment sold increased to $32,000 in the
year ended December 31, 1996 from zero in the year ended December 31, 1995. As a
percentage of revenues, cost of equipment sold was 0.1% in the year ended
December 31, 1996.

Interest Expense. Interest expense decreased to $3.0 million in the year
ended December 31, 1996 from $3.3 million in the year ended December 31, 1995, a
decrease of $0.3 million, or 8.6%, primarily due to lower average outstanding
indebtedness. As a percentage of revenues, interest expense decreased by 0.1% to
12.1% in the year ended December 31, 1996 from 12.2% in the year ended December
31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.0 million in the year ended December 31, 1996 from $2.7
million in the year ended December 31, 1995, an increase of $1.3 million, or
47.2%, primarily as a result of increased professional fees associated with the
proposed sale of the business. As a percentage of revenues, selling, general and
administrative expenses increased by 6.0% to 16.0% in the year ended December
31, 1996 from 10.0% in the year ended December 31, 1995.

Income from Operations. As a result of the factors discussed above, income
from operations decreased to $5.3 million in the year ended December 31, 1996
from $8.4 million in the year ended December 31, 1995, a decrease of $3.1
million, or 37.0%. As a percentage of revenues, income from operations decreased
by 9.9% to 21.4% in the year ended December 31, 1996 from 31.3% in the year
ended December 31, 1995.

Equity in Income of Minority-Owned Affiliates. Equity in income of
minority-owned affiliates increased to $0.2 million in the year ended December
31, 1996 from zero in the year ended December 31, 1995. This represents Cauff
Lippman's portion of the earnings of certain unconsolidated entities involved in
the sale and/or lease of aircraft.

43
<PAGE> 48

JACOM COMPUTER SERVICES, INC.

Jacom provides lease financing for computer and telecommunications
equipment to large and middle market companies, including financial
institutions, throughout the United States. Jacom acquires equipment from many
sources and leases or sells the equipment to its customers. Jacom provides or
arranges to provide installation, maintenance and modification of the equipment.
Jacom funds the equipment purchases through borrowings and either holds the
leases for its own account or sells the future lease stream to financial
institutions.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1995 1996 1997
---------------- ---------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Finance income from direct financing
and sales-type leases.............. $ 9,184 11.1% $ 9,337 12.7% $ 8,377 9.3%
Rental income from operating
leases............................. 11,416 13.9 13,304 18.1 16,531 18.4
Gain on sale of leases............... -- -- -- -- 472 0.5
Sales of equipment................... 60,867 73.9 49,123 67.0 62,897 69.8
Interest and other income............ 927 1.1 1,554 2.1 1,794 2.0
------- ------- -------
Total revenues.................. 82,394 100.0 73,318 100.0 90,071 100.0
------- ------- -------
Depreciation on equipment under
operating leases................... 4,512 5.5 5,831 8.0 6,448 7.2
Cost of equipment sold............... 53,382 64.8 43,473 59.3 47,914 53.2
Interest expense..................... 5,824 7.1 5,586 7.6 4,645 5.2
Selling, general and
administrative..................... 11,797 14.3 11,082 15.1 13,183 14.6
------- ------- -------
Total expenses.................. 75,515 91.7 65,972 90.0 72,190 80.1
------- ------- -------
Income from operations............... $ 6,879 8.3% $ 7,346 10.0% $17,881 19.9%
======= ======= =======
</TABLE>

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

Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases decreased to $8.4 million in the
year ended December 31, 1997 from $9.3 million in the year ended December 31,
1996, a decrease of $1.0 million, or 10.3%, primarily as a result of sales of
future lease payments. As a percentage of revenues, finance income from direct
financing and sales-type leases decreased by 3.4% to 9.3% in the year ended
December 31, 1997 from 12.7%.

Rental Income from Operating Leases. Rental income from operating leases
increased to $16.5 million in the year ended December 31, 1997 from $13.3
million in the year ended December 31, 1996, an increase of $3.2 million, or
24.3%, primarily as a result of an increase in the number of operating leases.
As a percentage of revenues, rental income from operating leases increased by
0.3% to 18.4% in the year ended December 31, 1997 from 18.1% in the year ended
December 31, 1996.

Gain on Sale of Leases. During 1997, Jacom sold $44.5 million of future
lease payments, resulting in a gain of $0.5 million. As a percentage of
revenues, gain on sale of leases was 0.5% in the year ended December 31, 1997.

Sales of Equipment. Income from sales of equipment increased to $62.9
million in the year ended December 31, 1997 from $49.1 million in the year ended
December 31, 1996, an increase of $13.8 million, or 28.0%, primarily as a result
of customer demand for specifically configured high technology equipment. As a
percentage of revenues, sales of equipment increased by 2.8% to 69.8% in the
year ended December 31, 1997 from 67.0% in the year ended December 31, 1996.

44
<PAGE> 49

Interest and Other Income. Interest and other income, which includes
maintenance fees, freight on delivery of equipment and installation fees,
increased to $1.8 million in the year ended December 31, 1997 from $1.6 million
in the year ended December 31, 1996, an increase of $0.2 million or 15.4%, as a
result of increased interest income attributable to higher levels of cash
balances invested and an increase in consulting, installation and freight fees,
due to the increased volume of sales in the year ended December 31, 1996. As a
percentage of revenues, interest and other income decreased by 0.1% to 2.0% in
the year ended December 31, 1997 from 2.1% in the year ended December 31, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $6.4 million in the year ended
December 31, 1997 from $5.8 million in the year ended December 31, 1996, an
increase of $0.6 million, or 10.6%, primarily as a result of an increase in the
amount of equipment held subject to lease. As a percentage of revenues,
depreciation on equipment under operating leases decreased by 0.8% to 7.2% in
the year ended December 31, 1997 from 8.0% in the year ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold increased to $47.9 million
in the year ended December 31, 1997 from $43.5 million in the year ended
December 31, 1996, an increase of $4.4 million, or 10.2%, primarily as a result
of the increase in sales of equipment. As a percentage of revenues, cost of
equipment sold decreased by 6.1% to 53.2% in the year ended December 31, 1997
from 59.3% in the year ended December 31, 1996. This decrease was caused by
Jacom's revision of the rates used for estimating values for leases originated
in 1997 as compared to rates used in prior years, which revision resulted in
cost of equipment sold being $1.9 million lower than if the rates had not been
revised.

Interest Expense. Interest expense decreased to $4.6 million in the year
ended December 31, 1997 from $5.6 million in the year ended December 31, 1996, a
decrease of $0.9 million, or 16.8%, primarily as a result of a reduction in
borrowings outstanding due to leases sold. As a percentage of revenues, interest
expense decreased by 2.4% to 5.2% in year ended December 31, 1997 from 7.6% in
the year ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $13.2 million in the year ended December 31, 1997 from
$11.1 million in the year ended December 31, 1996, an increase of $2.1 million,
or 19.0%, primarily as a result of salary increases to existing employees and
the hiring of additional personnel necessary to support the expansion of the
business. As a percentage of revenues, selling, general and administrative
expenses decreased by 0.5% to 14.6% in the year ended December 31, 1997 from
15.1% in the year ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $17.9 million in the year ended December 31, 1997
from $7.3 million in the year ended December 31, 1996, an increase of $10.5
million, or 143.4%. As a percentage of revenues, income from operations
increased by 9.9% to 19.9% in the year ended December 31, 1997 from 10.0% in the
year ended December 31, 1996.

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

Finance Income from Direct Financing and Sales-Type Leases. Finance income
from direct financing and sales-type leases increased to $9.3 million in the
year ended December 31, 1996 from $9.2 million in the year ended December 31,
1995, an increase of $0.2 million, or 1.7%, primarily as a result of the timing
of financings during 1996. As a percentage of revenues, finance income from
direct financing and sales-type leases increased by 1.6% to 12.7% in the year
ended December 31, 1996 from 11.1% in the year ended December 31, 1995.

Rental Income from Operating Leases. Rental income from operating leases
increased to $13.3 million in the year ended December 31, 1996 from $11.4
million in the year ended December 31, 1995, an increase of $1.9 million, or
16.5%, primarily as a result of increased volume of lease originations. As a
percentage of revenues, rental income from operating leases increased by 4.2% to
18.1% in the year ended December 31, 1996 from 13.9% in the year ended December
31, 1995.

Gain on Sale of Leases. Gain on sale of leases was zero in the years ended
December 31, 1996 and 1995.

Sales of Equipment. Income from sales of equipment decreased to $49.1
million in the year ended December 31, 1996 from $60.9 million in the year ended
December 31, 1995, a decrease of $11.7 million, or

45
<PAGE> 50

19.3% primarily as a result of increased customer demand for operating leases
and the cyclical nature of replacement schedules for customer equipment
acquisitions. As a percentage of revenues, income from sales of equipment
decreased by 6.9% to 67.0% in the year ended December 31, 1996 from 73.9% in the
year ended December 31, 1995.

Interest and Other Income. Interest and other income increased to $1.6
million in the year ended December 31, 1996 from $0.9 million in the year ended
December 31, 1995, an increase of $0.6 million or 67.6%, primarily as a result
of an increase in fees resulting from services provided to existing lease
customers. As a percentage of revenues, interest and other income increased by
1.0% to 2.1% in the year ended December 31, 1996 from 1.1% in the year ended
December 31, 1995.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $5.8 million in the year ended
December 31, 1996 from $4.5 million in the year ended December 31, 1995, an
increase of $1.3 million, or 29.2%, primarily as a result of an increase in the
amount of equipment held subject to operating leases. As a percentage of
revenues, depreciation on equipment under operating leases increased by 2.5% to
8.0% in the year ended December 31, 1996 from 5.5% in the year ended December
31, 1995.

Cost of Equipment Sold. Cost of equipment sold decreased to $43.5 million
in the year ended December 31, 1996 from $53.4 million in the year ended
December 31, 1995, a decrease of $9.9 million, or 18.6%, primarily as a result
of a decrease in sales of equipment. As a percentage of revenues, cost of
equipment sold decreased by 5.5% to 59.3% in the year ended December 31, 1996
from 64.8% in the year ended December 31, 1995.

Interest Expense. Interest expense decreased to $5.6 million in the year
ended December 31, 1996 from $5.8 million in the year ended December 31, 1995, a
decrease of $0.2 million, or 4.1%, primarily as a result of lower average
outstanding borrowings. As a percentage of revenues, interest expense increased
by 0.5% to 7.6% in year ended December 31, 1996 from 7.1% in the year ended
December 31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses decreased to $11.1 million in the year ended December 31, 1996 from
$11.8 million in the year ended December 31, 1995, a decrease of $0.7 million,
or 6.1%, primarily as a result of decreased commissions due to origination of
fewer sales-type leases. As a percentage of revenues, selling, general and
administrative expenses increased by 0.8% to 15.1% in the year ended December
31, 1996 from 14.3% in the year ended December 31, 1995.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $7.3 million in the year ended December 31, 1996
from $6.9 million in the year ended December 31, 1995, an increase of $0.5
million, or 6.8%. As a percentage of revenues income from operations increased
by 1.7% to 10.0% in the year ended December 31, 1996 from 8.3% in the year ended
December 31, 1995.

46
<PAGE> 51

K.L.C., INC.

Keystone provides lease financing for a variety of equipment, primarily
tractor trailers, embroidery machines and construction equipment to companies
throughout the United States. Upon origination, Keystone either retains the
lease for its portfolio, or sells the lease to a third party, while retaining
the servicing responsibility.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1995 1996 1997
--------------- ---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Finance income from direct financing
leases............................... $5,688 74.8% $ 7,967 52.2% $7,573 84.2%
Gain on sale of leases................. -- -- 5,363 35.2 -- --
Fees, commissions and remarketing
income............................... 1,652 21.7 1,338 8.8 772 8.6
Other income........................... 267 3.5 579 3.8 648 7.2
------ ------- ------
Total revenues.................... 7,607 100.0 15,247 100.0 8,993 100.0
------ ------- ------
Interest expense....................... 2,173 28.5 2,823 18.5 2,458 27.2
Selling, general and administrative.... 3,405 44.8 3,764 24.7 4,842 53.8
------ ------- ------
Total expenses.................... 5,578 73.3 6,587 43.2 7,300 81.2
------ ------- ------
Income from operations................. $2,029 26.7% $ 8,660 56.8% $1,693 18.8%
====== ======= ======
</TABLE>

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases decreased to $7.6 million in the year ended December 31, 1997
from $8.0 million in the year ended December 31, 1996, a decrease of $0.4
million, or 4.9%, primarily as a result of a decrease in the number of leases
held by Keystone due to the sale of a significant portion of the portfolio to a
third party in October 1996. As a percentage of revenues, finance income from
direct financing leases increased by 31.9% to 84.2% in the year ended December
31, 1997 from 52.3% in the year ended December 31, 1996.

Gain on Sale of Leases. Gain on sale of leases decreased to zero in the
year ended December 31, 1997 from $5.4 million in the year ended December 31,
1996. As a percentage of revenues, gain on sale of leases was 35.2% in the year
ended December 31, 1996.

Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income, which includes servicing income for the leases sold by
Keystone and remarketing of equipment, decreased to $0.8 million in the year
ended December 31, 1997 from $1.3 million in the year ended December 31, 1996, a
decrease of $0.6 million, or 42.3%, due to a decrease in the number of leases
serviced and equipment remarketed. Leases for which servicing ceased were
principally contained in portfolios sold in 1992 and 1994, for which Keystone
had retained servicing rights. As a percentage of revenues, fees, commissions
and remarketing income decreased by 0.2% to 8.6% in the year ended December 31,
1997 from 8.8% in the year ended December 31, 1996.

Other Income. Other income, which includes late fees, increased by
$69,000, or 11.9% to $0.6 million in the year ended December 31, 1997, as a
result of a decrease in late fees received due to the reduced number of leases
held by Keystone. As a percentage of revenues, other income increased by 3.4% to
7.2% in the year ended December 31, 1997 from 3.8% in the year ended December
31, 1996.

Interest Expense. Interest expense decreased to $2.5 million in the year
ended December 31, 1997 from $2.8 million in the year ended December 31, 1996, a
decrease of $0.4 million, or 12.9%, primarily as a result of the repayment of
borrowings associated with the leases sold by Keystone in October 1996. As a
percentage of revenues, interest expense increased by 8.8% to 27.3% in the year
ended December 31, 1997 from 18.5% in the year ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $4.8 million in the year ended December 31, 1997 from $3.8
million in the year ended December 31, 1996, an increase of

47
<PAGE> 52

$1.1 million, or 28.6%, primarily as a result of a higher provision for lease
losses and higher professional fees associated with collection of delinquent
leases and general corporate matters. As a percentage of revenues, selling,
general and administrative expenses increased by 29.1% to 53.8% in the year
ended December 31, 1997 from 24.7% in the year ended December 31, 1996.

Income from Operations. As a result of the factors discussed above,
principally the absence of gain on sale of leases in 1997 and the increase in
selling, general and administrative expenses over 1996, income from operations
decreased to $1.7 million in the year ended December 31, 1997 from $8.7 million
in the year ended December 31, 1996, a decrease of $7.0 million, or 80.5%. As a
percentage of revenues, income from operations decreased by 38.0% to 18.8% in
the year ended December 31, 1997 from 56.8% in the year ended December 31, 1996.

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $8.0 million in the year ended December 31, 1996
from $5.7 million in the year ended December 31, 1995, an increase of $2.3
million, or 40.1%, primarily as a result of increased lease originations. As a
percentage of revenues, finance income from direct financing leases decreased by
22.5% to 52.3% in the year ended December 31, 1996 from 74.8% in the year ended
December 31, 1995.

Gain on Sale of Leases. Gain on sale of leases increased to $5.4 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995, as a result of the sale of a portion of Keystone's portfolio to a third
party. As a percentage of revenues, gain on sale of leases was 35.2% in the year
ended December 31, 1996.

Fees, Commissions and Remarketing Income. Fees, commissions and
remarketing income decreased to $1.3 million in the year ended December 31, 1996
from $1.7 million in the year ended December 31, 1995, a decrease of $0.3
million, or 19.0%, due to a decrease in the number of leases serviced and a
decline in remarketing of equipment. Leases for which servicing ceased were
principally contained in portfolios sold in 1992 and 1994, for which Keystone
had retained servicing rights. As a percentage of revenues, fees, commissions
and remarketing income decreased by 12.9% to 8.8% in the year ended December 31,
1996 from 21.7% in the year ended December 31, 1995.

Other Income. Other income increased to $0.6 million in the year ended
December 31, 1996 from $0.3 million in the year ended December 31, 1995, an
increase of $0.3 million, or 116.9%, primarily as a result of increased
collection of late fees. As a percentage of revenues, other income increased by
0.3% to 3.8% in the year ended December 31, 1996 from 3.5% in the year ended
December 31, 1995.

Interest Expense. Interest expense increased to $2.8 million in the year
ended December 31, 1996 from $2.2 million in the year ended December 31, 1995,
an increase of $0.7 million, or 29.9%, primarily as a result of higher
outstanding average borrowings during the year ended December 31, 1996,
associated with the increase in the leases held by Keystone, until the sale of a
portion of the portfolio in October 1996. As a percentage of revenues, interest
expense decreased by 10.1% to 18.5% in the year ended December 31, 1996 from
28.6% in the year ended December 31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.8 million in the year ended December 31, 1996 from $3.4
million in the year ended December 31, 1995, an increase of $0.4 million, or
10.5%, as a result of increased professional fees, principally associated with
the sale of a portion of Keystone's lease portfolio. As a percentage of
revenues, selling, general and administrative expenses decreased by 20.1% to
24.7% in the year ended December 31, 1996 from 44.8% in the year ended December
31, 1995.

Income from Operations. As a result of the factors discussed above,
principally the gain on sale associated with the sale of a portion of Keystone's
lease portfolio, income from operations increased to $8.7 million in the year
ended December 31, 1996 from $2.0 million in the year ended December 31, 1995,
an increase of $6.6 million, or 326.8%. As a percentage of revenues, income from
operations increased by 30.1% to 56.8% in the year ended December 31, 1996 from
26.7% in the year ended December 31, 1995.

48
<PAGE> 53

MATRIX FUNDING CORPORATION

Matrix provides lease financing for a variety of equipment, primarily
computer, communication and electronic equipment, to companies throughout the
United States. Matrix originates the majority of its leases through its
telesales program. Matrix originates both direct financing leases and operating
leases. Upon origination, Matrix either sells the lease on a non-recourse basis,
or retains it for its own portfolio.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, SIX MONTHS ENDED DECEMBER 31,
--------------------------------------------------- ---------------------------------
1995 1996 1997 1996 1997
--------------- --------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and leveraged leases... $ 1,376 29.2% $ 2,331 47.4% $ 6,705 72.5% $ 2,753 70.9% $ 5,317 76.6%
Rental income from operating
leases........................... 1,098 23.3 1,062 21.6 985 10.7 437 11.3 443 6.4
Gain on sale of leases............. 1,729 36.7 1,034 21.0 1,070 11.6 462 11.9 539 7.8
Remarketing income................. 333 7.1 156 3.2 335 3.6 165 4.2 200 2.9
Other income....................... 173 3.7 333 6.8 148 1.6 67 1.7 438 6.3
------- ------- ------- ------- -------
Total revenues............. 4,709 100.0 4,916 100.0 9,243 100.0 3,884 100.0 6,937 100.0
------- ------- ------- ------- -------
Depreciation on equipment under
operating leases................. 897 19.0 805 16.4 835 9.0 355 9.1 374 5.4
Interest expense................... 506 10.7 765 15.6 2,773 30.0 1,015 26.1 2,191 31.6
Selling, general and
administrative................... 2,686 57.0 2,885 58.7 3,849 41.6 1,872 48.2 2,097 30.2
------- ------- ------- ------- -------
Total expenses............. 4,089 86.8 4,455 90.6 7,457 80.7 3,242 83.5 4,662 67.2
------- ------- ------- ------- -------
Income from operations............. $ 620 13.2% $ 461 9.4% $ 1,786 19.3% $ 642 16.5% $ 2,275 32.8%
======= ======= ======= ======= =======
</TABLE>

Six Months Ended December 31, 1997 Compared to Six Months Ended December 31,
1996

Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $5.3 million in the six
months ended December 31, 1997 from $2.8 million in the six months ended
December 31, 1996, an increase of $2.6 million, or 93.1%, primarily as a result
of Matrix retaining a greater number of the leases that it originated for its
own account, as well as an increased volume of lease originations due to the
hiring of additional telesales representatives and increased originations from
existing telesales representatives. As a percentage of revenues, finance income
from direct financing and leveraged leases increased by 5.7% to 76.6% in the six
months ended December 31, 1997 from 70.9% in the six months ended December 31,
1996.

Rental Income from Operating Leases. Rental income from operating leases
was $0.4 million in the six months ended December 31, 1997 and 1996. As a
percentage of revenues, rental income from operating leases decreased by 4.9% to
6.4% in the six months ended December 31, 1997 from 11.3% in the six months
ended December 31, 1996.

Gain of Sale of Leases. Gain on sale of leases was $0.5 million in the six
months ended December 31, 1997 and 1996. As a percentage of revenues, gain on
sale of leases decreased by 4.1% to 7.8% in the six months ended December 31,
1997 from 11.9% in the six months ended December 31, 1996.

Remarketing Income. Remarketing income was $0.2 million in the six months
ended December 31, 1997 and 1996. As a percentage of revenues, remarketing
income decreased by 1.3% to 2.9% in the six months ended December 31, 1997 from
4.2% in the six months ended December 31, 1996.

Other Income. Other income, which includes late fees, filing and
administrative fees and discounts, increased to $0.4 million in the six months
ended December 31, 1997 from $67,000 in the six months ended
49
<PAGE> 54

December 31, 1996, an increase of $0.4 million, or 553.3%, primarily as a result
of the increased volume of lease originations. As a percentage of revenues,
other income increased by 4.6% to 6.3% in the six months ended December 31, 1997
from 1.7% in the six months ended December 31, 1996.

Depreciation on Equipment Under Operating Leases. Depreciation on
equipment under operating leases was $0.4 million in the six months ended
December 31, 1997 and 1996. As a percentage of revenues, depreciation in
equipment under operating leases decreased by 3.7% to 5.4% in the six months
ended December 31, 1997 from 9.1% in the six months ended December 31, 1996.

Interest Expense. Interest expense increased to $2.2 million in the six
months ended December 31, 1997 from $1.0 million in the six months ended
December 31, 1996, an increase of $1.2 million, or 115.9%, as a result of
increased borrowing associated with Matrix retaining a greater number of the
leases that it originated. As a percentage of revenues, interest expense
increased by 5.5% to 31.6% in the six months ended December 31, 1997 from 26.1%
in the six months ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.1 million in the six months ended December 31, 1997
from $1.9 million in the six months ended December 31, 1996, an increase of $0.2
million, or 12.0%, primarily as a result of the hiring of additional telesales
representatives. As a percentage of revenues, selling, general and
administrative expenses decreased by 18.0% to 30.2% in the six months ended
December 31, 1997 from 48.2% in the six months ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $2.3 million in the six months ended December 31,
1997 from $0.6 million in the six months ended December 31, 1996, an increase of
$1.6 million, or 254.4%. As a percentage of revenues, income from operations
increased by 16.3% to 32.8% in the six months ended December 31, 1997 from 16.5%
in the six months ended December 31, 1996.

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $6.7 million in the year
ended June 30, 1997 from $2.3 million in the year ended June 30, 1996, an
increase of $4.4 million, or 187.6%, primarily as a result of Matrix retaining a
greater number of the leases that it originated for its own account, as well as
an increased volume of lease originations due to the hiring of additional
telesales representatives and increased originations from existing telesales
representatives. As a percentage of revenues, finance income from direct
financing and leveraged leases increased by 25.1% to 72.5% in the year ended
June 30, 1997 from 47.4% in the year ended June 30, 1996.

Rental Income from Operating Leases. Rental income from operating leases
decreased to $1.0 million in the year ended June 30, 1997 from $1.1 million in
the year ended June 30, 1996, a decrease of $77,000, or 7.2%, as a result of new
lease originations consisting primarily of direct financing leases. As a
percentage of revenues, rental income from operating leases decreased by 10.9%
to 10.7% in the year ended June 30, 1997 from 21.6% in the year ended June 30,
1996.

Gain on Sale of Leases. Gain on sale of leases increased to $1.1 million
in the year ended June 30, 1997 from $1.0 million in the year ended June 30,
1996, an increase of $36,000 or 3.5%. As a percentage of revenues, gain on sale
of leases decreased by 9.4% to 11.6% in the year ended June 30, 1997 from 21.0%
in the year ended June 30, 1996.

Remarketing Income. Remarketing income increased to $0.3 million in the
year ended June 30, 1997 from $0.2 million in the year ended June 30, 1996, an
increase of $0.2 million, or 115.6%, primarily as a result of an increase in
lease expirations for leases sold to third parties in which Matrix retained
remarketing rights. As a percentage of revenues, remarketing income increased by
0.4% to 3.6% in the year ended June 30, 1997 from 3.2% in the year ended June
30, 1996.

50
<PAGE> 55

Other Income. Other income decreased to $0.1 million in the year ended
June 30, 1997 from $0.3 million in the year ended June 30, 1996, a decrease of
$0.2 million, or 55.6%. As a percentage of revenues, other income decreased by
5.2% to 1.6% in the year ended June 30, 1997 from 6.8% in the year ended June
30, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases was $0.8 million in the years ended June 30,
1997 and 1996. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 7.4% to 9.0% in the year ended June 30, 1997 from
16.4% in the year ended June 30, 1996.

Interest Expense. Interest expense increased to $2.8 million in the year
ended June 30, 1997 from $0.8 million in the year ended June 30, 1996, an
increase of $2.0 million, or 262.5%, as a result of increased borrowing
associated with Matrix retaining a greater number of the leases that it
originated. As a percentage of revenues, interest expense increased by 14.4% to
30.0% in the year ended June 30, 1997 from 15.6% in the year ended June 30,
1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.8 million in the year ended June 30, 1997 from $2.9
million in the year ended June 30, 1996, an increase of $1.0 million, or 33.4%,
primarily as a result of the expanded implementation of the telesales program,
including hiring of additional telesales representatives, increased expenses,
including telephone expenses, and an increased allowance for bad debts, due to
the greater number of leases retained by Matrix. As a percentage of revenues,
selling, general and administrative expenses decreased by 17.1% to 41.6% in the
year ended June 30, 1997 from 58.7% in the year ended June 30, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $1.8 million in the year ended June 30, 1997 from
$0.5 million in the year ended June 30, 1996, an increase of $1.3 million, or
287.1%. As a percentage of revenues, income from operations increased by 9.9% to
19.3% in the year ended June 30, 1997 from 9.4% in the year ended June 30, 1996.

Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

Finance Income from Direct Financing and Leveraged Leases. Finance income
from direct financing and leveraged leases increased to $2.3 million in the year
ended June 30, 1996 from $1.4 million in the year ended June 30, 1995, an
increase of $1.0 million, or 69.6%, primarily as a result of Matrix retaining a
greater number of the leases that it originated for its own account, as well as
an increased volume of lease originations due to the hiring of additional
telesales representatives and increased originations from existing telesales
representatives. As a percentage of revenues, finance income from direct
financing and leveraged leases increased by 18.2% to 47.4% in the year ended
June 30, 1996 from 29.2% in the year ended June 30, 1995.

Rental Income from Operating Leases. Rental income from operating leases
was $1.1 million in the years ended June 30, 1996 and 1995. As a percentage of
revenues, rental income from operating leases decreased by 1.7% to 21.6% in the
year ended June 30, 1996 from 23.3% in the year ended June 30, 1995.

Gain on Sale of Leases. Gain on sale of leases decreased to $1.0 million
in the year ended June 30, 1996 from $1.7 million in the year ended June 30,
1995, a decrease of $0.7 million, or 40.2%. As a percentage of revenues, gain on
sale of leases decreased by 15.7% to 21.0% in the year ended June 30, 1996 from
36.7% in the year ended June 30, 1995.

Remarketing Income. Remarketing income decreased to $0.2 million in the
year ended June 30, 1996 from $0.3 million in the year ended June 30, 1995, a
decrease of $0.2 million, or 53.3%, attributable to several significant
remarketings on behalf of investors in the year ended June 30, 1995. As a
percentage of revenues, remarketing income decreased by 3.9% to 3.2% in the year
ended June 30, 1996 from 7.1% in the year ended June 30, 1995.

51
<PAGE> 56

Other Income. Other income increased to $0.3 million in the year ended
June 30, 1996 from $0.2 million in the year ended June 30, 1995, an increase of
$0.2 million, or 92.8%. As a percentage of revenues, other income increased by
3.1% to 6.8% in the year ended June 30, 1996 from 3.7% in the year ended June
30, 1995.

Depreciation on Equipment Under Operating Leases. Depreciation on
equipment under operating leases decreased to $0.8 million in the year ended
June 30, 1996 from $0.9 million in the year ended June 30, 1995, a decrease of
$0.1 million, or 10.3%, primarily as a result of Matrix originating primarily
direct financing leases. As a percentage of revenues, depreciation on equipment
under operating leases decreased by 2.6% to 16.4% in the year ended June 30,
1996 from 19.0% in the year ended June 30, 1995.

Interest Expense. Interest expense increased to $0.8 million in the year
ended June 30, 1996 from $0.5 million in the year ended June 30, 1995, an
increase of $0.3 million, or 51.3%, as a result of increased borrowing
associated with Matrix retaining a greater number of the leases that it
originated. As a percentage of revenues, interest expense increased by 4.9% to
15.6% in the year ended June 30, 1996 from 10.7% in the year ended June 30,
1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.9 million in the year ended June 30, 1996 from $2.7
million in the year ended June 30, 1995, an increase of $0.2 million, or 7.4%,
primarily as a result of the hiring of additional personnel, principally
telesales representatives. As a percentage of revenues, selling, general and
administrative expenses increased by 1.7% to 58.7% in the year ended June 30,
1996 from 57.0% in the year ended June 30, 1995.

Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.5 million in the year ended June 30, 1996 from
$0.6 million in the year ended June 30, 1995, a decrease of $0.2 million, or
25.6%. As a percentage of revenues, income from operations decreased by 3.8% to
9.4% in the year ended June 30, 1996 from 13.2% in the year ended June 30, 1995.

52
<PAGE> 57

MERRIMAC FINANCIAL ASSOCIATES

Merrimac provides equipment financing to operating companies that are
engaged in the coin-operated, vending, amusement and coffee service businesses.
Merrimac provides direct finance leasing to the operating companies and has a
recourse agreement with the equipment vendor in the event of default by the
lessee. Merrimac retains the leases it originates for its own portfolio.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997
--------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Finance income from direct financing leases............ $1,977 90.9% $1,930 92.8%
Other income........................................... 199 9.1 149 7.2
------ ------
Total revenues............................... 2,176 100.0 2,079 100.0
------ ------
Interest expense....................................... 683 31.4 663 31.9
Selling, general and administrative.................... 814 37.4 805 38.7
------ ------
Total expenses............................... 1,497 68.8 1,468 70.6
------ ------
Income from operations................................. $ 679 31.2% $ 611 29.4%
====== ======
</TABLE>

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases decreased to $1.9 million in the year ended December 31, 1997
from $2.0 million in the year ended December 31, 1996, a decrease of $47,000, or
2.4%, primarily as a result of the loss of customers to a competitor that offers
leases to lessees without requiring a recourse agreement from the equipment
vendor. As a percentage of revenues, finance income from direct financing leases
increased by 1.9% to 92.8% in the year ended December 31, 1997 from 90.9% in the
year ended December 31, 1996.

Other Income. Other income, which includes late fees and administrative
fees, decreased to $0.1 million in the year ended December 31, 1997 from $0.2
million in the year ended December 31, 1996, a decrease of $50,000, or 25.1%,
primarily as a result of a decrease in administrative fees charged for servicing
the liquidation of certain lease portfolios. As a percentage of revenues, other
income decreased by 1.9% to 7.2% in the year ended December 31, 1997 from 9.1%
in the year ended December 31, 1996.

Interest Expense. Interest expense decreased by $20,000 to $0.7 million in
the year ended December 31, 1997, a decrease of 2.9%, primarily as a result of a
decrease in the average debt outstanding, and a decrease in the interest rate
and commitment fee applicable to Merrimac's credit facility. As a percentage of
revenues, interest expense increased by 0.5% to 31.9% in the year ended December
31, 1997 from 31.4% in the year ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses remained relatively constant at $0.8 million in the years ended
December 31, 1997 and 1996. As a percentage of revenues, selling, general and
administrative expenses increased by 1.3% to 38.7% in the year ended December
31, 1997 from 37.4% in the year ended December 31, 1996, primarily as a result
of increased compensation to owner/employees, partially offset by a decrease in
the provision for lease losses.

Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.6 million in the year ended December 31, 1997
from $0.7 million in the year ended December 31, 1996, a decrease of $0.1
million, or 10.0%. As a percentage of revenues, income from operations decreased
by 1.8% to 29.4% in the year ended December 31, 1997 from 31.2% in the year
ended December 31, 1996.

53
<PAGE> 58

MUNICIPAL CAPITAL MARKETS GROUP, INC.

MCMG arranges for the financing of bonds and leases primarily for
community-based mental health/mental retardation facilities and correctional
facilities. MCMG is a registered broker-dealer and places the leases that it
arranges with institutional investors. Substantially all of MCMG's revenue is
derived from underwriting and advisory income.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1995 1996 1997
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Underwriting and advisory income...... $ 782 66.7% $1,482 81.7% $3,358 74.7%
Brokerage fee income.................. -- -- -- -- 790 17.6
Management fee income................. 147 12.5 184 10.1 164 3.6
Mutual fund fee income................ -- -- 104 5.7 102 2.3
Consulting fees....................... 200 17.1 -- -- -- --
Other income.......................... 43 3.7 43 2.4 83 1.8
------ ------ ------
Total revenues................... 1,172 100.0 1,813 100.0 4,497 100.0
------ ------ ------
Commission expense.................... 809 69.0 1,186 65.4 3,077 68.4
Underwriting expenses................. 119 10.2 220 12.1 726 16.1
Management fee expenses............... 104 8.9 124 6.8 109 2.4
Selling, general and administrative... 236 20.1 215 11.9 266 5.9
------ ------ ------
Total expenses................... 1,268 108.2 1,745 96.2 4,178 92.9
------ ------ ------
Income (loss) from operations......... $ (96) (8.2)% $ 68 3.8% $ 319 7.1%
====== ====== ======
</TABLE>

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

Underwriting and Advisory Income. Underwriting and advisory income
increased to $3.4 million in the year ended December 31, 1997 from $1.5 million
in the year ended December 31, 1996, an increase of $1.9 million, or 126.6%,
primarily as a result of transactions generated by a recently opened branch
office in Denver, Colorado and an overall increase in the volume of
transactions. As a percentage of revenues, underwriting and advisory income
decreased by 7.0% to 74.7% in the year ended December 31, 1997 from 81.7% in the
year ended December 31, 1996.

Brokerage Fee Income. Brokerage fee income increased to $0.8 million in
the year ended December 31, 1997 from zero in the year ended December 31, 1996.
MCMG commenced the business of brokerage of other financial products in the year
ended December 31, 1997. As a percentage of revenues, brokerage fee income was
17.6% in the year ended December 31, 1997.

Management Fee Income. Management fee income decreased by $20,000, or
10.9%, to $0.2 million in the year ended December 31, 1997, as a result of the
transfer of a portion of clients' investments into an investment vehicle with a
front-end fee. As a percentage of revenues, management fee income decreased by
6.5% to 3.6% in the year ended December 31, 1997 from 10.1% in the year ended
December 31, 1996.

Mutual Fund Fee Income. Mutual fund fee income was $0.1 million in the
years ended December 31, 1997 and 1996. As a percentage of revenues, mutual fund
fee income decreased by 3.4% to 2.3% in the year ended December 31, 1997 from
5.7% in the year ended December 31, 1996.

Other Income. Other income, which primarily includes reimbursement income
for expenses, increased by $40,000, or 93.0% to $0.1 million in the year ended
December 31, 1997. As a percentage of revenues, other

54
<PAGE> 59

income decreased by 0.6% to 1.8% in the year ended December 31, 1997 from 2.4%
in the year ended December 31, 1996.

Commission Expense. Commission expense increased to $3.1 million in the
year ended December 31, 1997 from $1.2 million in the year ended December 31,
1996, an increase of $1.9 million or 159.4%, primarily as a result of the
increased number of transactions. As a percentage of revenues, commission
expense increased by 3.0% to 68.4% in the year ended December 31, 1997 from
65.4% in the year ended December 31, 1996.

Underwriting Expenses. Underwriting expenses increased to $0.7 million in
the year ended December 31, 1997 from $0.2 million in the year ended December
31, 1996, an increase of $0.5 million, or 230.0%, primarily as a result of the
increased number of transactions. As a percentage of revenues, underwriting
expense increased by 4.0% to 16.1% in the year ended December 31, 1997 from
12.1% in the year ended December 31, 1996.

Management Fee Expenses. Management fee expenses, which include the cost
of marketing and managing a money market fund for social service providers in
Illinois, decreased by $15,000, or 12.1%, to $0.1 million in the year ended
December 31, 1997. As a percentage of revenue, management fee expenses decreased
by 4.4% to 2.4% in the year ended December 31,1997 from 6.8% in the year ended
December, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $0.3 million in the year ended December 31, 1997 from $0.2
million in the year ended December 31, 1996, an increase of $51,000, or 23.7%,
primarily as a result of expenses attributable to MCMG's new office in
Uniondale, New York and the increase in variable costs associated with the
increased number of transactions. As a percentage of revenues, selling, general
and administrative expenses decreased by 6.0% to 5.9% in the year ended December
31, 1997 from 11.9% in the year ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $0.3 million in the year ended December 31, 1997
from $0.1 million in the year ended December 31, 1996, an increase of $0.3
million, or 369.1%. As a percentage of revenues, income from operations
increased by 3.3% to 7.1% in the year ended December 31, 1997 from 3.8% in the
year ended December 31, 1996.

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

Underwriting and Advisory Income. Underwriting and advisory income
increased to $1.5 million in the year ended December 31, 1996 from $0.8 million
in the year ended December 31, 1995, an increase of $0.7 million, or 89.5%,
primarily as a result of the increased volume of transactions. As a percentage
of revenues, underwriting and advisory income increased by 15.0% to 81.7% in the
year ended December 31, 1996 from 66.7% in the year ended December 31, 1995.

Management Fee Income. Management fee income increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $37,000, or 25.2%, primarily as a result of the
increase in the number of clients utilizing MCMG's money market mutual fund. As
a percentage of revenues, management fee income decreased by 2.4% to 10.1% in
the year ended December 31, 1996 from 12.5% in the year ended December 31, 1995.

Mutual Fund Fee Income. Mutual fund fee income increased to $0.1 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995. MCMG began setting up and overseeing 401(k) retirement plans for small
businesses during the year ended December 31, 1996. As a percentage of revenues,
mutual fund fee income was 5.7% in the year ended December 31, 1996.

Consulting Fees. Consulting fees decreased to zero in the year ended
December 31, 1995 from $0.2 million the year ended December 31, 1995, as a
result of a consulting fee received in connection with the sale of a retirement
facility in 1995. As a percentage of revenues, consulting fees was 17.1% in the
year ended December 31, 1995.

55
<PAGE> 60

Other Income. Other income was $43,000 in the years ended December 31,
1996 and 1995. As a percentage of revenues, other income decreased by 1.3% to
2.4% in the year ended December 31, 1996 from 3.7% in the year ended December
31, 1995.

Commission Expense. Commission expense increased to $1.2 million in the
year ended December 31, 1996 from $0.8 million in the year ended December 31,
1995, an increase of $0.4 million, or 46.6%, primarily as a result of the
increased number of transactions. As a percentage of revenues, commission
expense decreased by 3.6% to 65.4% in the year ended December 31, 1996 from
69.0% in the year ended December 31, 1995.

Underwriting Expenses. Underwriting expenses increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $0.1 million, or 84.9%, primarily as a result of the
increased number of transactions. As a percentage of revenues, underwriting
expenses increased by 1.9% to 12.1% in the year ended December 31, 1996 from
10.2% in the year ended December 31, 1995.

Management Fee Expenses. Management fee expenses, which are a percentage
of management fee income, increased by $20,000, or 19.2%, to $0.1 million in the
year ended December 31, 1996, as a result of the increase in management fee
income. As a percentage of revenues, management fee expenses decreased by 2.1%
to 6.8% in the year ended December 31, 1996 from 8.9% in the year ended December
31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses decreased by $21,000, or 8.9%, to $0.2 million in the year ended
December 31, 1996, as a result of costs incurred in the year ended December 31,
1995 associated with an arbitration action filed by MCMG against another
securities broker-dealer, partially offset by contributions to a retirement plan
established by MCMG in the year ended December 31, 1996. As a percentage of
revenues, general and administrative expenses decreased by 8.2% to 11.9% in the
year ended December 31, 1996 from 20.1% in the year ended December 31, 1995.

Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.1 million in the year ended December 31,
1996 from ($0.1) million in the year ended December 31, 1995, an increase of
$0.2 million. As a percentage of revenues, income from operations increased by
12.0% to 3.8% in the year ended December 31, 1996 from (8.2%) in the year ended
December 31, 1995.

56
<PAGE> 61

THE NSJ GROUP

NSJ provides lease financing for commercial jet aircraft and jet aircraft
engines to commercial airlines and engages in the purchase and sale of aircraft
for its own account, as well as remarketing activities on behalf of airlines,
financial institutions and other leasing companies. NSJ arranges financing for
each aircraft that it purchases, and either sells the lease to investors on a
non-recourse basis or holds the lease in its portfolio. NSJ acquires aircraft
and aircraft engines for its portfolio with a combination of equity capital and
debt financing.

NSJ's revenues are derived primarily from the sale and remarketing of
aircraft and rentals of aircraft. NSJ's leases are operating leases and revenues
are recognized over the life of the lease as rentals are earned. Revenues from
NSJ's remarketing activities consist primarily of gains on the sale of aircraft
from NSJ's portfolio and also include fees and commissions earned from
remarketing on behalf of third parties. Interest income is derived from notes
receivable and investment of cash. Due in part to the substantial purchase price
of aircraft, NSJ's operating results can fluctuate significantly, based in part
on the timing of sales of aircraft and commissions on sales of aircraft.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1995 1996 1997
--------------- --------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Rental income from operating
leases............................. $1,757 19.7% $3,343 94.6% $ 7,320 42.1%
Sales of equipment................... 7,084 79.5 -- -- 9,560 55.0
Interest and other income............ 75 0.8 191 5.4 511 2.9
------ ------ -------
Total revenues.................. 8,916 100.0 3,534 100.0 17,391 100.0
------ ------ -------
Depreciation on equipment under
operating leases................... 740 8.3 1,124 31.8 1,866 10.7
Cost of equipment sold............... 6,271 70.3 -- -- 8,723 50.2
Interest expense..................... 938 10.5 1,810 51.2 3,034 17.4
Selling, general and
administrative..................... 741 8.3 1,270 35.9 3,015 17.3
------ ------ -------
Total expenses.................. 8,690 97.5 4,204 119.0 16,638 95.7
------ ------ -------
Income (loss) from operations........ $ 226 2.5% $ (670) (19.0%) $ 753 4.3%
------ ------ -------
Equity in net earnings (loss) of
affiliated companies............... (5) -- 896 -- 3,996 --
</TABLE>

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

Rental Income from Operating Leases. Rental income from operating leases
increased to $7.3 million in the year ended December 31, 1997 from $3.3 million
in the year ended December 31, 1996, an increase of $4.0 million, or 119.0%,
primarily due to the lease of additional aircraft purchased during the fourth
quarter of 1996 and during 1997. As a percentage of revenues, rental income from
operating leases decreased by 52.5% to 42.1% in the year ended December 31, 1997
from 94.6% in the year ended December 31, 1996.

Sales of Equipment. Income from sales of equipment increased to $9.6
million in the year ended December 31, 1997 from zero in the year ended December
31, 1996, due to the sale of a Boeing 727-200 aircraft. As a percentage of
revenues, income from sales of equipment was 55.0% in the year ended December
31, 1997.

Interest and Other Income. Interest and other income increased to $0.5
million in the year ended December 31, 1997 from $0.2 million in the year ended
December 31, 1996, an increase of $0.3 million, or 167.5%, primarily as a result
of income attributable to a settlement with a lessee in December 1997, relating
to

57
<PAGE> 62

the return condition of an aircraft. As a percentage of revenues, interest and
other income decreased by 2.5% to 2.9% in the year ended December 31, 1997 from
5.4% in the year ended December 31, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $1.9 million in the year ended
December 31, 1997 from $1.1 million in the year ended December 31, 1996, an
increase of $0.7 million, or 66.0%, due to the increased number of aircraft in
NSJ's portfolio. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 21.1% to 10.7% in the year ended December 31, 1997
from 31.8% in the year ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold of $8.7 million in the year
ended December 31, 1997 relates to the purchase and sale of a Boeing 727-200 in
1997. As a percentage of revenues, cost of equipment sold amounted to 50.2% in
the year ended December 31, 1997.

Interest Expense. Interest expense increased to $3.0 million in the year
ended December 31, 1997 from $1.8 million in the year ended December 31, 1996,
an increase of $1.2 million, or 67.6% as a result of increased borrowings
associated with additional aircraft purchased in the fourth quarter of 1996 and
in 1997. As a percentage of revenues, interest expense decreased by 33.8% to
17.4% in the year ended December 31, 1997 from 51.2% in the year ended December
31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses, including commission expenses, all of which were paid to Cauff
Lippman, increased to $3.0 million in the year ended December 31, 1997 from $1.3
million in the year ended December 31, 1996, an increase of $1.7 million, or
137.4%, primarily as a result of expenses associated with NSJ's increased volume
of operating leases and buying and selling of aircraft with Cauff Lippman,
partially offset by a reduction in compensation to stockholder/employees. As a
percentage of revenues, selling, general and administrative expenses decreased
by 18.6% to 17.3% in the year ended December 31, 1997 from 35.9% in the year
ended December 31, 1996.

Income (Loss) from Operations. As a result of the factors discussed above,
income from operations increased to $0.8 million in the year ended December 31,
1997 from ($0.7) million in the year ended December 31, 1996, an increase of
$1.4 million. As a percentage of revenues, operating income increased by 23.3%
to 4.3% in the year ended December 31, 1997 from (19.0)% in the year ended
December 31, 1996.

Equity in Net Earnings (Loss) of Affiliated Companies. Equity in net
earnings of affiliated companies increased to $4.0 million in the year ended
December 31, 1997 from $0.9 million in the year ended December 31, 1996, an
increase of $3.1 million, or 346.0%, as a result of an increase in the number of
aircraft sales by affiliated companies in the year ended December 31, 1997,
compared to the year ended December 31, 1996.

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

Rental Income from Operating Leases. Rental income from operating leases
increased to $3.3 million in the year ended December 31, 1996 from $1.8 million
in the year ended December 31, 1995, an increase of $1.6 million, or 90.3%,
primarily due to the lease of additional aircraft purchased during the fourth
quarter of 1995 and during 1996. As a percentage of revenues, rental income from
operating leases increased by 74.9% to 94.6% in the year ended December 31, 1996
from 19.7% in the year ended December 31, 1995.

Sales of Equipment. Income from sales of equipment decreased to zero in
the year ended December 31, 1996 from $7.1 million in the year ended December
31, 1995. As a percentage of revenues, income from sales of equipment was 79.5%
in the year ended December 31, 1995.

Interest and Other Income. Interest income increased to $0.2 million in
the year ended December 31, 1996 from $0.1 million in the year ended December
31, 1995, an increase of $0.1 million, or 154.7%. The increase was primarily
attributable to income from a single commission in 1996. As a percentage of
revenues, interest and other income increased by 4.6% to 5.4% in the year ended
December 31, 1996 from 0.8% in the year ended December 31, 1995.

58
<PAGE> 63

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $1.1 million in the year ended
December 31, 1996 from $0.7 million in the year ended December 31, 1995, an
increase of $0.4 million, or 51.9%, due to the increased number of aircraft in
NSJ's portfolio. As a percentage of revenues, depreciation on equipment under
operating leases increased by 23.5% to 31.8% in the year ended December 31, 1996
from 8.3% in the year ended December 31, 1995.

Cost of Equipment Sold. Cost of equipment sold decreased to zero in the
year ended December 31, 1996 from $6.3 million in the year ended December 31,
1995, due to sales of aircraft in the year ended December 31, 1995 and no sales
of aircraft in the year ended December 31, 1996. As a percentage of revenues,
cost of equipment sold amounted to 70.3% in the year ended December 31, 1995.

Interest Expense. Interest expense increased to $1.8 million in the year
ended December 31, 1996 from $0.9 million in the year ended December 31, 1995,
an increase of $0.9 million, or 93.0% as a result of increased borrowings
associated with additional aircraft purchased in the fourth quarter of 1995 and
in 1996. As a percentage of revenues, interest expense increased by 40.7% to
51.2% in the year ended December 31, 1996 from 10.5% in the year ended December
31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $1.3 million in the year ended December 31, 1996 from $0.7
million in the year ended December 31, 1995, an increase of $0.5 million, or
71.4%, primarily as a result of expenses associated with a Boeing 737-200
aircraft purchased by NSJ which required a high level of marketing and technical
support. As a percentage of revenues, selling, general and administrative
expenses increased by 27.6% to 35.9% in the year ended December 31, 1996 from
8.3% in the year ended December 31, 1995.

Income (Loss) from Operations. As a result of the factors discussed above,
income (loss) from operations decreased to ($0.7) million in the year ended
December 31, 1996 from $0.2 million in the year ended December 31, 1995, a
decrease of $0.9 million, or 396.5%. As a percentage of revenues, income (loss)
from operations decreased by 21.5% to (19.0%) in the year ended December 31,
1996 from 2.5% in the year ended December 31, 1995.

Equity in Net Earnings (Loss) of Affiliated Companies. Equity in net
earnings (loss) of affiliated companies increased to $0.9 million in the year
ended December 31, 1996 from ($5,000) in the year ended December 31, 1995 due to
the affiliated companies having no leasing or sales activities in the year ended
December 31, 1995.

59
<PAGE> 64

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

PFSC provides servicing and processing services to leasing companies,
including lease accounting for both financial reporting and federal income tax
purposes, lien searches, UCC filings, asset tracking, insurance tracking,
preparation of sales, use and property tax returns, invoicing and collections.
PFSC derives its revenues from servicing fees, including set-up, monthly and
conversion fees.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1997
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Servicing fees..................................... $ 1,322 100.0% $ 1,480 100.0%
------- -------
Total revenues................................ 1,322 100.0 1,480 100.0
------- -------
Selling, general and administrative................ 3,356 253.9 3,356 226.8
------- -------
Total expenses................................ 3,356 253.9 3,356 226.8
------- -------
Loss from operations............................... $(2,034) (153.9)% $(1,876) (126.8)%
======= =======
</TABLE>

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

Servicing Fees. Servicing fees increased to $1.5 million in the year ended
December 31, 1997 from $1.3 million in the year ended December 31, 1996, an
increase of $0.2 million or 12.0% as a result of an increase in the number of
leases serviced.

Selling, General and Administrative. Selling, general, and administrative
expenses were $3.4 million in the years ended December 31, 1997 and 1996.
Increased expenses in the year ended December 31, 1997 include hiring additional
information technology, customer service and sales personnel associated with
broadening the services available to clients, and were offset by a decrease in
depreciation expense due to write downs of obsolete computer equipment in the
year ended December 31, 1996. As a percentage of revenues, selling, general, and
administrative expenses decreased by 27.1% to 226.8% in the year ended December
31, 1997 from 253.9% in the year ended December 31, 1996.

Loss from Operations. Loss from operations, which was primarily the result
of costs incurred in connection with updating and broadening PFSC's capabilities
to provide lease and loan portfolio servicing to third parties, decreased to
($1.9) million in the year ended December 31, 1997 from ($2.0) million in the
year ended December 31, 1996, a decrease of $0.2 million or 7.8%. As a
percentage of revenues, loss from operations decreased by 27.1% to (126.8%) in
the year ended December 31, 1997 from (153.9%) in the year ended December 31,
1996.

60
<PAGE> 65

VARILEASE CORPORATION

Varilease provides lease financing for high-technology equipment, primarily
computers, workstations/desktops, servers and telecommunications equipment, to
Fortune 1000 companies and other businesses throughout the United States. Upon
origination of a lease, Varilease either sells the lease to a third party on a
non-recourse basis or retains the lease for its portfolio.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, THREE MONTHS ENDED DECEMBER 31,
------------------------------------------------------- ----------------------------------
1995 1996 1997 1996 1997
---------------- ---------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from
direct financing
leases............... $ 1,716 13.8% $ 3,759 21.9% $ 6,572 16.8% $1,469 23.8% $ 1,653 16.0%
Rental income from
operating leases..... 4,365 35.1 5,374 31.4 10,240 26.2 2,168 35.2 3,035 29.3
Gain on sale of
leases............... 1,478 11.9 2,054 12.0 4,953 12.7 647 10.5 2,210 21.3
Sales of equipment..... 3,854 31.0 3,890 22.7 12,197 31.3 1,042 16.9 1,147 11.1
Remarketing income..... 832 6.7 1,967 11.5 4,913 12.6 793 12.9 2,269 21.9
Other income........... 177 1.4 82 0.5 138 0.4 42 0.7 47 0.5
------- ------- ------- ------ -------
Total revenues..... 12,422 100.0 17,126 100.0 39,013 100.0 6,161 100.0 10,361 100.0
------- ------- ------- ------ -------
Depreciation on
equipment under
operating leases..... 3,319 26.7 3,904 22.8 7,915 20.3 1,130 18.3 2,338 22.6
Cost of equipment
sold................. 2,923 23.5 3,719 21.7 10,091 25.9 716 11.6 790 7.6
Interest expense....... 2,231 18.0 3,524 20.6 6,297 16.1 1,185 19.2 1,811 17.5
Selling, general and
administrative....... 3,575 28.8 5,712 33.4 8,449 21.7 1,960 31.8 1,476 14.2
------- ------- ------- ------ -------
Total expenses..... 12,048 97.0 16,859 98.4 32,752 84.0 4,991 81.0 6,415 61.9
------- ------- ------- ------ -------
Income from
operations........... $ 374 3.0% $ 267 1.6% $ 6,261 16.0% $1,170 19.0% $ 3,946 38.1%
======= ======= ======= ====== =======
</TABLE>

Three Months Ended December 31, 1997 Compared to Three Months Ended December 31,
1996

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $1.7 million in the three months ended December
31, 1997 from $1.5 million in the three months ended December 31, 1996, an
increase of $0.2 million, or 12.5%, primarily as a result of Varilease retaining
a greater portion of leases for its own account. As a percentage of revenues,
finance income from direct financing leases decreased by 7.8% to 16.0% in the
three months ended December 31, 1997 from 23.8% in the three months ended
December 31, 1996.

Rental Income from Operating Leases. Rental income from operating leases
increased to $3.0 million in the three months ended December 31, 1997 from $2.2
million in the three months ended December 31, 1996, an increase of $0.9
million, or 40.0%, primarily as a result of increased lease originations. As a
percentage of revenues, income from operating leases decreased by 5.9% to 29.3%
in the three months ended December 31, 1997 from 35.2% in the three months ended
December 31, 1996.

Gain on Sale of Leases. Gain on sale of leases increased to $2.2 million
in the three months ended December 31, 1997 from $0.6 million in the three
months ended December 31, 1996, an increase of $1.6 million, or 241.6%,
primarily as a result of increased originations. As a percentage of revenues,
gain on sale of leases increased by 10.8% to 21.3% in the three months ended
December 31, 1997 from 10.5% in the three months ended December 31, 1996.

Sales of Equipment. Income from sales of equipment increased to $1.1
million in the three months ended December 31, 1997 from $1.0 million in the
three months ended December 31, 1996, an increase of $0.1 million,

61
<PAGE> 66

or 10.1%. As a percentage of revenues, income from sales of equipment decreased
by 5.8% to 11.1% in the three months ended December 31, 1997 from 16.9% in the
three months ended December 31, 1996.

Remarketing Income. Remarketing income increased to $2.3 million in the
three months ended December 31, 1997 from $0.8 million in the three months ended
December 31, 1996, an increase of $1.5 million, or 186.1%, primarily as a result
of proceeds associated with the remarketing agreement awarded to Varilease in
connection with its acquisition of its St. Louis, Missouri operations in the
fourth quarter of fiscal 1996. As a percentage of revenues, remarketing income
increased 9% to 21.9% in the three months ended December 31, 1997 from 12.9% in
the three months ended December 31, 1996.

Other Income. Other income increased by $5,000, or 11.9% to $47,000 for
the three months ended December 31, 1997 from $42,000 in the three months ended
December 31, 1996. As a percentage of revenues, other income decreased by 0.2%
to 0.5% in the three months ended December 31, 1997 from 0.7% in the three
months ended December 31, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $2.3 million in the three months
ended December 31, 1997 from $1.1 million in the three months ended December 31,
1996, an increase of $1.2 million, or 106.9%, as a result of a higher operating
lease average investment balance. As a percentage of revenues, depreciation on
equipment under operating leases increased by 4.3% to 22.6% in the three months
ended December 31, 1997 from 18.3% in the three months ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold increased to $0.8 million
in the three months ended December 31, 1997 from $0.7 million in the three
months ended December 31, 1996, an increase of $0.1 million, or 10.3%. As a
percentage of revenues, cost of equipment sold decreased by 4.0% to 7.6% in the
three months ended December 31, 1997 from 11.6% in the three months ended
December 31, 1996.

Interest Expense. Interest expense increased to $1.8 million in the three
months ended December 31, 1997 from $1.2 million in the three months ended
December 31, 1996, an increase of $0.6 million, or 52.8%, as a result of higher
average borrowings required to fund additional investments in equipment under
lease. As a percentage of revenues, interest expense decreased by 1.7% to 17.5%
in the three months ended December 31, 1997 from 19.2% in the three months ended
December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses decreased to $1.5 million in the three months ended December 31, 1997
from $2.0 million in the three months ended December 31, 1996, a decrease of
$0.5 million, or 24.7%, primarily as a result of the termination of certain
highly compensated employees at the remarketing facility in the second quarter
of fiscal 1997, as well as increased lease origination activity. As a percentage
of revenues, selling, general and administrative expenses decreased by 17.6% to
14.2% in the three months ended December 31, 1997 from 31.8% in the three months
ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $3.9 million in the three months ended December 31,
1997 from $1.2 million in the three months ended December 31, 1996, an increase
of $2.8 million, or 237.3%. As a percentage of revenues, income from operations
increased by 19.1% to 38.1% in the three months ended December 31, 1997 from
19.0% in the three months ended December 31, 1996.

Year Ended September 30, 1997 Compared to Year Ended September 30, 1996

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $6.6 million in the year ended September 30, 1997
from $3.8 million in the year ended September 30, 1996, an increase of $2.8
million, or 74.8%, as a result of increased originations, primarily to existing
customers, as well as to new customers. As a percentage of revenues, finance
income from direct financing leases decreased by 5.1% to 16.8% in the year ended
September 30, 1997 from 21.9% in the year ended September 30, 1996.

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<PAGE> 67

Rental Income from Operating Leases. Rental income from operating leases
increased to $10.2 million in the year ended September 30, 1997 from $5.4
million in the year ended September 30, 1996, an increase of $4.9 million, or
90.5%, primarily as a result of originations generated by Varilease's St. Louis,
Missouri location, which was acquired during the fourth quarter of fiscal 1996.
As a percentage of revenues, rental income from operating leases decreased by
5.2% to 26.2% in the year ended September 30, 1997 from 31.4% in the year ended
September 30, 1996.

Gain on Sale of Leases. Gain on sale of leases increased to $5.0 million
in the year ended September 30, 1997 from $2.1 million in the year ended
September 30, 1996, an increase of $2.9 million, or 141.1%, primarily as a
result of increased sales of leases originated from one customer and an overall
increase in the volume of leases sold. As a percentage of revenues, gain on sale
of leases increased by 0.7% to 12.7% in the year ended September 30, 1997 from
12% in the year ended September 30, 1996.

Sales of Equipment. Income from sales of equipment increased to $12.2
million in the year ended September 30, 1997 from $3.9 million in the year ended
September 30, 1996, an increase of $8.3 million, or 213.5%, primarily as a
result of increased sales of computer equipment. As a percentage of revenues,
income from sales of equipment increased by 8.6% to 31.3% in the year ended
September 30, 1997 from 22.7% in the year ended September 30, 1996.

Remarketing Income. Remarketing income increased to $4.9 million in the
year ended September 30, 1997 from $2.0 million in the year ended September 30,
1996, an increase of $2.9 million, or 149.8%, primarily as a result of proceeds
associated with the remarketing agreement awarded to Varilease in connection
with its acquisition of the St. Louis, Missouri operations in the fourth quarter
of fiscal 1996. As a percentage of revenues, remarketing income increased by
1.1% to 12.6% in the year ended September 30, 1997 from 11.5% in the year ended
September 30, 1996.

Other Income. Other income increased by $56,000 or 68.3% to $0.1 million
in the year ended September 30, 1997. As a percentage of revenues, other income
decreased by 0.1% to 0.4% in the year ended September 30, 1997 from 0.5% in the
year ended September 30, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $7.9 million in the year ended
September 30, 1997 from $3.9 million in the year ended September 30, 1996, an
increase of $4.0 million, or 102.7%, as a result of a higher operating lease
average investment balance, primarily attributable to operating leases
originated by Varilease's St. Louis, Missouri location. As a percentage of
revenues, depreciation on equipment under operating leases decreased by 2.5% to
20.3% in the year ended September 30, 1997 from 22.8% in the year ended
September 30, 1996.

Cost of Equipment Sold. Cost of equipment sold increased to $10.1 million
in the year ended September 30, 1997 from $3.7 million in the year ended
September 30, 1996, an increase of $6.4 million, or 171.3%. As a percentage of
revenues, cost of equipment sold increased by 4.2% to 25.9% in the year ended
September 30, 1997 from 21.7% in the year ended September 30, 1996.

Interest Expense. Interest expense increased to $6.3 million in the year
ended September 30, 1997 from $3.5 million in the year ended September 30, 1996,
an increase of $2.8 million, or 78.7%, as a result of higher average borrowings
required to fund additional investments in equipment under lease. As a
percentage of revenues, interest expense decreased by 4.5% to 16.1% in the year
ended September 30, 1997 from 20.6% in the year ended September 30, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $8.4 million in the year ended September 30, 1997 from
$5.7 million in the year ended September 30, 1996, an increase of $2.7 million,
or 47.9%, as a result of increased lease origination activity and operating
expenses, including additional personnel costs, associated with the St. Louis,
Missouri location. As a percentage of revenues, selling, general and
administrative expenses decreased by 11.7% to 21.7% in the year ended September
30, 1997 from 33.4% in the year ended September 30, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $6.3 million in the year ended September 30, 1997
from $0.3 million in the year ended September 30, 1996, an

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increase of $6.0 million, or 2,244.9%. As a percentage of revenues, income from
operations increased by 14.4% to 16.0% in the year ended September 30, 1997 from
1.6% in the year ended September 30, 1996.

Year Ended September 30, 1996 Compared to Year Ended September 30, 1995

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $3.8 million in the year ended September 30, 1996
from $1.7 million in the year ended September 30, 1995, an increase of $2.0
million, or 119.1%, as a result of increased originations, primarily to existing
customers. As a percentage of revenues, finance income from direct financing
leases increased by 8.1% to 21.9% in the year ended September 30, 1996 from
13.8% in the year ended September 30, 1995.

Rental Income from Operating Leases. Rental income from operating leases
increased to $5.4 million in the year ended September 30, 1996 from $4.4 million
in the year ended September 30, 1995, an increase of $1.0 million, or 23.1%, as
a result of increased lease originations. As a percentage of revenues, rental
income from operating leases decreased by 3.7% to 31.4% in the year ended
September 30, 1996 from 35.1% in the year ended September 30, 1995.

Gain on Sale of Leases. Gain on sale of leases increased to $2.1 million
in the year ended September 30, 1996 from $1.5 million in the year ended
September 30, 1995, an increase of $0.6 million, or 39.0%, primarily as a result
of increased sales of leases originated from one customer and an overall
increase in the volume of leases sold. As a percentage of revenues, gain on sale
of leases increased by 0.1% to 12.0% in the year ended September 30, 1996 from
11.9% in the year ended September 30, 1995.

Sales of Equipment. Income from sales of equipment were $3.9 million in
the years ended September 30, 1996 and 1995. As a percentage of revenues, sales
of equipment decreased by 8.3% to 22.7% in the year ended September 30, 1996
from 31.0% in the year ended September 30, 1995.

Remarketing Income. Remarketing income increased to $2.0 million in the
year ended September 30, 1996 from $0.8 million in the year ended September 30,
1995, an increase of $1.1 million, or 136.4%, primarily as a result of
Varilease's acquisition, in the first quarter of fiscal 1996 of an equipment
refurbishing and remarketing facility. As a percentage of revenues, remarketing
income increased by 4.8% to 11.5% in the year ended September 30, 1996 from 6.7%
in the year ended September 30, 1995.

Other Income. Other income decreased to $0.1 million in the year ended
September 30, 1996 from $0.2 million in the year ended September 30, 1995, a
decrease of $0.1 million, or 53.7%. As a percentage of revenues, other income
decreased by 0.9% to 0.5% in the year ended September 30, 1996 from 1.4% in the
year ended September 30, 1995.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $3.9 million in the year ended
September 30, 1996 from $3.3 million in the year ended September 30, 1995, an
increase of $0.6 million, or 17.6%, primarily as a result of increased lease
originations. As a percentage of revenues, depreciation on equipment under
operating leases decreased by 3.9% to 22.8% in the year ended September 30, 1996
from 26.7% in the year ended September 30, 1995.

Cost of Equipment Sold. Cost of equipment sold increased to $3.7 million
in the year ended September 30, 1996 from $2.9 million in the year ended
September 30, 1995, an increase of $0.8 million, or 27.2%. As a percentage of
revenues, cost of equipment sold decreased by 1.8% to 21.7% in the year ended
September 30, 1996 from 23.5% in the year ended September 30, 1995.

Interest Expense. Interest expense increased to $3.5 million in the year
ended September 30, 1996 from $2.2 million in the year ended September 30, 1995,
an increase of $1.3 million, or 58.0%, as a result of higher average borrowings
required to fund additional investments in equipment under lease. As a
percentage of revenues, interest expense increased by 2.6% to 20.6% in the year
ended September 30, 1996 from 18.0% in the year ended September 30, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.7 million in the year ended September 30, 1996 from
$3.6 million in the year ended September 30, 1995, an increase of $2.1 million,
or 59.8%, as a result of increased lease origination activity and operating
expenses, including
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additional personnel costs associated with the remarketing facility acquired in
the first quarter of fiscal 1996. As a percentage of revenues, selling, general
and administrative expenses increased by 4.6% to 33.4% in the year ended
September 30, 1996 from 28.8% in the year ended September 30, 1995.

Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.3 million in the year ended September 30, 1996
from $0.4 million in the year ended September 30, 1995, a decrease of $0.1
million, or 28.6%. As a percentage of revenues, income from operations decreased
by 1.4% to 1.6% in the year ended September 30, 1996 from 3.0% in the year ended
September 30, 1995.

THE WALDEN ASSET GROUP, INC.

Walden provides equipment lease financing for a variety of equipment,
including communications, computer and manufacturing equipment, to Fortune 500
and other businesses throughout the United States. Lease transactions are either
held in Walden's portfolio or sold, on a non-recourse basis.

Income generated by leasing activities is comprised of operating lease
revenues and interest income on direct financing leases. Remarketing income
represents fees charged by Walden under agreements with third parties to market
their equipment for re-lease or sale at the end of a lease term. Walden
depreciates equipment on operating leases on a straight-line basis over a
five-year period. Walden finances its lease transactions primarily through
non-recourse debt agreements with several lending institutions.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a
percentage of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1995 1996 1997
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Finance income from direct financing
leases.............................. $3,262 62.4% $4,234 55.9% $6,575 63.6%
Rental income from operating leases... 314 6.0 316 4.2 1,543 14.9
Sales of equipment.................... 74 1.4 1,089 14.4 1,046 10.1
Gain on sale of leases................ 1,502 28.7 1,470 19.4 573 5.5
Remarketing income.................... 73 1.4 470 6.2 602 5.8
------ ------ ------
Total revenues.............. 5,225 100.0 7,579 100.0 10,339 100.0
------ ------ ------
Depreciation on equipment under
operating leases.................... 180 3.4 243 3.2 683 6.6

Cost of equipment sold................ -- -- 899 11.9 389 3.8
Interest expense...................... 2,124 40.7 3,110 41.0 3,868 37.4
Selling, general and administrative... 1,790 34.3 2,384 31.5 3,128 30.3
------ ------ ------
Total expenses.............. 4,094 78.4 6,636 87.6 8,068 78.0
------ ------ ------
Income from operations................ $1,131 21.6% $ 943 12.4% $2,271 22.0%
====== ====== ======
</TABLE>

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $6.6 million in the year ended December 31, 1997
from $4.2 million in the year ended December 31, 1996, an increase of $2.3
million, or 55.3%, primarily as a result of increased originations and of Walden
retaining for its own account a greater portion of the leases that it
originated. As a percentage of revenues, finance income from direct financing
leases increased by 7.7% to 63.6% in the year ended December 31, 1997 from 55.9%
in the year ended December 31, 1996.

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Rental Income from Operating Leases. Rental income from operating leases
increased to $1.5 million in the year ended December 31, 1997 from $0.3 million
in the year ended December 31, 1996, an increase of $1.2 million, or 388.3%,
primarily as a result of increased originations. As a percentage of revenues,
rental income from operating leases increased by 10.7% to 14.9% in the year
ended December 31, 1997 from 4.2% in the year ended December 31, 1996.

Sales of Equipment. Income from sales of equipment decreased to $1.0
million in the year ended December 31, 1997 from $1.1 million in the year ended
December 31, 1996, a decrease of $43,000, or 3.9%. As a percentage of revenues,
income from sales of equipment decreased by 4.3% to 10.1% in the year ended
December 31, 1997 from 14.4% in the year ended December 31, 1996.

Gain on Sale of Leases. Gain on sale of leases decreased to $0.6 million
in the year ended December 31, 1997 from $1.5 million in the year ended December
31, 1996, a decrease of $0.9 million or 61.0%, primarily as a result of Walden
retaining a greater portion of leases for its own account. As a percentage of
revenues, gain on sale of leases decreased by 13.9% to 5.5% in the year ended
December 31, 1997 from 19.4% in the year ended December 31, 1996.

Remarketing Income. Remarketing income increased to $0.6 million in the
year ended December 31, 1997 from $0.5 million in the year ended December 31,
1996, an increase of $0.1 million, or 28.1%, primarily as a result of an
increase in fees associated with remarketing equipment on behalf of third
parties. As a percentage of revenues, remarketing income decreased by 0.4% to
5.8% in the year ended December 31, 1997 from 6.2% in the year ended December
31, 1996.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased to $0.7 million in the year ended
December 31, 1997 from $0.2 million in the year ended December 31, 1996, an
increase of $0.4 million, or 181.1%, as a result of increased purchases of
equipment due to increased lease originations. As a percentage of revenues,
depreciation on equipment under operating leases increased by 3.4% to 6.6% in
the year ended December 31, 1997 from 3.2% in the year ended December 31, 1996.

Cost of Equipment Sold. Cost of equipment sold decreased to $0.4 million
in the year ended December 31, 1997 from $0.9 million in the year ended December
31, 1996, a decrease of $0.5 million, or 56.7%. As a percentage of revenues,
cost of equipment sold decreased by 8.1% to 3.8% in the year ended December 31,
1997 from 11.9% in the year ended December 31, 1996.

Interest Expense. Interest expense increased to $3.9 million in the year
ended December 31, 1997 from $3.1 million in the year ended December 31, 1996,
an increase of $0.8 million, or 24.4%, primarily as a result of the incurrence
of increased debt to finance increased lease originations. As a percentage of
revenues, interest expense decreased by 3.6% to 37.4% in the year ended December
31, 1997 from 41.0% in the year ended December 31, 1996.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $3.1 million in the year ended December 31, 1997 from $2.4
million in the year ended December 31, 1996, an increase of $0.7 million, or
31.2%, primarily as a result of increased rent due to the relocation and
expansion of Walden's headquarters and increased compensation to
stockholders/employees. As a percentage of revenues, selling, general and
administrative expenses decreased by 1.2% to 30.3% in the year ended December
31, 1997 from 31.5% in the year ended December 31, 1996.

Income from Operations. As a result of the factors discussed above, income
from operations increased to $2.3 million in the year ended December 31, 1997
from $0.9 million in the year ended December 31, 1996, an increase of $1.3
million, or 140.8%. As a percentage of revenues, income from operations
increased by 9.6% to 22.0% in the year ended December 31, 1997 from 12.4% in the
year ended December 31, 1996.

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

Finance Income from Direct Financing Leases. Finance income from direct
financing leases increased to $4.2 million in the year ended December 31, 1996
from $3.3 million in the year ended December 31, 1995, an increase of $1.0
million, or 29.8%, primarily as a result of Walden retaining for its own account
a greater portion of the leases that it originated. As a percentage of revenues,
finance income from direct financing leases decreased by 6.5% to 55.9% in the
year ended December 31, 1996 from 62.4% in the year ended December 31, 1995.

Rental Income from Operating Leases. Rental income from operating leases
increased by $2,000, or 0.6% to $0.3 million in the year ended December 31,
1996. As a percentage of revenues, rental income from operating leases decreased
by 1.8% to 4.2% in the year ended December 31, 1996 from 6.0% in the year ended
December 31, 1995.

Sales of Equipment. Income from sales of equipment increased to $1.1
million in the year ended December 31, 1996 from $0.1 million in the year ended
December 31, 1995, an increase of $1.0 million, or 1,371.6%, primarily as a
result of the increase in sales of equipment at lease maturity associated with
the increase in Walden's portfolio. As a percentage of revenues, income from
sales of equipment increased by 13.0% to 14.4% in the year ended December 31,
1996 from 1.4% in the year ended December 31, 1995.

Gain on Sale of Leases. Gain on sale of leases decreased by $32,000, or
2.1%, to $1.5 million in the year ended December 31, 1996, primarily as a result
of Walden retaining a greater portion of leases for its own account. As a
percentage of revenues, gain on sale of leases decreased by 9.3% to 19.4% in the
year ended December 31, 1996 from 28.7% in the year ended December 31, 1995.

Remarketing Income. Remarketing income increased to $0.5 million in the
year ended December 31, 1996 from $0.1 million in the year ended December 31,
1995, an increase of $0.4 million, or 543.8%, primarily as a result of an
increase in fees associated with remarketing equipment on behalf of third
parties. As a percentage of revenues, remarketing income increased by 4.8% to
6.2% in the year ended December 31, 1996 from 1.4% in the year ended December
31, 1995.

Depreciation on Equipment under Operating Leases. Depreciation on
equipment under operating leases increased by $0.1 million to $0.2 million in
the year ended December 31, 1996, an increase of 35.0%, as a result of increased
purchases of equipment due to increased originations. As a percentage of
revenues, depreciation on equipment under operating leases decreased by 0.2% to
3.2% in the year ended December 31, 1996 from 3.4% in the year ended December
31, 1995.

Cost of Equipment Sold. Cost of equipment sold increased to $0.9 million
in the year ended December 31, 1996 from zero in the year ended December 31,
1995, as a result of the increase in sales of equipment and principally as a
result of the early termination of a lease and the sale of the underlying
equipment in 1996. As a percentage of revenues, cost of equipment sold was 11.9%
in the year ended December 31, 1996.

Interest Expense. Interest expense increased to $3.1 million in the year
ended December 31, 1996 from $2.1 million in the year ended December 31, 1995,
an increase of $1.0 million, or 46.4%, primarily as a result of the incurrence
of increased debt to finance increased lease originations. As a percentage of
revenues, interest expense increased by 0.3% to 41.0% in the year ended December
31, 1996 from 40.7% in the year ended December 31, 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased to $2.4 million in the year ended December 31, 1996 from $1.8
million in the year ended December 31, 1995, an increase of $0.6 million, or
33.2%, primarily as a result in increases in salaries to stockholders/employees.
As a percentage of revenues, selling, general and administrative expenses
decreased by 2.8% to 31.5% in the year ended December 31, 1996 from 34.3% in the
year ended December 31, 1995.

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Income from Operations. As a result of the factors discussed above, income
from operations decreased to $0.9 million in the year ended December 31, 1996
from $1.1 million in the year ended December 31, 1995, a decrease of $0.2
million, or 16.6%. As a percentage of revenues, income from operations decreased
by 9.2% to 12.4% in the year ended December 31, 1996 from 21.6% in the year
ended December 31, 1995.

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BUSINESS

OVERVIEW

The Company's senior management team collectively has more than 70 years of
experience in the acquisition and integration of businesses, lease financing,
securitizations and other structured finance transactions. Robert New, the
Company's co-founder, Chairman and Chief Executive Officer, previously served as
an operating company president of and an Acquisition Consultant to U.S. Office
Products Company where he participated in over 40 acquisitions. Theodore J.
Rogenski, the Company's Chief Operating Officer, has served as a senior
executive with three national leasing companies, including Chief Operating
Officer of LINC Anthem Corporation and its successor, Newcourt LINC Financial
Inc., and Wells Fargo Leasing Corporation, where he served for ten years as the
President and Chief Executive Officer. Bruce E. Kropschot, the Company's Vice
Chairman -- Mergers and Acquisitions, founded and operated a private mergers and
acquisitions advisory firm which has arranged the sale of over 100 equipment
leasing and specialty finance businesses. Steven E. Hirsch, the Company's
Executive Vice President -- Structured Finance, was the Head of the Leasing
Products Group at Morgan Stanley & Co. Incorporated where he was involved in
arranging over $30 billion of transactions in structured lease financings,
advising on mergers and acquisitions of leasing companies and securitizations.

INDUSTRY OVERVIEW

The equipment leasing and financing industry in the United States has grown
consistently during the last decade and includes a wide range of entities that
provide funding for the purchase or use of equipment. The equipment leasing
industry in the United States is a significant factor in financing capital
expenditures of businesses. The ELA projects that $183 billion of $593 billion
invested in equipment in 1998 will be financed by means of leasing. According to
ELA estimates, from 1996 to 1997, equipment placed on lease grew by
approximately $10 billion from $170 billion to an estimated $180 billion. The
1996 investment in equipment placed on lease represents an increase of
approximately 100% from comparable 1986 data. The ELA estimates that 80% of all
U.S. businesses currently use leasing or financing to acquire capital assets.
The Company believes that leasing helps businesses to more efficiently acquire
capital equipment, receive favorable and tax and accounting treatment and avoid
or mitigate the perceived risks of equipment ownership including obsolescence.

The Company believes the equipment leasing industry is a growing business
in part due to (i) the consolidation of the banking industry, which has
eliminated many of the smaller community banks that traditionally provided
equipment financing for small to mid-size businesses, (ii) stricter lending
requirements imposed by commercial banks, (iii) a trend toward rapid credit
approvals at the point of sale made possible by improved technology, and (iv)
the adoption of accounting pronouncements concerning the accounting treatment of
transactions with captive finance company subsidiaries, which has caused a
number of manufacturers to eliminate their finance companies, resulting in an
increased demand for independent financing. According to the
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ELA, two primary factors contributing to the favorable funding environment
experienced by the commercial leasing industry are a better understanding of the
leasing business by bank regulators and a growing understanding of the leasing
industry by the investment community and the rating agencies.

As a result of the operating efficiencies made possible by advances in
technology and access to the asset-backed securities markets, the Company
believes the larger, better capitalized participants in the equipment leasing
market will have opportunities to consolidate a portion of the market. The
Company believes this consolidation will be driven by: (i) the highly fragmented
nature of the equipment leasing industry; (ii) the need for reductions in the
cost of funds to remain competitive, which will require market participants to
access capital through securitizations or other low cost sources of funds; (iii)
the need for productivity gains and reductions in overhead as a percentage of
revenues by increasing the size of lease portfolios; and (iv) the increased cost
of new technologies that may not be accessible to small to mid-size market
participants due to the relatively high cost.

STRATEGY

The Company's goal is to become a leading consolidator and operator of
equipment leasing and speciality finance businesses. Key elements of the
Company's strategy include:

PROVIDE GREATER ACCESS TO CAPITAL AT LOWER COST. The Company believes that,
due to its pro forma combined lease originations, the diversification of its
portfolio and the experience of its senior management team, it will be able to
provide increased sources of capital at a lower cost to the Founding Companies.
The Company expects to benefit from increased access to capital from both public
and private sources by utilizing traditional credit facilities and accessing
public and private capital through securitizations. The Company believes that
the effective interest rate obtained on borrowings by the Founding Companies
individually is higher than the interest rate that could be obtained by an
entity with the aggregate size of the Company. In addition to the anticipated
ability to lower the Founding Companies' cost of funds, the Company believes
that increased access to capital will allow the Founding Companies to generate
an increased volume of lease originations and develop new lease product
offerings.

ACHIEVE OPERATING EFFICIENCIES. The Company believes that it will be able
to increase the operating efficiency of and achieve certain synergies among the
Founding Companies as well as any subsequently acquired businesses. For example,
one of the Founding Companies, Portfolio Financial Servicing Company, L.P.,
provides servicing and administration for equipment leases and loan portfolios.
After the Mergers, the Company intends to transfer to PFSC, where appropriate,
certain servicing functions currently performed by the Founding Companies. The
Company will also seek to combine certain other administrative functions, such
as accounting and finance, treasury, insurance, employee benefits, strategic
marketing and legal support, at the corporate level, and to institute a
Company-wide management information system. The Company believes the integration
of these functions will enable the Founding Companies to focus on their core
business of lease origination as well as enable the Company to operate in a more
efficient and cost-effective manner.

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Company plans to expand existing programs, such as equipment vendor and
manufacturer programs, pursue cross-selling opportunities among the Founding
Companies and any subsequently acquired entities, and develop new products and
service offerings. The Company believes potential opportunities include national
expansion of products currently offered by certain of the Founding Companies on
a local or regional basis and leveraging the expertise of certain of the
Founding Companies to enhance the Company's customer service and off-lease asset
remarketing capabilities. In addition, the Company intends to market products
and services under the name UniCapital to establish name recognition and create
a brand image while maintaining the identity and associated goodwill of each of
the Founding Companies.

OPERATE WITH DECENTRALIZED MANAGEMENT. The Company plans to conduct its
operations using a decentralized management approach through which individual
management teams, consisting primarily of current executive officers of the
Founding Companies, will be responsible for the day-to-day operations of the
Founding Companies as well as for helping to identify additional acquisition
candidates in their respective markets. At the same time, a Company-wide team of
senior management will provide the Founding Companies with strategic oversight
and guidance with respect to acquisitions, credit, financing, marketing and
operations. As part of this strategy, the Company intends to foster a culture of
cooperation and teamwork that emphasizes dissemination of "best practices" among
its local management teams. The Company believes stock ownership and incentive
compensation will help to align the objectives of local management with those of
the Company, and that a decentralized management philosophy will result in
better customer service by allowing local management the flexibility to
implement policies and make decisions based on the needs of their customers.

THE FOUNDING COMPANIES

JACOM COMPUTER SERVICES, INC. Founded in 1975, Jacom provides lease
financing for computer and telecommunications equipment to large and middle
market companies, including financial institutions, throughout the United
States. Leases originated by Jacom generally have an average transaction
size of approximately $81,000 and an average term of 36 months. Jacom funds
purchases of the equipment underlying its leases through borrowings and
holds the leases for its own account or sells the future lease payments to
financial institutions. For the twelve months ended December 31, 1997,
Jacom originated or acquired $64.0 million in direct financing and
sales-type leases. At December 31, 1997, the carrying value of equipment
under operating leases was $13.3 million. Jacom employs 49 persons and
maintains an office in Northvale, New Jersey.

VARILEASE CORPORATION. Founded in 1987, Varilease provides lease
financing for computer and telecommunications equipment to Fortune 1000
companies and other businesses throughout the United States. Upon
origination of a lease, Varilease either sells the lease on a non-recourse
basis or retains the lease for its portfolio. Leases originated by
Varilease generally have an average transaction size of approximately
$200,000 and an average term of 36 months. For the twelve months ended
December 31, 1997, Varilease originated or acquired $29.6 million in direct
financing and sales-type leases. At December 31, 1997, the carrying value
of equipment under operating leases was $22.5 million. Varilease employs 78
persons and maintains 14 offices in the United States, including its
headquarters in Farmington Hills, Michigan, and one office in Canada.

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Large ticket leasing is characterized by fewer transactions involving greater
amounts of capital and lessees that require tailored structures and solutions to
meet particular needs.

CAUFF, LIPPMAN AVIATION, INC. Founded in 1981, Cauff Lippman provides
operating lease financing for used commercial jet aircraft and jet aircraft
engines, as well as brokerage and advisory services to domestic and foreign
commercial airlines, aircraft lessors and institutional investors and
engages in the purchase and sale of aircraft for its own account. Aircraft
leases originated by Cauff Lippman have an average transaction size of
approximately $15.1 million and an average term of 57 months, and aircraft
engine leases have an average transaction size of approximately $1.9
million and an average term of 84 months. Cauff Lippman participated in the
sale, trading, brokerage and financing of 37 aircraft and three aircraft
engines during the year ended December 31, 1997. At December 31, 1997, the
carrying value of equipment under operating leases was $23.3 million. Cauff
Lippman employs seven persons and maintains an office in Miami, Florida.

MUNICIPAL CAPITAL MARKETS GROUP, INC. Founded in 1989, MCMG arranges
structured financing primarily for community-based mental health/mental
retardation facilities and correctional facilities. MCMG is a registered
broker-dealer and places the bonds and leases that it arranges primarily
with institutional investors. Substantially all of MCMG's revenue is
derived from underwriting and advisory income. For the year ended December
31, 1997, MCMG arranged approximately $152.4 million in municipal leases
and bonds for 40 lessees and borrowers. MCMG employs nine persons and
maintains three offices, including its headquarters in Dallas, Texas.

THE NSJ GROUP. Founded in 1989, NSJ provides lease financing for used
commercial jet aircraft and jet aircraft engines to domestic and foreign
commercial airlines and engages in the purchase and sale of aircraft for
its own account. NSJ also engages in remarketing activities on behalf of
airlines, financial institutions and other leasing companies. NSJ arranges
financing for each aircraft it purchases, and either sells the lease to
investors on a non-recourse basis or holds the lease in its portfolio.
Leases originated by NSJ have an initial term of 36 to 84 months. At
December 31, 1997, the carrying value of equipment under operating leases
was $23.8 million. NSJ employs six persons and maintains an office in
Orlando, Florida.

AMERICAN CAPITAL RESOURCES, INC. Founded in 1979, American Capital
provides lease and secured financing for equipment, primarily printing
presses, to companies in the printing, packaging and paper converting
industries. Leases originated by American Capital are direct financing
leases, with an average transaction size of approximately $727,000 and an
average term of 82 months. American Capital either sells the leases that it
originates or borrows the required proceeds from various funding sources on
both a non-recourse and a limited recourse basis. For the twelve months
ended December 31, 1997, American Capital originated or acquired $112.9
million in direct financing and sales-type leases. American Capital employs
26 persons and maintains three offices, including its headquarters in
Hackensack, New Jersey.

MATRIX FUNDING CORPORATION. Founded in 1978, Matrix provides lease
financing for a variety of equipment, primarily computer, communication and
electronic equipment, to companies throughout the United States. Matrix
originates the majority of its leases through its telesales program. Upon
origination, Matrix either sells the lease to a third party on a
non-recourse basis, or retains the lease for its portfolio. Leases
originated by Matrix generally have an average transaction size of
approximately $458,000 and an average term of 46 months. For the twelve
months ended December 31, 1997, Matrix originated or acquired $53.0 million
in direct financing and sales-type leases. At December 31, 1997, the
carrying value of equipment under operating leases was $1.1 million. Matrix
employs 45 persons and maintains an office in Midvale, Utah.

THE WALDEN ASSET GROUP, INC. Founded in 1991, Walden provides
equipment lease financing for a variety of equipment, including
communications, computer and manufacturing equipment, to Fortune 500 and
other businesses throughout the United States. Lease transactions are
either held in Walden's portfolio

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or sold, on a non-recourse basis. Leases originated by Walden generally
have an average transaction size of approximately $500,000 and an average
term of 36 months. For the twelve months ended December 31, 1997, Walden
originated or acquired $82.8 million in direct financing and sales-type
leases. At December 31, 1997, the carrying value of equipment under
operating leases was $0.6 million. Walden employs ten persons and maintains
four offices, including its headquarters in Wellesley, Massachusetts.

BOULDER CAPITAL GROUP, INC. Founded in 1986, Boulder provides lease
financing for petroleum retail equipment, including car washes, fuel
dispensers and convenience store operating equipment, to petroleum retail
businesses. Boulder originates leases directly with the owner of the
petroleum retail business, as well as through programs with petroleum
companies, equipment manufacturers and distributors. Upon origination,
Boulder either retains the lease for its portfolio or sells the lease on a
limited recourse basis while retaining the servicing responsibility. Leases
originated by Boulder generally have an average transaction size of
approximately $108,000 and an average term of 60 months. For the twelve
months ended December 31, 1997, Boulder originated or acquired $21.3
million in direct financing and sales-type leases. At December 31, 1997,
the carrying value of equipment under operating leases was $0.6 million.
Boulder employs 23 persons and maintains an office in Boulder, Colorado.

K.L.C. INC. Founded in 1972, Keystone provides lease financing for a
variety of equipment, primarily tractor trailers, embroidery machines and
construction equipment to companies throughout the United States. Leases
originated by Keystone generally have an average transaction size of
approximately $32,000 and an average term of approximately 47 months. Upon
origination, Keystone either retains the lease for its portfolio, or sells
the lease to a third party, while retaining the servicing responsibility.
For the twelve months ended December 31, 1997, Keystone originated or
acquired $43.0 million in direct financing and sales-type leases. Keystone
employs 37 persons and maintains an office in West Hartford, Connecticut.

MERRIMAC FINANCIAL ASSOCIATES. Founded in 1984, Merrimac provides
equipment financing to operating companies that engaged in the
coin-operated, vending, amusement and coffee service businesses. Merrimac
enters into leases with the operating companies and in most instances has a
recourse agreement with the equipment vendor in the event of default by the
lessee. Leases originated by Merrimac have an average transaction size of
approximately $10,000 and an average term of 24 months. For the twelve
months ended December 31, 1997, Merrimac originated or acquired $8.9
million in direct financing and sales-type leases. Merrimac employs four
persons and maintains an office in Billerica, Massachusetts.

LEASE SERVICING. Lease servicing involves lease administrations and
processing services, including lease accounting for both financial reporting and
federal income tax purposes, lien searches, UCC filings, asset tracking,
insurance tracking, preparation of sales, use and property tax returns,
invoicing and collections.

PRODUCTS AND SERVICES

The Company provides lease financing and related services to a broad range
of commercial customers. The Company originates direct financing leases,
sales-type leases and operating leases. In addition to financing equipment
through leases, the Company sells new equipment and provides lease- and
equipment-related services, such as servicing, brokering and remarketing, which
is the sale of equipment that has come off lease.

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Direct Financing Leases. A significant portion of the Company's leases are
direct financing leases, which transfer substantially all of the benefits and
risks of equipment ownership to the lessees. A lease is classified as a direct
financing lease if the collection of the minimum lease payments is reasonably
predictable, no significant uncertainties exist relating to unreimbursable costs
yet to be incurred by the lessor under the lease and the lease meets one of the
following criteria: (i) ownership of the property is transferred to the lessee
at the end of the lease term; (ii) the lease contains a bargain purchase option;
(iii) the term of the lease is at least equal to 75% of the estimated economic
life of the leased equipment; or (iv) the present value of the minimum lease
payments is at least equal to 90% of the fair value of the leased equipment at
the inception of the lease.

Sales-Type Leases. Sales-type leases, like direct financing leases,
transfer substantially all of the benefits and risks of equipment ownership to
the lessees. However, sales-type leases include profit at lease inception to the
extent the fair value of the equipment exceeds the Company's carrying value. A
lease is classified as a sales-type lease if the collection of the minimum lease
payments is reasonably predictable, no significant uncertainties exist relating
to unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee at the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease is at least equal to 75%
of the estimated economic life of the leased equipment; or (iv) the present
value of the minimum lease payments is at least equal to 90% of the fair value
of the leased equipment at the inception of the lease.

Operating Leases. All lease contracts which do not meet the criteria of
direct financing leases or sales-type leases are accounted for as operating
leases.

Some of the Founding Companies use master lease agreements as a means to
establish an ongoing relationship with customers. Once a master lease has been
negotiated and entered into, the lease of a particular piece of equipment is
documented by a schedule to that lease, thereby facilitating the fast and
efficient funding of a lease.

In general, the Company's lease transactions are net leases with a
specified noncancelable lease term. The leases include a "hell-or-high-water"
provision which requires the lessee to make all lease payments under all
circumstances and which requires the lessee to maintain the equipment, pay all
property, sales and use taxes and insure the equipment against casualty loss.

RESIDUAL INTEREST IN EQUIPMENT

The Company retains a residual interest in the equipment covered by many of
its leases. The Company generally seeks to determine the best remarketing plan
for such equipment prior to the expiration of the lease. In many cases, the
remarketing plan provides for the continuation of the lease or the negotiated
sale of the underlying equipment.

CREDIT AND COLLECTION POLICIES AND PROCEDURES

The Company will employ underwriting policies and procedures that are
intended to minimize the risk of delinquencies and credit losses. The Company
will have a corporate credit officer and a Credit Committee that will establish
overall corporate credit guidelines and individual guidelines tailored to the
business of each Founding Company. The corporate credit officer will review a
sample of credit decisions made by each Founding Company to ensure compliance
with corporate credit guidelines and may also make credit decisions for those
transactions which exceed the credit approval authority of the Founding Company.
The Company's credit underwriting policies will include specific criteria for
those leases that the Company intends to securitize.

The credit approval process generally takes place at the Founding Company
level and includes a review of financial statements, a credit report, and,
depending upon the size of the proposed transaction and the business, credit
references and a review of the personal credit of the principals of the
business. The Company anticipates utilizing a credit scoring model for approving
credits on small ticket leases. Proposed transactions which are not within the
credit parameters authorized for the Founding Company originating the lease,
must be reviewed by the corporate credit officer or the Credit Committee.

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The Founding Companies have developed collection procedures designed to
identify accounts experiencing payment problems quickly and, if necessary, take
action to preserve the Founding Companies' equity interest in the equipment.
Generally, when payments are past due, the Founding Companies send a notice of
delinquency and charge a late fee to the lessee. After the Mergers, the Company
will transfer certain servicing and collection functions to PFSC. See
"-- Servicing, Collection and Administration."

SERVICING, COLLECTION AND ADMINISTRATION

The Company anticipates that upon consummation of the Mergers, PFSC, will
provide servicing, collection and administration services for certain of the
leases originated by the Founding Companies. PFSC has the capability to provide
transaction processing and management services for each lease contract, from the
time it is originated through its termination, including set-up, billing, cash
posting, customer service, accounting, collection, tax compliance and asset
management. PFSC will also be the service provider for the Company's
securitizations. PFSC's service offerings include lien searches, UCC filings,
asset tracking, insurance tracking, preparation of sales, use and property tax
returns, invoicing and collections. Currently, PFSC services approximately
14,400 contracts for 14 customers, with contract sizes ranging from $1,180 to
$31.6 million. During 1997, PFSC was a servicer for 14 securitization pools,
including 12 pools for which PFSC was the primary servicer.

The Company will determine, on a company-by-company and
customer-by-customer basis, whether to transfer the servicing functions
performed by the Founding Companies, and any subsequently acquired businesses,
to PFSC. The Company expects that it will transfer the servicing and collection
function to PFSC in those circumstances in which the Company anticipates that
the transfer will not have a significant adverse effect on servicing,
collections or customer relations.

SALES AND MARKETING

Each of the Founding Companies employs sales representatives to originate
leases. Sales and marketing efforts are conducted on a one-on-one basis with
established accounts, through equipment manufacturers and vendors and also
through advertising, participation in trade associations and telesales. The
Founding Companies employ an aggregate of approximately 106 salespersons. Most
of the salespersons are compensated on a commission basis or through other
incentive-based compensation programs. After the Mergers, the Company expects
that each Founding Company will continue to operate its business using its
current name. In addition, the Company intends to market products and services
under the name UniCapital to establish name recognition and create a brand image
while maintaining the identity and associated goodwill of each of the Founding
Companies.

COMPETITION

The financing of equipment is highly competitive. The Company competes for
customers with a number of national, regional and local finance companies. In
addition, the Company's competitors include those equipment manufacturers that
finance the sale or lease of their products themselves and other traditional
types of financial services companies, such as commercial banks and savings and
loan associations, all of which provide financing for the purchase of equipment.
Many of the Company's competitors and potential competitors possess
substantially greater financial, marketing and operational resources than the
Company. The Company's competitors and potential competitors include many
larger, more established companies which may have a lower cost of funds than the
Company and access to capital markets and to other funding sources which may be
unavailable to the Company.

Competition in the equipment lease finance market is based primarily on
lease rates, terms, reliability in meeting commitments, customer service and
market presence. Although the Company expects that credit facilities, sales of
leases and securitizations will have the effect of making capital available at a
cost which will allow the Company to offer competitive lease rates, the Company
may not be successful in completing future securitizations, or any such
securitizations may not result in increased proceeds to the Company from lease
sales. The Company will continue to encounter significant competition, and the
Company may not be able to compete effectively in its chosen market segments or
any new market segments which the Company enters.

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FACILITIES

The Company's corporate offices are located in leased space at 1111 Kane
Concourse, Bay Harbor Island, Florida 33154. The telephone number of its
principal executive offices is (305) 861-0603.

In addition to its corporate offices, upon consummation of the Mergers the
Company will lease the following facilities (except for the Farmington Hills,
Michigan headquarters of Varilease which the Company will acquire in connection
with the Varilease Merger):

<TABLE>
<CAPTION>
FOUNDING COMPANY LOCATION PRINCIPAL USE
- ---------------- ------------------------------- -------------
<S> <C> <C>
American Capital Hackensack, New Jersey Headquarters
Los Angeles, California Sales office
Charlotte, North Carolina Sales office
Boulder Boulder, Colorado Headquarters
Cauff Lippman Miami, Florida Headquarters
Jacom Northvale, New Jersey Headquarters
Keystone West Hartford, Connecticut Headquarters
Matrix Midvale, Utah Headquarters
Salt Lake City, Utah Warehouse
Merrimac Billerica, Massachusetts Headquarters
MCMG Dallas, Texas Headquarters
Denver, Colorado Sales office
Uniondale, New York Sales office
NSJ Orlando, Florida Headquarters
PFSC Portland, Oregon Headquarters
Varilease Farmington Hills, Michigan Headquarters
Phoenix, Arizona Warehouse
Scottsdale, Arizona Sales office
San Juan Capistrano, California Sales office
Huntington Beach, California Sales office
Santa Barbara, California Sales office
Westport, Connecticut Sales office
Atlanta, Georgia Sales office
Columbia, Maryland Sales office
Ashland, Massachusetts Sales office
St. Louis, Missouri Sales office
Absecon, New Jersey Sales office
Brooklyn, New York Sales office
Suffern, New York Sales office
Warrenton, Virginia Sales office
Toronto, Ontario, Canada Sales office
Walden Wellesley, Massachusetts Headquarters
Norwalk, Connecticut Sales office
Delmar, New York Sales office
Northfield, Ohio Sales office
</TABLE>

The Company believes that all of the facilities of the Founding Companies
are adequate for their respective current and anticipated operations.

EMPLOYEES

As of March 31, 1998, UniCapital retains the services of 18 consultants and
employees, primarily engaged in mergers and acquisitions, finance and
accounting, and administration. The Company anticipates that such consultants
will become employees upon consummation of the Offering. As of January 31, 1998,
the Founding Companies collectively employed approximately 339 people, of whom
approximately 336 were full-time

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employees and approximately 3 were part-time employees. Approximately 135
employees were engaged in operations, 106 were engaged in sales, and 98 were
engaged in a variety of administrative and managerial functions. The Company
believes that its relations with all of its employees are good.

LEGAL PROCEEDINGS

The Company is not a party to any material legal proceedings.

GOVERNMENT REGULATION

Although most states do not regulate the equipment financing business,
certain states require licensing of lenders and financiers, impose limitations
on interest rates and other charges, mandate adequate disclosure of certain
contract terms and constrain certain collection practices and creditor remedies.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning each of the
executive officers and directors of the Company following the consummation of
this Offering:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Robert New 33 Chairman and Chief Executive Officer
Jonathan J. Ledecky 40 Non-Executive Chairman of the Board
Theodore J. Rogenski 57 Chief Operating Officer
Bruce E. Kropschot 57 Vice Chairman -- Mergers & Acquisitions
Martin Kalb 55 Executive Vice President and General Counsel
Steven E. Hirsch 44 Executive Vice President -- Structured
Finance
Jonathan New 37 Chief Financial Officer
Vincent W. Eades 38 Director
John A. Quelch 45 Director
Anthony K. Shriver 33 Director
</TABLE>

ROBERT NEW co-founded UniCapital in October 1997 and has since served as
its Chairman and Chief Executive Officer. From July 1996 until December 1997,
Mr. New served as an operating company president of and as acquisition
consultant to U.S. Office Products Company, a publicly-held supplier of a broad
range of office products and business services, where Mr. New participated in
over 40 acquisitions. From March 1990 until August 1997, Mr. New served as Chief
Executive Officer of Prudential of Florida Leasing, Inc., a small-ticket leasing
company. From December 1989 through July 1996, Mr. New served as President and
Chief Executive Officer of Prudential of Florida, Inc., an office services
company. Robert New is the brother of Jonathan New.

JONATHAN J. LEDECKY co-founded UniCapital in October 1997 and has since
served as its Non-Executive Chairman of the Board. Mr. Ledecky founded U.S.
Office Products Company in October 1994 and has served as its Chairman of the
Board and, until November 1997, its Chief Executive Officer. Since its
inception, U.S. Office Products Company has acquired over 190 companies. Mr.
Ledecky has also served as the Non-Executive Chairman of the Board of U.S.A.
Floral Products, Inc. since April 1997. Mr. Ledecky founded Consolidation
Capital Corporation in February 1997 and serves as its Chairman and Chief
Executive Officer. From 1991 until September 1994 Mr. Ledecky served as
President and Chief Executive Officer of Legacy Dealer Capital Fund, Inc.

THEODORE J. ROGENSKI has served as a consultant to UniCapital providing
services consistent with the duties and responsibilities of Chief Operating
Officer since February 1998. From December 1994 until January 1997, Mr. Rogenski
served as Chief Operating Officer of LINC Anthem Corporation and its successor,
Newcourt LINC Financial, Inc., a leasing company specializing in small-ticket
leasing as well as financial products for the health care industry, after which
he was subject to a noncompetition agreement. From 1990 until April 1992, Mr.
Rogenski served as the President and Chief Executive Officer of John Hancock
Leasing Corporation, after which he pursued personal interests. From 1981 until
1990, Mr. Rogenski served as President and Chief Executive Officer of Wells
Fargo Leasing Corporation.

BRUCE E. KROPSCHOT has served as a consultant to UniCapital providing
services consistent with the duties and responsibilities of Vice
Chairman -- Mergers & Acquisitions since November 1997. From 1987 through
December 1997, he was founder and President of Kropschot Financial Services, a
merger and acquisition advisor to equipment leasing companies, which has
arranged for the sale of over 100 equipment leasing and specialty finance
businesses. From 1980 to 1986, Mr. Kropschot served as President and Vice
Chairman of Master Lease Corporation, which is now known as Tokai Financial
Services, Inc. From 1972 to 1980, Mr. Kropschot served as Executive Vice
President of HBE Leasing Corporation and Vice President -- Finance, of its
parent corporation, HBE Corporation. Mr. Kropschot serves on the board of
directors of the Equipment Leasing Association of America.

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<PAGE> 83

MARTIN KALB has served as a consultant to UniCapital providing services
consistent with the duties and responsibilities of Executive Vice President and
General Counsel of UniCapital since October 1997. From 1987 until November 1997,
he was a senior partner in the Miami, Florida office of Greenberg Traurig
Hoffman Lipoff Rosen & Quentel, P.A. whose practice focused upon mergers and
acquisitions, income taxation and estate planning.

STEVEN E. HIRSCH has served as a consultant to UniCapital providing
services consistent with the duties and responsibilities of Executive Vice
President -- Structured Finance of UniCapital since January 1998. From 1987
until January 1998, Mr. Hirsch was associated with Morgan Stanley & Co.
Incorporated, most recently as the Head of the Leasing Products Group. From 1984
until 1987 Mr. Hirsch served as Senior Vice President of Matrix Leasing
International, Inc., an equipment leasing brokerage and packaging concern and a
wholly-owned subsidiary of First Bank Systems. From 1980 until 1983, Mr. Hirsch
served as Vice President and Eastern Regional Manager of Wells Fargo Leasing
Corporation.

JONATHAN NEW has served as the Chief Financial Officer of UniCapital since
October 1997. Mr. New served as Vice President and Controller of Delta Financial
Corporation, a securitizing mortgage bank, from August 1995 until December 1997.
From March 1993 until August 1995, Mr. New was the Controller of RAI Credit
Corporation, a securitizing private label credit card and data processing
business. Jonathan New is the brother of Robert New.

VINCENT W. EADES has been a Director of UniCapital since October 1997. Mr.
Eades has served as the Senior Vice President of Sales and Marketing for
Starbucks Coffee Co. Inc. since May 1995. Mr. Eades was employed by Hallmark
Cards Inc., most recently as a General Manager, from November 1985 through April
1995. Mr. Eades also serves as a director of U.S.A. Floral Products, Inc. and as
a director of Consolidation Capital Corporation.

JOHN A. QUELCH has been a Director of UniCapital since October 1997. Dr.
Quelch has been a director of U.S. Office Products Company since February 1995.
Dr. Quelch is the Sebastian S. Kresge Professor of Marketing at the Harvard
Business School. Dr. Quelch serves on the board of directors of WPP Group plc, a
marketing services company that includes Ogilvy & Mather, J. Walter Thompson and
Hill & Knowlton. Mr. Quelch also serves as a director of U.S.A. Floral Products,
Inc.

ANTHONY K. SHRIVER has been a director of UniCapital since March 1998. Mr.
Shriver has been Chairman and Chief Executive Officer of Best Buddies
International, Inc., a non-profit organization that provides mentally
handicapped adults with employment services and promotes their social
integration, since February 1989. From May 1996 to March 1998, he also served as
Chairman and Chief Executive Officer of Fast Rx, Inc., a pharmaceutical sales
company which provides physicians the technology to dispense products at the
point of care, and from March 1997 to September 1997 he was Chairman of Larkin
Community Hospital.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors has established an Audit Committee and a
Compensation Committee.

The responsibilities of the Audit Committee include recommending to the
Board of Directors the independent public accountants to be selected to conduct
the annual audit of the books and records of the Company, reviewing the proposed
scope of such audit and approving the audit fees to be paid, reviewing
accounting and financial controls of the Company with the independent public
accountants and the Company's financial and accounting staff and reviewing and
approving transactions between the Company and its directors, officers and
affiliates. Mr. Ledecky and a non-employee director to be elected to the Board
prior to the consummation of the Offering will be the members of the Audit
Committee.

The Compensation Committee provides a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the Compensation Committee also include administering the
1998 Long-Term Incentive Plan, including selecting the officers and salaried
employees to whom awards

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<PAGE> 84

will be granted. Mr. Eades and a non-employee director to be elected to the
Board prior to the consummation of the Offering will be the members of the
Compensation Committee.

DIRECTOR COMPENSATION

Directors who are not currently receiving compensation as officers,
employees or consultants of the Company are entitled to receive an annual
retainer fee of $25,000, plus reimbursement of expenses for each meeting of the
Board of Directors and each committee meeting that they attend in person. In
addition, non-employee directors receive certain formula grants of non-qualified
stock options under the 1998 Non-Employee Directors' Stock Plan. See " -- 1998
Non-Employee Directors' Stock Plan."

EXECUTIVE COMPENSATION

UniCapital was incorporated in October 1997. Effective upon consummation of
the Mergers, the Company anticipates that it will, pursuant to employment
agreements, pay compensation based on the following annual salaries to the
executive officers named below (together, the "Named Executive Officers").

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
------------ UNDERLYING
NAME POSITION SALARY(1) OPTIONS
- ------------------------------------- ---------------------------- ------------ ------------
<S> <C> <C> <C>
Robert New Chairman and Chief Executive $650,000 500,000(2)
Officer
Theodore J. Rogenski Chief Operating Officer 475,000 200,000(3)
Bruce E. Kropschot Vice Chairman -- Mergers & 450,000 --
Acquisitions
Martin Kalb Executive Vice President and 450,000 --
General Counsel
Steven E. Hirsch Executive Vice President -- 250,000 --
Structured Finance
Jonathan New Chief Financial Officer 250,000 --
</TABLE>

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

(1) For Messrs. Rogenski, Kropschot, Kalb and Hirsch, the amount listed is the
annualized consulting fee payable to each such individual for periods prior
to the consummation of the Offering and the annual salary to be paid under
each such individual's agreed upon Employment Agreement from and after
consummation of the Offering.

(2) Consists of options to be granted under the 1998 Long-Term Incentive Plan
upon the consummation of the Offering at an exercise price equal to the
initial public offering price per share, which options are immediately
exercisable.

(3) Consists of options granted under the 1997 Executive Non-Qualified Stock
Option Plan, at an exercise price of $3.00 per share, which options are
immediately exercisable.

The Company currently has no bonus plan for the Named Executive Officers.
Pursuant to Employment Agreements to be entered into with each Named Executive
Officer in connection with the Offering, such individual will be entitled to
participate in any such bonus plan that the Company may adopt.

1997 EXECUTIVE NON-QUALIFIED STOCK OPTION PLAN

The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1997 Executive Non-Qualified Stock Option
Plan (the "Executive Plan"), under which awards of options to acquire shares of
Common Stock may be made to employees, directors, consultants and advisors of
the

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<PAGE> 85

Company or any of its subsidiaries. The purpose of the Executive Plan is to
promote the interests of the Company and its stockholders by (i) attracting and
retaining employees, consultants and advisors of outstanding ability, (ii)
motivating such persons, by means of performance-related incentives, to achieve
longer-range performance goals, and (iii) enabling such persons to participate
in the long-term growth and financial success of the Company.

Administration. The Executive Plan is to be administered by a committee of
the Board (the "Committee"). The Board has designated the Compensation Committee
of the Board to serve as the Committee that administers the Executive Plan.
After the effective date of the registration statement of which this Prospectus
forms a part, the Committee must at all times consist of two or more persons,
each of whom qualifies as an "outside director" within the meaning of Section
162(m) or any successor provision of the Internal Revenue Code of 1986, as
amended (the "Code"), and applicable Treasury regulations thereunder, if such
qualification is deemed necessary in order for the grant or the exercise of
awards made under the Executive Plan to qualify for any tax or other material
benefit to participants or the Company under applicable law.

Shares Available. The maximum number of shares of Common Stock as to which
awards may be granted under the Executive Plan is 500,000 shares. After the
effective date of the registration statement of which this Prospectus forms a
part, no participant in the Executive Plan will be granted awards in respect of
more than 100,000 shares of Common Stock in any calendar year. The Common Stock
to be offered under the Executive Plan will be authorized but unissued Common
Stock, or issued Common Stock which will have been reacquired by the Company and
held in its treasury. As of the date of this Prospectus, awards of options to
purchase an aggregate of 200,000 shares of Common Stock had been made under the
Executive Plan.

Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the Executive Plan
cannot again be subject to new awards under the Executive Plan. In the event the
purchase price of a stock option is paid in whole or in part through the
delivery of Common Stock, only the net number of shares of Common Stock issuable
in connection with the exercise of the stock option will be counted against the
number of shares remaining available for the grant of awards under the Executive
Plan.

Adjustments. The number of shares subject to outstanding options under the
Executive Plan, the exercise price of such stock options and the number of
shares available for stock options subsequently granted under the Executive Plan
will be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Executive Plan or the
awards granted under the Executive Plan.

Awards. The Committee will have discretion to grant awards under the
Executive Plan to employees, directors, consultants or advisors of the Company
or any of its subsidiaries, provided that such consultants or advisors render
bona fide services which are not in connection with the offer or sale of
securities in a capital-raising transaction. The Committee will determine those
individuals who will receive awards and the number of shares of Common Stock to
be covered by each award. Discretionary Awards shall be in the form of stock
options which do not and are not intended to meet the requirements of Section
422 of the Code ("Nonqualified Options").

Terms and Conditions of Awards. The Committee will determine the terms and
conditions of each award, including the exercise price (which may be less than
the fair market value of the Common Stock on the date of grant). Unless
otherwise determined by the Committee, all rights to exercise options under
Discretionary Awards will terminate on the first to occur of (i) the scheduled
expiration date as set forth in the applicable stock option agreement, (ii)
thirty days following the date of termination of employment for any reason other
than death or permanent disability (as defined in the Code) of the participant
or (iii) one year following the date of termination of employment by reason of
the participant's death or permanent disability. The exercise price of all stock
options granted under the Executive Plan will be payable in cash or in such
other form of considerations as the Committee may approve in the applicable
option agreement, including, without limitation, (i) by the delivery to the
Company by the participant of a promissory note containing such terms as the
Committee may determine, (ii) by the delivery to the Company by the participant
of shares of Common Stock that have been held by the

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<PAGE> 86

participant for at least six months prior to exercise of the option, valued at
the fair market value of such shares on the date of exercise or (iii) pursuant
to a cashless exercise arrangement with a broker. Options awarded under the
Executive Plan are transferable by will or the laws of descent and distribution,
or to the extent determined by the Committee and set forth in the applicable
option agreement. Options granted under the Executive Plan may be exercised by
the participant or by any permitted transferee.

Consequences of Change of Control. Upon a "Change of Control" (as defined
in the Executive Plan), each outstanding option granted under the Executive Plan
shall automatically accelerate vesting and become immediately exercisable in
full, unless the option is, in connection with the Change of Control, either
assumed by the "Acquiring Corporation" (as defined in the Executive Plan) or
parent thereof in connection with the Change of Control or replaced with a
comparable option to purchase shares of the capital stock of the Acquiring
Corporation or parent thereof. Assumed or replaced options held by an employee
whose employment with the Company or the Acquiring Corporation is terminated
without "cause" (as defined in the Executive Plan) or who resigns for "good
reason" (as defined in the Executive Plan) in the period beginning upon the
Change of Control and ending 12 months following the Change of Control will
become immediately exercisable upon the date of such termination or resignation
of employment. The Executive Plan provides that no action described in the
Executive Plan, including any acceleration of vesting, shall be taken that would
make a Change of Control ineligible for "pooling of interest" accounting
treatment or that would make a Change of Control ineligible for desired tax
treatment if, in the absence of such action, the Change of Control would qualify
for such treatment and if the Company intends to use such treatment with respect
to such Change of Control.

Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the Executive Plan. In the
Committee's discretion, a participant may be permitted to elect to have withheld
from the shares otherwise issuable to the participant, or to tender to the
Company, the number of shares of Common Stock whose fair market value equals the
amount required to be withheld.

Amendment and Termination. The Board may, by resolution, amend or revise
the Executive Plan. Such action will not be effective without stockholder
approval if such approval is required to maintain the compliance of the
Executive Plan and/or awards granted to directors, executive officers or other
persons with Rule 16b-3 promulgated under the Securities Exchange Act or 1934,
as amended, or any successor rule. The Board may not modify any options
previously granted under the Executive Plan in a manner adverse to the holders
thereof without the consent of such holders (other than such adjustments
required to reflect capital changes). The Executive Plan will terminate on
November 13, 2007, unless it is earlier terminated by the Board. Termination of
the Executive Plan will not affect awards previously granted under the Executive
Plan.

1998 LONG-TERM INCENTIVE PLAN

The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1998 Long-Term Incentive Plan (the "LTIP"),
under which awards of options to acquire shares of Common Stock may be made to
employees, directors (other than non-employee directors who receive options
under the Company's 1998 Non-Employee Directors' Stock Plan), consultants and
advisors of the Company or any of its subsidiaries. The purpose of the LTIP is
to promote the interests of the Company and its stockholders by (i) attracting
and retaining employees, consultants and advisors of outstanding ability, (ii)
motivating such persons, by means of performance-related incentives, to achieve
longer-range performance goals, and (iii) enabling such persons to participate
in the long-term growth and financial success of the Company.

Administration. The LTIP is to be administered by a Committee, which the
Board has designated to be the Compensation Committee. After the effective date
of the registration statement of which this Prospectus forms a part, the
Committee must at all times consist of two or more persons, each of whom
qualifies as an "outside director" within the meaning of Section 162(m) or any
successor provision of the Internal Revenue Code of 1986, as amended (the
"Code"), and applicable Treasury regulations thereunder, if such qualification
is deemed necessary in order for the grant or the exercise of awards made under
the LTIP to qualify for any tax or other material benefit to participants or the
Company under applicable law.
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<PAGE> 87

Shares Available. The maximum number of shares of Common Stock as to which
awards may be granted under the LTIP is equal to 15% of the total number of
shares of Common Stock outstanding from time to time. After the effective date
of the registration statement of which this Prospectus forms a part, no
participant in the LTIP will be granted awards in respect of more than 500,000
shares of Common Stock in any calendar year. The Common Stock to be offered
under the LTIP will be authorized but unissued Common Stock, or issued Common
Stock which will have been reacquired by the Company and held in its treasury.
As of the date of this Prospectus, no awards of options had been made under the
LTIP.

Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the LTIP may again
be subject to new awards under the LTIP. In the event the purchase price of a
stock option is paid in whole or in part through the delivery of Common Stock,
only the net number of shares of Common Stock issuable in connection with the
exercise of the stock option will be counted against the number of shares
remaining available for the grant of awards under the LTIP.

Adjustments. The number of shares subject to outstanding options under the
LTIP, the exercise price of such stock options and the number of shares
available for stock options subsequently granted under the LTIP will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the LTIP or the awards granted under the
LTIP.

Discretionary Awards. The Committee will have discretion to grant awards
under the LTIP to employees, directors, consultants or advisors of the Company
or any of its subsidiaries, provided that such consultants or advisors render
bona fide services which are not in connection with the offer or sale of
securities in a capital-raising transaction. The Committee will determine those
individuals who will receive discretionary awards and the number of shares of
Common Stock to be covered by each discretionary award. Discretionary awards may
be in the form of stock options meeting the requirements of Section 422 of the
Code ("Incentive Stock Options") or Nonqualified Options which do not meet such
requirements. The maximum number of shares as to which Incentive Stock Options
may be granted under the LTIP is 5,000,000.

Terms and Conditions of Discretionary Awards. The Committee will determine
the terms and conditions of each Discretionary Award, provided that (i)
Discretionary Awards will be granted at an exercise price of not less than 100%
of the fair market value of the Common Stock on the date of grant (110% of the
fair market value in the case of a grant of Incentive Stock Options) to a
participant who at the time of such grant owns (within the meaning of Section
424(d) of the Code) more than 10% of the voting power of all classes of stock or
the Company (a "10% Holder"), (ii) the period within which a Discretionary Award
may be exercised will not exceed ten years from the date of grant (five years in
the case of a grant of Incentive Stock Options to a 10% Holder), and (iii) the
aggregate fair market value (determined on the date of grant) of Common Stock
with respect to which Incentive Stock Options granted to a participant under the
LTIP or any other plan of the Company and its subsidiaries become exercisable
for the first time in any single calendar year will not exceed $100,000. Unless
otherwise determined by the Committee, all rights to exercise options under
Discretionary Awards will terminate on the first to occur of (i) the scheduled
expiration date as set forth in the applicable stock option agreement, (ii)
thirty days following the date of termination of employment for any reason other
than death or permanent disability (as defined in the Code) of the participant
or (iii) one year following the date of termination of employment by reason of
the participant's death or permanent disability.

Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the LTIP. In the Committee's
discretion, a participant may be permitted to elect to have withheld from the
shares otherwise issuable to the participant, or to tender to the Company, the
number of shares of Common Stock whose fair market value equals the amount
required to be withheld.

Amendment and Termination. The Board may, by resolution, amend or revise
the LTIP. Such action will not be effective without stockholder approval if such
approval is required to maintain the compliance of the LTIP and/or awards
granted to directors, executive officers or other persons with Rule 16b-3
promulgated under the Securities Exchange Act or 1934, as amended, or any
successor rule. The Board may not modify any options

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<PAGE> 88

previously granted under the LTIP in a manner adverse to the holders thereof
without the consent of such holders (other than such adjustments required to
reflect capital changes). The LTIP will terminate on the tenth anniversary of
the effective date of the LTIP, unless it is earlier terminated by the Board.
Termination of the LTIP will not affect awards previously granted under the
LTIP.

1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN

The Company's Board of Directors has adopted and the stockholders have
approved the UniCapital Corporation 1998 Non-Employee Directors' Stock Plan (the
"Directors' Plan"), under which awards of options to acquire shares of Common
Stock will be made automatically to non-employee directors. The purpose of the
Directors' Plan is to promote the interests of the Company and its stockholders
by enabling non-employee directors, who are ineligible to participate in the
LTIP, to participate in the long-term growth and financial success of the
Company.

Shares Available. Awards under the Directors' Plan may be granted as to a
maximum of 500,000 shares of Common Stock. The Common Stock to be offered under
the Directors' Plan will be authorized but unissued Common Stock, or issued
Common Stock which will have been reacquired by the Company and held in its
treasury. As of the date of this Prospectus, no awards of options had been made
under the Directors' Plan.

Shares Subject to Terminated Awards. The Common Stock covered by any
unexercised portion of terminated stock options granted under the Directors'
Plan may again be subject to new awards under the Directors' Plan. In the event
the purchase price of a stock option is paid in whole or in part through the
delivery of Common Stock, only the net number of shares of Common Stock issuable
in connection with the exercise of the stock option will be counted against the
number of shares remaining available for the grant of awards under the
Directors' Plan.

Adjustments. The number of shares subject to outstanding options under the
Directors' Plan, the exercise price of such stock options and the number of
shares available for stock options subsequently granted under the Directors'
Plan will be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Directors' Plan or the
awards granted under the Directors' Plan.

Initial Awards. Each non-employee director as of the effective date of the
registration statement of which this Prospectus forms a part, and each
individual who is not an employee of the Company or any subsidiary and who is a
member of the Board after that date, will receive a Nonqualified Option to
purchase 21,000 shares of Common Stock on the later of the effective date of the
registration statement of which this Prospectus forms a part or the date of his
or her election to the Board (an "Initial Award"). Initial Awards will become
immediately exercisable in full on the date of grant.

Annual Awards. Each person who is a member of the Board immediately
preceding the annual meeting of stockholders in each year beginning in 1999 (the
"Annual Meeting Date") will receive a Nonqualified Option to purchase 6,000
shares of Common Stock (an "Annual Award") on the Annual Meeting Date. Annual
Awards will be immediately exercisable in full.

Terms and Conditions of Automatic Awards. The exercise price of each
Initial Award and each Annual Award will be the fair market value of the Common
Stock on the date of grant. The term of each Initial Grant and each Annual Grant
will be ten years. All rights to exercise options will terminate on the first to
occur of (i) the scheduled expiration date of such option or (ii) one year
following the date of termination of service as a director.

Withholding Obligations. The Company has the right to deduct from a
participant's salary, bonus or other compensation any taxes required by law to
be withheld with respect to awards made under the Directors' Plan. In the
Committee's discretion, a participant may be permitted to elect to have withheld
from the shares otherwise issuable to the participant, or to tender to the
Company, the number of shares of Common Stock whose fair market value equals the
amount required to be withheld.

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<PAGE> 89

Amendment and Termination. The Board may, by resolution, amend or revise
the Directors' Plan. Such action will not be effective without stockholder
approval if such approval is required to maintain the compliance of the
Directors' Plan and/or awards granted to directors, executive officers or other
persons with Rule 16b-3 promulgated under the Securities Exchange Act or 1934,
as amended, or any successor rule. The Board may not modify any options
previously granted under the Directors' Plan in a manner adverse to the holders
thereof without the consent of such holders (other than such adjustments
required to reflect capital changes). The Directors' Plan will terminate on the
tenth anniversary of the effective date of the Directors' Plan, unless it is
earlier terminated by the Board. Termination of the Directors' Plan will not
affect awards previously granted under the Directors' Plan.

1998 EMPLOYEE STOCK PURCHASE PLAN

The Company's Board of Directors has adopted and the stockholders have
approved the 1998 Employee Stock Purchase Plan (the "Purchase Plan"). The
Purchase Plan will permit eligible employees of the Company and its subsidiaries
(generally all full-time employees who have completed one year of service) to
purchase shares of Common Stock at a discount. Employees who elect to
participate will have amounts withheld through payroll deduction during purchase
periods. At the end of each purchase period, accumulated payroll deductions will
be used to purchase stock at a price equal to 85% of the market price at the
beginning of the period or the end of the period, whichever is lower. Stock
purchased under the Purchase Plan will be subject to a six-month holding period.
The Company has reserved 2,000,000 shares of Common Stock for issuance under the
Purchase Plan.

The Purchase Plan will remain in effect until terminated by the Board. The
Purchase Plan may be amended by the Board without the consent of the
stockholders of the Company, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted.

NEW PLAN BENEFITS

Upon the effective date of the registration statement of which this
Prospectus forms a part, it is contemplated that the Company will grant stock
options under the LTIP to purchase a number of shares of Common Stock equal to
6.25% of the aggregate consideration to be paid in the Mergers divided by the
initial public offering price per share (the "Merger Option Amount"). Based upon
an assumed initial public offering price per share of $19.00, the Merger Option
Amount would be 1,933,223 shares. See "Formation of the Company" and "Certain
Relationships and Related Party Transactions -- the Mergers." The exercise price
of such options shall be equal to the initial public offering price per share.
The options granted pursuant to the Merger Agreements will vest 25% each on the
first four anniversaries of the date of grant. Options granted to Jonathan
Ledecky and Robert New and Initial Awards under the Directors' Plan shall be
fully vested and immediately exercisable on the date of grant. All such options
will expire on the tenth anniversary of the date of grant. In addition, it is
contemplated that Initial Grants will be made under the Directors' Plan upon the
effective date of the registration statement of which

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<PAGE> 90

this Prospectus forms a part. The following table sets forth certain information
with respect to such contemplated option grants, and the outstanding grant of
options under the Executive Plan:

<TABLE>
<CAPTION>
NUMBER OF
NAME AND POSITION DOLLAR VALUE UNITS(2)
----------------- ---------------- ---------
<S> <C> <C>
Robert New
Chairman and Chief Executive Officer...................... (1) 500,000
Theodore J. Rogenski
Chief Operating Officer................................... (1) 200,000
Bruce E. Kropschot
Vice Chairman -- Mergers & Acquisitions................... -- --
Martin Kalb
Executive Vice President and General Counsel.............. -- --
Steven E. Hirsch
Executive Vice President -- Structured Finance............ -- --
Jonathan New
Chief Financial Officer................................... -- --

All current executive officers as a group................... (1) 700,000

All current directors who are not executive officers as a
group..................................................... (1) 623,000

All employees, including all current officers who are not
executive officers, as a group............................ (1) 2,216,723
</TABLE>

- ---------------
(1) The dollar values of the awards under the LTIP and the Directors' Plan are
not determinable at this time, since the options are expected to be granted
at an exercise price equal to, or calculated with reference to, the initial
public offering price of the Common Stock.

(2) The number of units represents the number of shares of Common Stock
underlying the options expected to be granted.

EMPLOYMENT AND CONSULTING AGREEMENTS

Upon consummation of the Offering, the Company will enter into employment
agreements with Robert New and Jonathan New, Chairman and Chief Executive
Officer, and Chief Financial Officer, respectively. In addition, UniCapital has
entered into consulting agreements with Theodore Rogenski, Bruce Kropschot,
Martin Kalb and Steven Hirsch. Each such consulting agreement contemplates that,
effective upon the consummation of the Offering, the individual consultant will
enter into an employment agreement with the Company on the terms and conditions
set forth in the form of employment agreement attached to such consulting
agreement.

Upon consummation of the Offering, the Company will enter into an
Employment Agreement with Robert New, pursuant to which Mr. New will continue in
the employ of the Company as Chairman and Chief Executive Officer. The
Employment Agreement will provide for a term of employment beginning on the date
of consummation of the Offering and ending on April 1, 2000. Under the
Employment Agreement, Mr. New will receive an annual base salary of $650,000.
The Employment Agreement will include a two-year post-termination
non-competition and non-solicitation provision that restrains Mr. New from
engaging in, directly or indirectly, any "Competing Business" (as defined in the
Employment Agreement). If Mr. New's employment is terminated without cause after
his term of employment commences, he will be entitled to receive his salary then
in effect for the shorter of (i) the three-month period following his
termination or (ii) the remaining term of the Employment Agreement.

Effective February 4, 1998, UniCapital entered into a Consulting Agreement
with Theodore J. Rogenski, pursuant to which Mr. Rogenski is providing
consulting services to UniCapital consistent with the duties and
responsibilities that would be assigned to a Chief Operating Officer. The
Consulting Agreement provides that, upon consummation of the Offering, Mr.
Rogenski will be employed as the Company's Chief Operating Officer for a term
beginning on such date and ending on April 1, 2000. The Consulting Agreement
expires on the earlier of (i) April 1, 2000 or (ii) the commencement of the term
of employment under Mr. Rogenski's Employment Agreement with the Company. Under
the Consulting Agreement, Mr. Rogenski is paid a consulting fee at a rate

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<PAGE> 91

of $39,583.33 per month in cash. As an employee, Mr. Rogenski will receive an
annual base salary of $475,000. Both the Consulting Agreement and the Employment
Agreement contemplated thereby include a two-year post-termination
non-competition and non-solicitation provision that restrains Mr. Rogenski from
engaging in, directly or indirectly, any "Competing Business" (as defined in the
Consulting Agreement and the Employment Agreement). If Mr. Rogenski's employment
is terminated without cause after his term of employment commences, then he will
be entitled to receive his salary then in effect for the shorter of (i) the
eight-month period following his termination or (ii) the remaining term of the
Employment Agreement.

On April 10, 1998, UniCapital and Bruce E. Kropschot memorialized in
writing their existing oral consulting arrangement effective November 14, 1997,
in the form of a Consulting Agreement with Mr. Kropschot, pursuant to which Mr.
Kropschot is providing consulting services to UniCapital consistent with the
duties and responsibilities that would be assigned to a Vice Chairman -- Mergers
& Acquisitions. The Consulting Agreement provides that, upon consummation of the
Offering, Mr. Kropschot will be employed as the Company's Vice
Chairman -- Mergers & Acquisitions for a term beginning on such date and ending
on February 20, 2000. The Consulting Agreement expires on the earlier of (i)
April 1, 2000 or (ii) the commencement of the term of employment under Mr.
Kropschot's Employment Agreement with the Company. Under the consulting
arrangement, Mr. Kropschot is paid a consulting fee at a rate of $37,500 per
month, provided, that no fee will be paid in cash, but instead will accrue, from
November 14, 1997 until the date referred to in clause (ii) above, on which date
the entire amount of the accrued fee is to be paid to Mr. Kropschot. As an
employee, Mr. Kropschot will receive an annual base salary of $450,000. Both the
consulting arrangement and the Employment Agreement contemplated thereby include
a two-year post-termination non-competition and non-solicitation provision that
restrains Mr. Kropschot from engaging in, directly or indirectly, any "Competing
Business" (as defined in the Employment Agreement), except that Mr. Kropschot
will be entitled to provide investment advisory services to any Competing
Business beginning six months after the termination or expiration of his
consultancy to or employment with the Company for any reason whatsoever. If Mr.
Kropschot's employment is terminated without cause after his term of employment
commences, then he will be entitled to receive his salary then in effect for the
shorter of (i) the 12-month period following his termination or (ii) the
remaining term of the Employment Agreement.

Effective November 1, 1997, UniCapital entered into a Consulting Agreement
with Martin Kalb, pursuant to which Mr. Kalb is providing consulting services to
UniCapital consistent with the duties and responsibilities that would be
assigned to an Executive Vice President and General Counsel. The Consulting
Agreement provides that, upon the consummation of the Offering, Mr. Kalb will be
employed as the Company's Executive Vice President and General Counsel for a
term beginning on such date and ending on April 1, 2000. The Consulting
Agreement expires on the earlier of (i) April 1, 2000 or (ii) the commencement
of the term of employment under Mr. Kalb's Employment Agreement with the
Company. Under the Consulting Agreement, Mr. Kalb is paid a consulting fee at a
rate of $37,500 per month, of which $16,666.67 per month is paid in cash and
$20,833.33 per month is accrued for payment upon consummation of the Offering
(net of any amounts then receivable by the Company from Mr. Kalb). As an
employee, Mr. Kalb will receive an annual base salary of $450,000. Both the
Consulting Agreement and the Employment Agreement contemplated thereby include a
two-year post-termination non-competition and non-solicitation provision that
restrains Mr. Kalb from engaging in, directly or indirectly, any "Competing
Business" (as defined in the Consulting Agreement and the Employment Agreement).
If Mr. Kalb's employment is terminated without cause after his term of
employment commences, then he will be entitled to receive his salary then in
effect for the shorter of (i) the eight-month period following his termination
or (ii) the remaining term of the Employment Agreement.

Effective January 24, 1998, UniCapital entered into a Consulting Agreement
with Steven E. Hirsch, pursuant to which Mr. Hirsch is providing consulting
services to UniCapital consistent with the duties and responsibilities that
would be assigned to an Executive Vice President -- Structured Finance. The
Consulting Agreement provides that, upon the consummation of the Offering, Mr.
Hirsch will be employed as the Company's Executive Vice President -- Structured
Finance for a term beginning on such date and ending on the January 24, 2000.
The Consulting Agreement expires on the earlier of (i) April 1, 2000 or (ii) the
commencement of the term of employment under Mr. Hirsch's Employment Agreement
with the Company. Under the Consulting Agreement, Mr. Hirsch is paid a
consulting fee at a rate of $20,833.33 per month in cash. As an employee, Mr.
Hirsch will receive an annual base salary of $250,000. Both the Consulting
Agreement and the Employment Agreement

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<PAGE> 92

contemplated thereby include a two-year post-termination non-competition and
non-solicitation provision (nine months in the event that the non-solicitation
and confidentiality provisions of the agreement are not breached) that restrains
Mr. Hirsch from engaging in, directly or indirectly, any "Competing Business"
(as defined in the Consulting Agreement and the Employment Agreement), other
than employment with an investment banking or financial advisory firm or
boutique (or the investment banking or financial advisory division of a
commercial bank) in a position analogous to, or providing services analogous to,
the position in which Mr. Hirsch was employed with, or those services provided
by Mr. Hirsch at, Morgan Stanley & Co. Incorporated prior to January 24, 1998.
If Mr. Hirsch's employment is terminated without cause after his term of
employment commences, then he will be entitled to receive his salary then in
effect plus benefits for the longer of (i) the 12-month period following his
termination or (ii) the remaining term of the Employment Agreement.

Effective upon consummation of the Offering, the Company will enter into an
Employment Agreement with Jonathan New, pursuant to which Mr. New will continue
in the employ of the Company as Chief Financial Officer. The Employment
Agreement will provide for a term of employment beginning on the date of
consummation of the Offering and ending on April 1, 2000. Under the Employment
Agreement, Mr. New will receive an annual base salary of $250,000. The
Employment Agreement will include a two-year post-termination non-competition
and non-solicitation provision that restrains Mr. New from engaging in, directly
or indirectly, any "Competing Business" (as defined in the Consulting Agreement
and the Employment Agreement). If Mr. New's employment is terminated without
cause after his term of employment commences, then he will be entitled to
receive his salary then in effect for the shorter of (i) the eight-month period
following his termination or (ii) the remaining term of the Employment
Agreement.

In addition, the Merger Agreements provide that the Company, through its
wholly-owned subsidiaries, will enter into employment agreements with certain of
the individuals principally responsible for management of the Founding
Companies. Each such employment agreement provides for a base salary, plus a
bonus based in part upon the performance of the applicable Founding Company and
in part upon the performance of the Company. Each such agreement also includes a
two-year post-employment non-competition provision.

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<PAGE> 93

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Set forth below is a description of certain transactions and relationships
between UniCapital and certain persons who will become officers, directors and
principal stockholders of the Company following the Mergers and the Offering. In
addition, set forth below is certain information regarding transactions and
relationships prior to the Mergers between certain of the Founding Companies and
their respective officers, directors and principal stockholders.

ORGANIZATION OF UNICAPITAL

THE MERGERS

Simultaneously with and as a condition to the consummation of the Offering,
UniCapital will acquire in 12 separate transactions all of the issued and
outstanding capital stock and partnership interests of each of the Founding
Companies for an aggregate consideration of $584.9 million, which consists of:
(i) $331.6 million in cash to be paid to the stockholders of the Founding
Companies; and (ii) 13,334,064 shares of Common Stock, with an estimated fair
value of $253.3 million, to be issued to the stockholders of the Founding
Companies. In addition, the Company may make additional payments to the
stockholders of the Founding Companies (other than PFSC), in cash and Common
Stock, based upon increases in the operating income of the Founding Companies
(i.e., the amount by which each Founding Company's adjusted pre-tax income
exceeds such Founding Company's pre-tax income, adjusted to reflect the
differential expenses expected to be realized when operated in a manner
consistent with that of a public company, for the prior year) for the years
ended December 31, 1998 and 1999 (and, in the case of Boulder, Cauff Lippman and
NSJ, the year ended December 31, 2000). In addition, the Company will repay
indebtedness of Jacom totaling approximately $32.3 million incurred to fund an S
Corporation distribution to the stockholder of Jacom immediately prior to the
Jacom Merger and indebtedness of Merrimac totaling $2.8 million assumed in the
Merrimac Merger. Following the consummation of the Mergers, the aggregate
long-term indebtedness of the Company will include the debt of the Founding
Companies which, as of December 31, 1997, was approximately $426.7 million. The
purchase price for each Founding Company was determined based on negotiations
between UniCapital and that Founding Company. The factors considered by the
parties in determining the purchase price included, among other factors, cash
flows, historical operating results, growth rates and business prospects of the
Founding Companies. With the exception of the consideration to be paid to the
stockholders of each of the Founding Companies, including the earn-out
arrangements, the acquisition of each Founding Company is subject to
substantially the same terms and conditions as those to which the acquisition of
each other Founding Company is subject. The following table

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<PAGE> 94

contains information concerning the aggregate cash to be paid and Common Stock
to be issued in connection with the Mergers:

<TABLE>
<CAPTION>
SHARES OF VALUES OF SHARES
COMMON OF TOTAL
FOUNDING COMPANY CASH STOCK COMMON STOCK CONSIDERATION
---------------- ------ ------------ ---------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
American Capital........................ $ 20.4 1,071,053 $20.3 $ 40.7
Boulder................................. 7.1 371,053 7.0 14.1
Cauff Lippman........................... 48.0 1,684,210 32.0 80.0
Jacom................................... 128.0(1) 3,368,368 64.0 192.0
Keystone................................ 27.9 1,468,421 27.9 55.8
Matrix.................................. 19.4 1,035,811 19.7 39.1
Merrimac................................ --(2) 178,750 3.4 3.4
MCMG.................................... 7.0 370,657 7.0 14.0
NSJ..................................... 16.0 561,979 10.7 26.7
PFSC.................................... -- 184,210 3.5 3.5
Varilease............................... 36.8 1,934,368 36.8 73.6
Walden.................................. 21.0 1,105,184 21.0 42.0
------ ---------- ------ ------
Total................................... $331.6 13,334,064 $253.3 $584.9
====== ========== ====== ======
</TABLE>

AMERICAN CAPITAL

1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of
Michael Pandolfelli, the President of American Capital, and Gerald P. Ennella,
the Executive Vice President of American Capital, will each enter into a
two-year employment agreement with the subsidiary of the Company that will
operate the American Capital business after the Merger and a two-year,
post-employment covenant not to compete with the Company.

From time to time, Mr. Pandolfelli has borrowed money from American
Capital. As of January 31, 1998, the amount due from Mr. Pandolfelli totaled
$697,000. Upon consummation of the Merger, all amounts due to American Capital
from Mr. Pandolfelli will have been repaid.

Mr. Pandolfelli is a 25% stockholder in Phase I Management, Inc. ("Phase
I"), a real estate development company which has obtained loans from American
Capital. As of January 31, 1998 Phase I owed approximately $622,000 to American
Capital. Upon consummation of the Merger, all amounts due to American Capital
from Phase I will have been repaid.

Mr. Pandolfelli owns a 51% interest in DML Associates ("DML"), a general
partnership which has obtained loans from American Capital. As of January 31,
1998 DML owed approximately $118,200 to American Capital. Upon consummation of
the Merger, all amounts due to American Capital from DML will have been repaid.

Mr. Pandolfelli leases real property and office furnishings to American
Capital. For the year ended December 31, 1997, American Capital paid a total of
$24,000 in lease payments to Mr. Pandolfelli. Upon consummation of the Merger,
the leases will have been terminated.

BOULDER

UniCapital will acquire all of the outstanding stock of Boulder for: (i)
$7.1 million in cash and (ii) 371,053 shares of Common Stock; provided that for
every $1.00 by which the adjusted pre-tax income of Boulder for the year ended
December 31, 1998 is less than the adjusted pre-tax income for the year ended
December 31, 1997, the stockholders of Boulder will repay to UniCapital $6.00,
in Common Stock valued at the initial public offering price per share, up to a
maximum of $3.6 million. In addition, UniCapital will pay additional
consideration, 50% in cash and 50% in Common Stock equal to (i) 50% of any
increase in Boulder's adjusted pre-tax income for the year ended December 31,
1998 over the year ended December 31, 1997; and (ii) 50% of any increase in
Boulder's adjusted pre-tax income for the year ended December 31, 1999 over the
pre-tax income for the year ended December 31, 1998 (unless adjusted pre-tax
income for the year ended December 31, 1998 is less than for the year ended
December 31, 1997, in which case the baseline for comparison will be the year
ended December 31, 1997). In addition, as part of the Boulder Merger, UniCapital
will acquire Boulder's interest in certain new vendor programs and a real estate
joint venture and will pay additional consideration, 50% in cash and 50% in
Common Stock equal to (i) the pre-tax income of Boulder attributable to such new
vendor programs and Boulder's interest in the real estate joint venture for each
of the years ending December 31, 1998, 1999 and 2000 and (ii) three times
Boulder's interest in the average pre-tax income of the real estate joint
venture for the years ending December 31, 1998, 1999 and 2000. Roy Burger, the
President of Boulder, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Boulder business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

Mr. Burger is the lender under a revolving credit agreement with Boulder
that permits Boulder to borrow up to $200,000 as of December 31, 1997. Interest
on the amount outstanding under the credit agreement accrues at an annual rate
equal to the prime rate plus one percent. On August 15, 1997, Boulder repaid the
outstanding principal balance, plus interest, in the aggregate amount of
$211,668. As of December 31, 1997, no amounts were outstanding under the credit
agreement. As of the consummation of the Merger, any amounts due under the
credit agreement will have been repaid and the credit agreement will have been
terminated.

CAUFF LIPPMAN

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Leasing Division" (defined as Cauff Lippman and NSJ for the period from January
1, 1998 through the date of consummation of the Mergers, and thereafter as Cauff
Lippman, NSJ and other operating subsidiaries of the Company that conduct the
business conducted by Cauff Lippman and NSJ prior to the consummation of the
Mergers) for the years ended December 31, 1998, 1999 and 2000. The Merger
Agreement provides for such additional consideration to be paid in three
possible payments: (i) $13.3 million if the adjusted pre-tax income of the Big
Ticket Leasing Division for the year ended December 31, 1998 exceeds $19.0
million; (ii) an additional $13.3 million if the adjusted pre-tax income of the
Big Ticket Leasing Division for the year ended December 31, 1999, plus the
excess of the adjusted pre-tax income of the Big Ticket Leasing Division for the
year ended December 31, 1998 over $26.7 million, exceeds $19.0 million; and
(iii) a third $13.3 million if the adjusted pre-tax income of the Big Ticket
Leasing Division for the year ended December 31, 2000, plus the excess of the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 1999 over $26.7 million, exceeds $19.0 million; provided, that if
the aggregate amount paid under clauses (i) and (ii) is less than $26.7 million
and if the aggregate adjusted pre-tax income of the Big Ticket Leasing Division
for the three years ended December 31, 2000 equals or exceeds $56.9 million,
then the payment under clause (iii) will equal $40.0 million minus the amounts
paid under clauses (i) and (ii). Stuart Cauff, the President of Cauff Lippman
will become the President and CEO of UniCapital's Big Ticket Leasing Division
and will enter into a three-year employment agreement with the Company and a
subsidiary of the Company that will operate the Cauff Lippman business after the
Merger and a two-year, post-employment covenant not to compete with the Company
(subject to certain limited exceptions). Wayne Lippman, the Vice President of
Cauff Lippman will become the Executive Vice President of UniCapital's Big
Ticket Leasing Division and will enter into a three-year employment agreement
with the Company and a subsidiary of the Company that will operate the Cauff
Lippman business after the Merger and a two-year, post-employment covenant not
to compete with the Company (subject to certain limited exceptions).

In addition to Cauff Lippman, Messrs. Cauff and Lippman are involved in
other entities with interests in the aircraft leasing business which are not
part of Cauff Lippman and are not being acquired in the Merger. In connection
with the Merger Agreement, however, Messrs. Cauff and Lippman have granted the
Company the option to purchase their interests in some or all of such entities,
for the following purchase prices: (i) Jumbo Jet Leasing LP and Jumbo Jet,
Inc. -- $1.0 million: (ii) CL Aircraft Marketing LP and CL Aircraft Marketing,
Inc. -- $4.0 million; (iii) Twin Jet Leasing, Inc and Aircraft 49402,
Inc. -- $100,000; and (iv) CL Aircraft XXV, Inc. -- $100,000. An additional
option may be granted to acquire Aircraft 46941, Inc. for a nominal purchase
price, if such entity is not a subsidiary of Cauff Lippman upon consummation of
the Merger. Each option is exercisable until the date that is twelve months
after the consummation of the Offering. Certain third party lenders, which are
participants in some of these entities, must consent to the transfer of any
equity interest in such entities. Such consents may not be obtained. In
addition, under the terms of their agreement with Chase Manhattan Bank, Messrs.
Cauff and Lippman and any entities controlled by them will be prohibited from
engaging in any transaction involving Boeing 747-100 and -200 series aircraft
without the approval of Chase Manhattan Bank.

From time to time, the stockholders have advanced funds to Cauff Lippman.
As of December 31, 1997, the amount due from Cauff Lippman to the stockholders
and certain of their affiliates totaled $8,188,080. Upon consummation of the
Merger, all amounts due from Cauff Lippman to the stockholders will have been
repaid, other than certain promissory notes in the aggregate principal amount of
$3.5 million held by Messrs. Cauff and Lippman and certain of their respective
affiliates, which are to be assumed by the Company.

Cauff Lippman has procured services from certain affiliated entities. For
the year ended December 31, 1997, such affiliated entities performed services
for Cauff Lippman having an aggregate value of $1,344,000. Upon consummation of
the Merger, the Company will review the terms upon which Cauff Lippman procures
services, if any, from affiliated entities so that the terms are no less
favorable than those the Company could obtain from an unaffiliated third party.

JACOM

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cash and 50% in Common Stock, equal to (i) 50% of any increase in Jacom's
adjusted pre-tax income for the year ended December 31, 1998 over the year ended
December 31, 1997 and (ii) 50% of any increase in Jacom's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). John Alfano, the President of Jacom, will become the Company's National
Marketing Director and will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Jacom business after the Merger
and a two-year, post-employment covenant not to compete with the Company. In
addition, the Company will enter into a consulting agreement with a corporation
the sole stockholder of which is Robert Seaman, pursuant to which Mr. Seaman's
corporation will continue to provide such consulting services to Jacom as it
currently provides, and will render additional consulting services to the
Company in pursuing merger and acquisition activities and forming strategic
alliances. The agreement includes a two-year post-consulting covenant not to
compete.

From time to time, Jacom has advanced funds to Mr. Alfano. As of December
31, 1997, amounts outstanding under such advances totaled $451,000. Upon
consummation of the Merger, all amounts due from Mr. Alfano will have been
repaid.

From time to time, Jacom has sold lease receivables to Mr. Alfano. As of
December 31, 1997 Jacom owed approximately $781,000 to Mr. Alfano. Upon
consummation of the Merger, the amount due to Mr. Alfano will have been repaid
and Jacom will no longer sell its lease receivables to Mr. Alfano.

Jacom leases its office space from Mr. Alfano. For the year ended December
31, 1997 rental payments for the office space totaled $120,000. Upon
consummation of the Merger, the Company will renegotiate as necessary, the lease
arrangement so that the terms are no less favorable than those the Company could
obtain from an unaffiliated third party.

Trusts established for the benefit of Mr. Alfano's children are the
indirect stockholders of Museum Monthly, Inc. and RKL Publishing, Inc., which
entities have provided consulting services to Jacom from time to time. For the
year ended December 31, 1997, Jacom paid approximately $87,000 in consulting
fees to such entities. Upon consummation of the Merger, Jacom will no longer
procure consulting services from these entities.

KEYSTONE

Messrs. Lee and Kaufman are the partners of Alored Associates ("Alored"), a
general partnership from which Keystone leases its office space. For the year
ended December 31, 1997, the lease payments totaled $180,000. Upon consummation
of the Merger, the lease will have been terminated and Keystone will enter into
a new lease with Alored on terms that are no less favorable than those the
Company could obtain from an unaffiliated third party.

From time to time, Keystone has made loans to its stockholders. As of
December 31, 1997, amounts outstanding under such loans totaled $220,000. From
time to time, Keystone has made loans to Alored. As of December 31, 1997,
amounts outstanding under such loans totaled $326,029. In addition, Keystone has
guaranteed a mortgage loan to Alored. The outstanding principal of such loan
totaled $641,041 as of December 31, 1997. Messrs. Lee and Kaufman are the sole
stockholders of Keystone Mortgage Service
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<PAGE> 98

Corporation ("KMSC"). From time to time, Keystone has made loans to KMSC. As of
December 31, 1997, amounts outstanding under such loans totaled $200,000. Upon
consummation of the Merger, the stockholders of Keystone will repay $246,029 to
Keystone and Keystone will assign to the stockholders its rights to collect all
outstanding amounts due to Keystone from the stockholders, Alored and KMSC.

MATRIX

UniCapital will acquire all of the outstanding stock of Matrix for: (i)
$19.4 million in cash and (ii) 1,035,811 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Matrix's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Matrix's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Prior to the consummation
of the Merger, Matrix will distribute approximately $3.0 million to its
stockholders, through a redemption of a portion of the outstanding stock. Each
of Richard Emery, J. Robert Bonnemort and David DiCesaris, the President,
Executive Vice President and Vice President -- Sales, respectively of Matrix,
will enter into a two-year employment agreement with the subsidiary of the
Company that will operate the Matrix business after the Merger and a two-year,
post-employment covenant not to compete with the Company.

Emco Associates ("Emco"), a Utah general partnership, in which Mr. Emery
has a one-third ownership interest, entered into a loan agreement with Matrix on
January 12, 1995. As of December 31, 1997, the amount due to Matrix from Emco
totaled $61,000. Upon consummation of the Merger, all amounts due to Matrix from
Emco Associates will have been repaid.

Mr. Bonnemort owns a 17% interest in Union Park Associates, a Utah limited
partnership from which Matrix leases office space, and in which Matrix owns a
1.83% interest. For the year ended December 31, 1997, Matrix made aggregate
lease payments to Union Park Associates of $144,583. Upon consummation of the
Merger, Matrix will continue to lease office space from Union Park Associates.
The Company believes that the terms are no less favorable than those the Company
could obtain from an unaffiliated third party.

MERRIMAC

UniCapital will acquire all of the partnership interests of Merrimac for:
(i) the satisfaction of $2.8 million in debt and (ii) 178,750 shares of Common
Stock. In addition, UniCapital will pay additional consideration in Common
Stock, equal to (i) 50% of any increase in Merrimac's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Merrimac's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of Mark
Cignoli and Daniel Shatz, the General Manager and Sales Manager of Merrimac,
respectively, will enter into a two-year employment agreement with the
subsidiary of the Company that will operate the Merrimac business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

Merrimac leases office space from JAM Associates, a Massachusetts general
partnership owned by Jordan Shatz and Allan Gilbert, both of whom are partners
in Merrimac. For the year ended December 31, 1997, Merrimac made rental payments
to JAM Associates in the amount of $60,000. Upon consummation of the Offering,
the lease will be terminated and a new lease will be entered into, which will be
based on terms no less favorable than those the Company could obtain from an
unaffiliated third party.

MCMG

Common Stock, equal to (i) 50% of any increase in MCMG's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in MCMG's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Each of Fred R. Cornwall,
Michael W. Harling and James E. Craft, the President, Executive Vice President
and Senior Vice President of MCMG, respectively, will enter into a two-year
employment agreement with the subsidiary of the Company that will operate the
MCMG business after the Merger and a two-year, post-employment covenant not to
compete with the Company.

Mr. Cornwall owns approximately 6% of Colorado Natural Gas, Inc ("CNG").
For the year ended December 31, 1997, MCMG received $532,950 from CNG in
connection with underwriting an equity and bond financing on behalf of CNG.

NSJ

UniCapital will acquire all of the outstanding stock of NSJ for: (i) $16.0
million in cash and (ii) 561,979 shares of Common Stock. In addition, UniCapital
will pay additional consideration, 60% in cash and 40% in Common Stock, of up to
$13.5 million based on the adjusted pre-tax income of the "Big Ticket Leasing
Division" (as defined in the Cauff Lippman and NSJ Merger Agreements) for the
years ended December 31, 1998, 1999 and 2000. The Merger Agreement provides for
such additional consideration to be paid in three possible payments: (i) $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1998 exceeds $19.0 million; (ii) an additional $4.4
million if the adjusted pre-tax income of the Big Ticket Leasing Division for
the year ended December 31, 1999, plus the excess of the adjusted pre-tax income
of the Big Ticket Leasing Division for the year ended December 31, 1998 over
$26.7 million, exceeds $19.0 million; and (iii) a third $4.4 million if the
adjusted pre-tax income of the Big Ticket Leasing Division for the year ended
December 31, 2000, plus the excess of the adjusted pre-tax income of the Big
Ticket Leasing Division for the year ended December 31, 1999 over $26.7 million,
exceeds $19.0 million; provided, that if the aggregate amount paid under clauses
(i) and (ii) is less than $8.9 million and if the aggregate adjusted pre-tax
income of the Big Ticket Leasing Division for the three years ended December 31,
2000 equals or exceeds $56.9 million, then the payment under clause (iii) will
equal $13.3 million minus the amounts paid under clauses (i) and (ii). Each of
Jeptha Thornton, Samuel Thornton and Richard Giles, the President, Vice
President and Executive Vice President and General Counsel of NSJ, respectively,
will enter into a three-year employment agreement with the subsidiary of the
Company that will operate the NSJ business after the Merger and a two-year,
post-employment covenant not to compete with the Company.

Jeptha Thornton, a stockholder of NSJ, owns NSJ Corporation of Florida
("NSJ Florida"). NSJ Florida provides certain management and administrative
services to NSJ. Such management services were valued at $250,000 in 1997 and
were recorded as contributed capital. Upon consummation of the Merger, NSJ
Florida will no longer provide these services to NSJ.

PFSC

During the year ended December 31, 1997, PFSC provided contract lease
portfolio management services to PLC Lease Receivables 1993-A Trust (the
"Trust"), an entity affiliated with PFSC by common ownership, and received
$118,521 in service and late fees from the Trust.

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<PAGE> 100

VARILEASE

UniCapital will acquire all of the outstanding stock of Varilease for: (i)
$36.8 million in cash and (ii) 1,934,368 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Varilease's adjusted pre-tax income
for the year ended December 31, 1998 over the year ended December 31, 1997 and
(ii) 50% of any increase in Varilease's adjusted pre-tax income for the year
ended December 31, 1999 over the adjusted pre-tax income for the year ended
December 31, 1998 (unless adjusted pre-tax income for the year ended December
31, 1998 is less than for the year ended December 31, 1997, in which case the
baseline for comparison will be the year ended December 31, 1997). Each of
Robert VanHellemont and Gary Miller, the President and Chief Financial Officer
of Varilease, respectively, will enter into a two-year employment agreement with
the subsidiary of the Company that will operate the Varilease business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

In connection with the Merger Agreement, Mr. VanHellemont has granted the
Company an option to purchase his equity interest in two entities, Worldwide and
Summa. The Company has the option to purchase Worldwide for $1,000,000 plus the
amount, if any, owed to Mr. VanHellemont by Worldwide. The option is exercisable
until the date that is twelve months following the consummation of the Offering.
The Company has the option to purchase Mr. VanHellemont's equity interest in
Summa for an amount equal to the fair market value of Mr. VanHellemont's equity
interest, as agreed upon by the parties at the time of purchase. The option is
exercisable until the date that is twenty-four months following the consummation
of the Offering. The Company has made no determination as to whether it wishes
to enter the businesses conducted by Worldwide and/or Summa.

In connection with the Merger Agreement, the Company has agreed to cause
the subsidiary of the Company that will operate the Varilease business to enter
into a lease of a building to be built upon real property owned by Mr.
VanHellemont.

From time to time, Varilease has made loans to Mr. VanHellemont. As of
December 31, 1997, amounts due with respect to such loans from Varilease to Mr.
VanHellemont totaled approximately $1,489,561. Upon consummation of the Merger,
all amounts due from Mr. VanHellemont with respect to such loans will have been
repaid.

WALDEN

UniCapital will acquire all of the outstanding stock of Walden for: (i)
$21.0 million in cash and (ii) 1,105,184 shares of Common Stock. In addition,
UniCapital will pay additional consideration, 50% in cash and 50% in Common
Stock, equal to (i) 50% of any increase in Walden's adjusted pre-tax income for
the year ended December 31, 1998 over the year ended December 31, 1997 and (ii)
50% of any increase in Walden's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be for the year ended December 31, 1997). Each of David Burmon,
Richard Albertelli and Robert Kopp, the President and Executive Vice Presidents,
of Walden, respectively, will enter into a two-year employment agreement with
the subsidiary of the Company that will operate the Walden business after the
Merger and a two-year, post-employment covenant not to compete with the Company.

Walden Asset Associates ("WAA"), a New York partnership in which the
stockholders of Walden have equal ownership interests, was established to hold
key man life insurance policies on the principals of Walden. Walden sold its
rights under certain remarketing contracts to WAA. Upon consummation of the
Merger, WAA will have been dissolved and the rights under the remarketing
contracts will have reverted to Walden.

FINANCIAL ADVISORY SERVICE FEES

Bruce E. Kropschot, the Company's Vice Chairman -- Mergers & Acquisitions,
was founder and President of Kropschot Financial Services ("KFS"), a merger and
acquisition advisor to equipment leasing companies, through December 1997. KFS
has provided financial advisory services to three of the Founding Companies in
connection with the Mergers. As compensation for these services, KFS will
receive the following fees: (i) from

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Walden's shareholders, $200,000 which is payable in cash (none of which will be
received directly or indirectly by Mr. Kropschot, and all of which will be paid
directly to Martin Shames, who is currently a managing director of KFS); (ii)
from Matrix's shareholders, $500,000 which is payable in cash and 10,526 shares
of Common Stock (all of which will be payable directly to Mr. Kropschot in
accordance with an arrangement between Mr. Kropschot and KFS regarding such
fee); and (iii) from Jacom's shareholder, $350,000 which is payable in cash
($200,000 will be payable directly to Mr. Kropschot and $150,000 will be payable
to Mr. Shames in accordance with an arrangement between Mr. Kropschot and KFS
regarding such fee).

In connection with his employment with UniCapital, Mr. Kropschot reached
agreement with the two managing directors of KFS pursuant to which Mr. Kropschot
has redeemed his entire equity interest in KFS in exchange for a note payable by
the parent company of KFS. Since KFS is a prominent merger and acquisition
advisor to equipment leasing companies, it is likely that KFS will be an advisor
to future candidates to be acquired by the Company.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 31, 1998, based upon 6,798,750 shares
outstanding as of such date and assuming completion of the Mergers and the
issuance of 13,334,064 shares therein, and as adjusted to reflect the sale of
the Common Stock being offered hereby, by: (i) each person (or group of
affiliated persons) known by the Company to be the beneficial owner of more than
five percent of the outstanding Common Stock; (ii) each Named Executive Officer
of the Company; (iii) each director of the Company and (iv) all of the Company's
directors and executive officers as a group. Each stockholder possesses sole
voting and investment power with respect to the shares listed, unless otherwise
noted.

<TABLE>
<CAPTION>
PERCENTAGE OF COMMON
STOCK OWNED
-----------------------
NUMBER OF SHARES BEFORE THE AFTER THE
BENEFICIAL OWNER OF COMMON STOCK OFFERING OFFERING
---------------- ---------------- ---------- ---------
<S> <C> <C> <C>
Robert New(1).......................................... 1,851,513 9.0 3.8
c/o UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154
Theodore J. Rogenski(2)................................ 400,000 2.0 *
Bruce E. Kropschot(3).................................. 480,526 2.4 1.0
Martin Kalb(4)......................................... 412,500 2.0 *
Steven E. Hirsch....................................... 315,000 1.6 *
Jonathan New........................................... 190,000 * *
Jonathan J. Ledecky(1)................................. 2,415,000 11.7 5.0
c/o UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154
Vincent W. Eades(5).................................... 96,000 * *
John A. Quelch(5)...................................... 96,000 * *
Anthony K. Shriver(5)(6)............................... 81,000 * *
John Alfano(7)......................................... 3,368,368 16.7 7.0
c/o Jacom Computer Services, Inc.
207 Washington Street
Northvale, NJ 07647
All directors and executive officers, as a group(8).... 6,337,539 29.5 12.8
</TABLE>

- ---------------
* Less than one percent.

(1) Includes 500,000 shares issuable upon the exercise of options to be granted
on the effective date of the registration statement of which this Prospectus
forms a part, which options will be immediately exercisable.

(2) Includes 200,000 shares issuable upon the exercise of options granted to Mr.
Rogenski, which options are immediately exercisable.

(3) Includes 10,526 shares to be received by Mr. Kropschot from Matrix's
shareholders after the consummation of the Merger in accordance with a fee
arrangement among Mr. Kropschot, KFS and Matrix.

(4) Represents shares owned by the Kalb Investment Limited Partnership.

(5) Includes 21,000 shares issuable upon the exercise of options to be granted
on the effective date of the registration statement of which this Prospectus
forms a part under the 1998 Non-Employee Directors' Stock Plan, which
options will be immediately exercisable.

(6) Includes 60,000 shares issuable upon the exercise of options to be granted
to Mr. Shriver on the effective date of the Registration Statement, which
options will be immediately exercisable.

(7) Represents shares to be issued to Mr. Alfano in payment of a portion of the
Merger consideration in connection with the Jacom Merger.

(8) See notes (1) through (6).

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DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, par value $.001 per share and 20,000,000 shares of Preferred
Stock, par value $.001 per share. The following summary description of the
capital stock of the Company reflects the material provisions of the Company's
Certificate of Incorporation and Bylaws that affect capital stock. The
description does not purport to be complete and is subject to the detailed
provisions of, and qualified in its entirety by reference to, the Company's
Certificate of Incorporation and Bylaws, copies of which have been filed as
exhibits to the registration statement of which this Prospectus forms a part,
and to the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL").

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in the distribution of all assets remaining
after payment of liabilities, subject to the rights of any holders of preferred
stock of the Company. The holders of Common Stock have no preemptive rights to
subscribe for additional shares of the Company and no right to convert their
Common Stock into any other securities. In addition, there are no redemption or
sinking fund provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered hereby will
be, fully paid and nonassessable.

PREFERRED STOCK

The Company is authorized to issue up to 20,000,000 shares of Preferred
Stock. The Board of Directors is authorized, subject to any limitations
prescribed by law, without further shareholder approval, to issue such shares of
Preferred Stock in one or more series, with such rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be established by
the Board of Directors at the time of issuance.

The issuance of Preferred Stock by the Board of Directors could adversely
affect the rights of holders of Common Stock. For example, the issuance of
shares of Preferred Stock could result in securities outstanding that would have
preference over the Common Stock with respect to dividends and in liquidation
and that could (upon conversion or otherwise) enjoy all of the rights of the
Common Stock.

The authority possessed by the Board of Directors to issue Preferred Stock
could potentially be used to discourage attempts by third persons to obtain
control of the Company through merger, tender offer, proxy or consent
solicitation or otherwise, by making such attempts more difficult to achieve or
more costly. The Board of Directors may issue Preferred Stock without
stockholder approval and with voting rights that could adversely affect the
voting power of holders of Common Stock. There are no agreements or
understandings for the issuance of Preferred Stock, and the Company has no plans
to issue any shares of Preferred Stock.

CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S CERTIFICATE OF
INCORPORATION AND BYLAWS

The Company is subject to the provisions of Section 203 of the DGCL.
Section 203 prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A "business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years prior to the proposed
business combination has owned 15% or more of the corporation's voting stock.

The Company's Certificate of Incorporation and Bylaws divide the Board of
Directors of the Company into three classes, each class to be as nearly equal in
number of directors as possible. At each annual meeting of

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stockholders, directors in each class will be elected for three-year terms to
succeed the directors of that class whose terms are expiring. John A. Quelch and
Anthony K. Shriver will be Class I directors whose terms will expire in 1999.
Vincent W. Eades and Bruce E. Kropschot will be Class II directors whose terms
will expire in 2000. Jonathan J. Ledecky and Robert New will be Class III
directors whose terms will expire in 2001. In accordance with the DGCL,
directors serving on classified boards of directors may only be removed from
office for cause. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company.

The Bylaws of the Company provide that stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates for the
Board of Directors and for certain other stockholder business to be conducted at
an annual meeting. These provisions could, under certain circumstances, operate
to delay, defer or prevent a change in control of the Company.

The Company's Certificate of Incorporation provides that liability of
directors of the Company is eliminated to the fullest extent permitted under
Section 102(b)(7) of the DGCL. As a result, no director of the Company will be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Company or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) for any wilful or negligent payment of an unlawful
dividend, stock purchase or redemption; or (iv) for any transaction from which
the director derived an improper personal benefit.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following is a general discussion of material U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock by a
beneficial owner that is a "Non-U.S. Holder." A "Non-U.S. Holder" is a person or
entity that, for U.S. federal income tax purposes, is a non-resident alien
individual, a foreign corporation, a foreign partnership, or a foreign estate or
trust.

This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), and administrative interpretations as of the date hereof, all of
which are subject to changes, including changes with retroactive effect. This
discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant to Non-U.S. Holders in light of their particular
circumstances and does not address any tax consequences arising under the laws
of any state, local or foreign jurisdiction. Prospective holders are advised to
consult their tax advisors with respect to the particular tax consequences to
them of owning and disposing of Common Stock, including the consequences under
the laws of any state, local or foreign jurisdiction.

DIVIDENDS

Subject to the discussion below, dividends, if any, paid to a Non-U.S.
Holder of Common Stock generally will be subject to withholding tax at a 30%
rate or such lower rate as may be specified by an applicable income tax treaty.
See "Dividend Policy." For purposes of determining whether tax is to be withheld
at a 30% rate or at a reduced rate as specified by an income tax treaty, the
Company ordinarily will presume that dividends paid on or before December 31,
1998 to an address in a foreign country are paid to a resident of such country
absent knowledge that such presumption is not warranted.

Under the recently finalized United States Treasury Regulations applicable
to dividends paid after December 31, 1998 (the "Final Regulations"), to obtain a
reduced rate of withholding under a treaty a Non-U.S. Holder will generally be
required to provide an Internal Revenue Service Form W-8 certifying such
Non-U.S. Holder's entitlement to benefits under a treaty. The Final Regulations
also provide special rules to determine whether, for purposes of determining the
applicability of a tax treaty, dividends paid to a Non-U.S. Holder that is an
entity should be treated as paid to the entity or those holding an interest in
that entity.

There will be no withholding tax on dividends paid to a Non-U.S. Holder
that are effectively connected with the Non-U.S. Holder's conduct of a trade or
business within the United States if a Form 4224 (or, after December 31, 1998, a
Form W-8) stating that the dividends are so connected is filed with the Company.
Instead, the effectively connected dividends will be subject to regular U.S.
income tax in the same manner as if the Non-U.S. Holder were a U.S. resident. A
non-U.S. corporation receiving effectively connected dividends may also be
subject to an additional "branch profits tax" which is imposed, under certain
circumstances, at a rate of 30% (or such lower rate as may be specified by an
applicable treaty) on the non-U.S. corporation's effectively connected earnings
and profits, subject to certain adjustments.

Generally, the Company must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the amount,
if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax
treaties or certain other agreements, the U.S. Internal Revenue Service may make
its reports available to tax authorities in the recipient's country of
residence. Dividends paid to a Non-U.S. Holder at an address within the United
States may be subject to backup withholding imposed at a rate of 31% if the
Non-U.S. Holder fails to establish that it is entitled to an exemption or to
provide a correct taxpayer identification number and certain other information
to the Company.

Under current United States federal income tax law, backup withholding
imposed at a rate of 31% generally will not apply to dividends paid on or before
December 31, 1998 to a Non-U.S. Holder at an address outside the United States
(unless the payer has knowledge that the payee is a U.S. person). Under the
Final Regulations, however, a Non-U.S. Holder will be subject to backup
withholding unless applicable certification requirements are met.

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<PAGE> 106

DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to U.S. federal income tax
with respect to gain realized on a sale or other disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of such
holder in the United States, (ii) in the case of certain Non-U.S. Holders who
are non-resident alien individuals and hold Common Stock as a capital asset,
such individuals are present in the United States for 183 or more days in the
taxable year of the disposition, (iii) the Non-U.S. Holder is subject to tax
pursuant to the provisions of the Code regarding the taxation of U.S.
expatriates, or (iv) the Company is or has been a "U.S. real property holding
corporation" within the meaning of Section 897(c)(2) of the Code at any time
within the shorter of the five-year period preceding such disposition or such
holder's holding period. The Company is not, and does not anticipate becoming, a
U.S. real property holding corporation.

Under current United States federal income tax law, information reporting
and backup withholding imposed at a rate of 31% will apply to the proceeds of a
disposition of Common Stock effected by or through a U.S. office of a broker
unless the disposing holder certifies as to its non-U.S. status or otherwise
establishes an exemption. Generally, U.S. information reporting and backup
withholding will not apply to a payment of disposition proceeds where the
transaction is effected outside the United States through a non-U.S. office of a
non-U.S. broker. However, U.S. information reporting requirements (but not
backup withholding) will apply to a payment of disposition proceeds where the
transaction is effected outside the United States by or through an office
outside the United States of a broker that is either (i) a U.S. person, (ii) a
foreign person which derives 50% or more of its gross income for certain periods
from the conduct of a trade or business in the United States, (iii) a
"controlled foreign corporation" for U.S. federal income tax purposes, or (iv)
effective after December 31, 1998, certain brokers that are partnerships with
U.S. partners or that are engaged in a U.S. trade or business, and the broker
fails to maintain documentary evidence that the holder is a Non-U.S. Holder and
that certain conditions are met, or that the holder otherwise is entitled to an
exemption.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the U.S.
Internal Revenue Service.

FEDERAL ESTATE TAX

An individual Non-U.S. Holder who is treated as the owner of, or has made
certain lifetime transfers of, an interest in the Common Stock will be required
to include the value thereof in his gross estate for U.S. federal estate tax
purposes, and may be subject to U.S. federal estate tax unless an applicable
estate tax treaty provides otherwise.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 48,132,814 shares of
Common Stock outstanding, based upon the number of shares outstanding as of
March 31, 1998. The 28,000,000 shares sold in the Offering will be freely
tradeable without restriction or further registration under the Securities Act,
unless acquired by an "affiliate" of the Company, as that term is defined in
Rule 144; shares held by affiliates will be subject to resale limitations of
Rule 144 described below. All of the remaining 20,132,814 outstanding shares of
Common Stock will be available for resale at various dates beginning 180 days
after the date of this Prospectus, upon expiration of applicable lock-up
agreements described below and subject to compliance with Rule 144 under the
Securities Act as the holding provisions of Rule 144 are satisfied. Further,
upon consummation of the Offering, 3,564,723 shares of Common Stock will be
issuable upon the exercise of stock options to be granted on or prior to the
effective date of the Registration Statement. The Company intends to file a
registration statement on Form S-8 with respect to the shares of Common Stock
issuable upon exercise of such options, and a "shelf" registration statement
with respect to shares of Common Stock that may be issued in connection with
possible future acquisition transactions, as soon as practicable after the
consummation of the Offering.

In general, under Rule 144 as currently in effect, a stockholder who has
beneficially owned for at least one year shares privately acquired directly or
indirectly from the Company or from an affiliate of the Company, and persons who
are affiliates of the Company who have acquired the shares in registered
transactions, will be entitled to sell within any three-month period a number of
shares that does not exceed the greater of: (i) one percent of the outstanding
shares of Common Stock (approximately 481,328 shares immediately after
completion of the Offering); or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks preceding such sale. Sales under
Rule 144 are also subject to certain requirements relating to the manner and
notice of sale and the availability of current public information about the
Company.

The Company, each of its directors and officers, the holders of the shares
of Common Stock issued or to be issued in the Mergers and certain related
persons have agreed with the Underwriters not to offer, sell or otherwise
dispose of any shares of Common Stock or securities convertible into or
exercisable or exchangeable for such shares for a period of 180 days after the
date of this Prospectus without the prior written consent of Morgan Stanley &
Co. Incorporated.

Prior to this Offering, there has been no public market for the Common
Stock. No predictions can be made with respect to the effect, if any, that
public sales of shares of the Common Stock or the availability of shares for
sale will have on the market price of the Common Stock after the completion of
the Offering. Sales of substantial amounts of Common Stock in the public market
following the Offering, or the perception that such sales may occur, could
adversely affect the market price of the Common Stock or the ability of the
Company to raise capital through sales of its equity securities. See "Risk
Factors -- No Prior Market for Common Stock; Possible Volatility of Stock
Price."

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UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date of this Prospectus (the "Underwriting Agreement"), the
U.S. Underwriters named below, for whom Morgan Stanley & Co. Incorporated, Smith
Barney Inc., NationsBanc Montgomery Securities LLC and Friedman, Billings,
Ramsey & Co., Inc. are acting as U.S. Representatives, and the International
Underwriters named below for whom Morgan Stanley & Co. International Limited,
Smith Barney Inc., NationsBanc Montgomery Securities LLC and Friedman, Billings,
Ramsey & Co., Inc. are acting as International Representatives, have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective number of shares of Common Stock set forth opposite the names of such
Underwriters below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.........................
Smith Barney Inc. ........................................
NationsBanc Montgomery Securities LLC.....................
Friedman, Billings, Ramsey & Co., Inc. ...................
Subtotal..................................................
International Underwriters:
Morgan Stanley & Co. International Limited................
Smith Barney Inc. ........................................
NationsBanc Montgomery Securities LLC.....................
Friedman, Billings, Ramsey & Co., Inc.....................
Subtotal..................................................
----------------
Total..................................................
================
</TABLE>

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

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
Shares or distribute any prospectus relating to the Shares outside the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United States or Canada or to any United States or
Canadian Person. With respect to any Underwriter that is a U.S. Underwriter and
an International Underwriter, the foregoing representations and agreements (i)
made by it in its capacity as a U.S. Underwriter apply only to it in its
capacity as a U.S. Underwriter and (ii) made by it in its capacity as an
International Underwriter apply only to it in its capacity as an International
Underwriter. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement between
U.S. and International Underwriters. As used herein, "United States or Canadian
Person" means any national or resident of the United States or Canada, or any
corporation, pension, profit-sharing or other trust or other entity organized
under the laws of the United States or Canada or of any political subdivision
thereof (other than a branch located outside the United States and Canada of any
United States or Canadian Person), and includes any United States or Canadian
branch of a person who is otherwise not a United States or Canadian Person. All
shares of Common

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Stock to be purchased by the Underwriters under the Underwriting Agreement are
referred to herein as the "Shares."

Pursuant to the Agreement between U.S. and International Underwriters,
sales may be made between the U.S. Underwriters and International Underwriters
of any number of Shares as may be mutually agreed. The per share price of any
Shares so sold shall be the public offering price set forth on the cover page
hereof, in United States dollars, less an amount not greater than the per share
amount of the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and that
any offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom its sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the Shares to the International Underwriters, will not offer or sell, any Shares
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act of 1986 with respect to
anything done by it in relation to the Shares in, from or otherwise involving
the United Kingdom; and (iii) it has only issued or passed on and will only
issue or pass on in the United Kingdom any document received by it in connection
with the offering of the Shares to a person who is of a kind described in
Article 11(3) of the Financial Services Act of 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the Shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
to Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law. Each
International Underwriter has further agreed to send to any dealer who purchases
from it any of the Shares a notice stating in substance that, by purchasing such
Shares, such dealer represents and agrees that it has not offered or sold, and
will not offer or sell, any of such Shares, directly or indirectly, in Japan or
to for the account of any resident thereof except for offers or sales to
Japanese International Underwriters or dealers and except pursuant to any
exemption from the registration requirements of the Securities and Exchange Law
and otherwise in compliance with applicable provisions of Japanese law, and that
such dealer will send to any other dealer to whom it sells any of such Shares a
notice containing substantially the same statement as is contained in this
sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ a share under the public offering price. Any
Underwriter may allow, and such dealers may reallow, a concession not in excess
of $ a share to other Underwriters or to certain other dealers. After
the initial offering of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Representatives.

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<PAGE> 110

The Company has granted to the U.S. Underwriters an option, exercisable for
30 days from the date of this Prospectus, to purchase up to an aggregate of
4,200,000 additional shares of Common Stock at the public offering price set
forth on the cover page hereof, less underwriting discounts and commissions. The
U.S. Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the shares of
Common Stock offered hereby. To the extent such option is exercised, each U.S.
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares of Common Stock as
the number set forth next to such U.S. Underwriter's name in the preceding table
bears to the total number of shares of Common Stock offered by the U.S.
Underwriters hereby.

The Common Stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol "UCP."

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

Each of the Company and the directors, executive officers and certain other
stockholders of the Company has agreed that, without the prior written consent
of Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 180 days after the date of this Prospectus, with
certain limited exceptions, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contact to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Common Stock, whether
any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The
restrictions described in this paragraph do not apply to (x) the sale of the
Shares to the Underwriters or (y) the issuance by the Company of the shares of
Common Stock upon the exercise of any option or a warrant or the conversion of a
security outstanding on the date of this Prospectus of which the Underwriters
have been advised in writing provided that the recipient of such shares agrees
to be bound by the transfer restrictions set forth herein.

The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.

From time to time, each of the Underwriters and their respective affiliates
may provide investment banking services to the Company.

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

In order to facilitate the offering of the Common Stock, the Underwriters
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, creating a short position in the Common Stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Common Stock, the Underwriters may bid for, and purchase, shares of
Common Stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an Underwriter or a dealer for distributing the
Common Stock in the Offering, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

PRICING OF THE OFFERING

Prior to the Offering, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiations
between the Company and the Representatives. Among the factors to be
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<PAGE> 111

considered in determining the initial public offering price will be the future
prospects of the Company and its industry in general, sales, earnings and
certain other financial and operating information of the Company in recent
periods, and the price-earnings ratios, price-sales ratios, market prices of
securities and certain financial and operating information of companies engaged
in activities similar to those of the Company. The estimated initial public
offering price range set forth on the cover page of this Preliminary Prospectus
is subject to change as a result of market conditions and other factors.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Morgan, Lewis & Bockius LLP, Pittsburgh, Pennsylvania.
Certain legal matters relating to the shares of Common Stock offered hereby will
be passed upon for the Underwriters by Davis Polk & Wardwell, New York, New
York.

EXPERTS

The financial statements of UniCapital as of December 31, 1997 and for the
period from inception (October 9, 1997) to December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of Boulder as of December 31, 1997 and for the
year then ended included in this Prospectus have been so included in reliance on
the report of Price Waterhouse LLP, independent certified public accountants,
given on the authority of said firm as experts in auditing and accounting.

The financial statements of Merrimac as of December 31, 1997 and for each
of the two years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of NSJ and Walden as of December 31, 1996 and 1997
and for each of the three years in the period ended December 31, 1997 included
in this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.

The financial statements of Varilease as of September 30, 1996 and 1997 and
for each of the three years in the period ended September 30, 1997 included in
this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.

The financial statements of American Capital as of July 31, 1996 and 1997
and for each of the years in the three-year period ended July 31, 1997 and the
financial statements of Boulder for the year ended December 31, 1996 included in
this Prospectus have been so included in reliance on the report of KPMG Peat
Marwick LLP, independent certified public accountants, given on the authority of
said firm as experts in auditing and accounting.

The combined financial statements of Cauff Lippman at December 31, 1996 and
1997, 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 certified public accountants, as set forth in
their report thereon appearing elsewhere herein and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

The financial statements of Jacom as of December 31, 1996 and 1997 and for
each of the three years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of BDO Seidman LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

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<PAGE> 112

The financial statements of Matrix as of June 30, 1996 and 1997 and for
each of the three years in the period ended June 30, 1997 included in this
Prospectus have been so included in reliance on the report of Tanner + Co.,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

The financial statements of MCMG as of December 31, 1996 and 1997 and for
each of the three years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Grant Thornton
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of PFSC as of December 31, 1996 and 1997 and for
each of the two years in the period ended December 31, 1997 included in this
Prospectus have been so included in reliance on the report of Arthur Andersen
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of Keystone as of December 31, 1996 and 1997 and
for each of the three years in the period ended December 31, 1997 included in
this Prospectus have been so included in reliance on the report of Coopers &
Lybrand L.L.P., independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act and the rules and regulations promulgated
thereunder, covering the Common Stock offered hereby. This Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement, and the exhibits and schedules thereto for
further information with respect to the Company and the Common Stock offered
hereby. Statements contained in this Prospectus as to the contents of any
contract, agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance, reference is made
to the exhibit for a more complete description of the matter involved, each such
statement being qualified in its entirety by such reference. The Registration
Statement may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission maintained
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such materials may
be obtained from the Public Reference Section of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, registration statements and certain other filings made with
the Commission through its Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system are publicly available through the Commission's site on the
Internet's World Wide Web, located at http://www.sec.gov. The Registration
Statement, including all exhibits thereto and amendments thereof, has been filed
with the Commission through EDGAR.

108
<PAGE> 113

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
UNICAPITAL CORPORATION AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction.............................................. F-4
Unaudited Pro Forma Combined Balance Sheet................ F-5
Unaudited Pro Forma Combined Statement of Operations...... F-7
Notes to Unaudited Pro Forma Combined Financial
Statements............................................. F-9

UNICAPITAL CORPORATION
Report of Independent Certified Public Accountants........ F-14
Balance Sheet............................................. F-15
Statement of Operations................................... F-16
Statement of Stockholders' Equity......................... F-17
Statement of Cash Flows................................... F-18
Notes to Financial Statements............................. F-19

AMERICAN CAPITAL RESOURCES, INC.
Independent Auditors' Report.............................. F-23
Balance Sheets............................................ F-24
Statements of Income and Retained Earnings................ F-25
Statements of Cash Flows.................................. F-26
Notes to Financial Statements............................. F-27

BOULDER CAPITAL GROUP, INC.
Report of Independent Certified Public Accountants........ F-34
Balance Sheet............................................. F-35
Statement of Operations................................... F-36
Statement of Stockholders' Equity......................... F-37
Statement of Cash Flows................................... F-38
Notes to Financial Statements............................. F-39
Independent Auditors' Report.............................. F-46
Statements of Operations and Retained Earnings............ F-47
Statement of Cash Flows................................... F-48
Notes to Financial Statements............................. F-49

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES
Report of Independent Certified Public Accountants........ F-53
Combined Balance Sheets................................... F-54
Combined Statements of Income............................. F-55
Combined Statements of Changes in Equity (Deficit)........ F-56
Combined Statements of Cash Flows......................... F-57
Notes to Combined Financial Statements.................... F-58
</TABLE>

F-1
<PAGE> 114

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
JACOM COMPUTER SERVICES, INC.
Report of Independent Certified Public Accountants........ F-63
Balance Sheets............................................ F-64
Statements of Income and Retained Earnings................ F-65
Statements of Cash Flows.................................. F-66
Summary of Accounting Policies............................ F-67
Notes to Financial Statements............................. F-70

K.L.C., INC.
Report of Independent Accountants......................... F-73
Balance Sheets............................................ F-74
Statements of Income and Retained Earnings................ F-75
Statements of Cash Flows.................................. F-76
Notes to Financial Statements............................. F-77

MATRIX FUNDING CORPORATION AND SUBSIDIARY
Independent Auditors' Report.............................. F-82
Consolidated Balance Sheet................................ F-83
Consolidated Statement of Income.......................... F-84
Consolidated Statement of Stockholders' Equity............ F-85
Consolidated Statement of Cash Flows...................... F-86
Notes to Consolidated Financial Statements................ F-87

MERRIMAC FINANCIAL ASSOCIATES
Report of Independent Certified Public Accountants........ F-95
Balance Sheet............................................. F-96
Statement of Operations................................... F-97
Statement of Partners' Capital............................ F-98
Statement of Cash Flows................................... F-99
Notes to Financial Statements............................. F-100

MUNICIPAL CAPITAL MARKETS GROUP, INC.
Report of Independent Certified Public Accountants........ F-103
Balance Sheets............................................ F-104
Statements of Operations.................................. F-105
Statement of Stockholders' Equity......................... F-106
Statements of Cash Flows.................................. F-107
Notes to Financial Statements............................. F-108

THE NSJ GROUP
Report of Independent Certified Public Accountants........ F-110
Combined Balance Sheet.................................... F-111
Combined Statement of Operations.......................... F-112
Combined Statement of Stockholders' Equity................ F-113
Combined Statement of Cash Flows.......................... F-114
</TABLE>

F-2
<PAGE> 115

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notes to Combined Financial Statements.................... F-115

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.
Report of Independent Public Accountants.................. F-121
Balance Sheets............................................ F-122
Statements of Operations.................................. F-123
Statements of Changes in Partners' Equity................. F-124
Statements of Cash Flows.................................. F-125
Notes to Financial Statements............................. F-126

VARILEASE CORPORATION AND SUBSIDIARY
Report of Independent Certified Public Accountants........ F-129
Consolidated Balance Sheet................................ F-130
Consolidated Statement of Operations...................... F-131
Consolidated Statement of Stockholders' Equity............ F-132
Consolidated Statement of Cash Flows...................... F-133
Notes to Consolidated Financial Statements................ F-134

THE WALDEN ASSET GROUP, INC.
Report of Independent Certified Public Accountants........ F-142
Balance Sheet............................................. F-143
Statement of Operations................................... F-144
Statement of Stockholders' Equity......................... F-145
Statement of Cash Flows................................... F-146
Notes to Financial Statements............................. F-147
</TABLE>

F-3
<PAGE> 116

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

INTRODUCTION TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect
to the acquisitions by UniCapital Corporation ("UniCapital") of the outstanding
capital stock of American Capital Resources, Inc. ("American Capital"), Boulder
Capital Group, Inc. ("Boulder"), Cauff, Lippman Aviation, Inc. and Certain
Affiliates ("Cauff Lippman"), Jacom Computer Services, Inc. ("Jacom"), K.L.C.,
Inc. ("Keystone"), Matrix Funding Corporation and Subsidiary ("Matrix"),
Municipal Capital Markets Group, Inc. ("MCMG"), The NSJ Group ("NSJ"), Varilease
Corporation and Subsidiary ("Varilease") and The Walden Asset Group, Inc.
("Walden") and the partnership interests of Merrimac Financial Associates
("Merrimac") and Portfolio Financial Servicing Company, L.P. ("PFSC"). These
acquisitions will occur simultaneously with the closing of UniCapital's initial
public offering and will be accounted for using the purchase method of
accounting. UniCapital has been identified as the "accounting acquiror" in
accordance with the provisions of Securities and Exchange Commission Staff
Accounting Bulletin No. 97, which states that the combining company that
receives the largest portion of voting rights in the combined corporation is
presumed to be the "accounting acquiror" for financial statement presentation
purposes. The consideration to be paid to the stockholders of the Founding
Companies in the Mergers consists of a combination of cash and Common Stock. In
addition, the Company may make additional payments to the stockholders of the
Founding Companies (other than PFSC), in cash and Common Stock, based upon
increases in the adjusted pre-tax income of the Founding Companies for the years
ended December 31, 1998 and 1999 (and, in the case of Boulder, Cauff Lippman and
NSJ, also for the year ended December 31, 2000). If and when such additional
consideration is paid to the stockholders of the Founding Companies, the fair
value of such consideration will be recorded in a manner consistent with the
consideration paid at closing for each Founding Company. Any shares of Common
Stock issued as contingent consideration will impact earnings per share in the
period in which the contingencies are resolved and the Common Stock is
distributable. The additional goodwill will be amortized over the remaining term
of the original goodwill recorded by the Company at closing.

The unaudited pro forma combined balance sheet gives effect to the Mergers
and the Offering as if they had occurred on December 31, 1997. The unaudited pro
forma combined statement of operations gives effect to these transactions as if
they had occurred on January 1, 1997.

UniCapital has preliminarily analyzed the savings that it expects to
realize from reductions in salaries and certain benefits to the stockholders and
management of the Founding Companies. To the extent that the stockholders and
management of the Founding Companies have agreed prospectively to reductions in
salary, bonuses and benefits, these reductions have been reflected in the pro
forma combined statement of operations. With respect to other potential cost
savings, UniCapital has not and cannot quantify these savings until completion
of the combination of the Founding Companies. Additionally, the pro forma
combined statement of operations gives effect to anticipated compensation of
UniCapital's new corporate management and associated costs of being a public
company.

The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available. The pro forma financial data do not purport to represent what
UniCapital's financial position or results of operations would actually have
been if such transactions in fact had occurred on those dates and are not
necessarily representative of UniCapital's financial position or results of
operations for any future period. Since the Founding Companies were not under
common control or management, historical combined results may not be comparable
to, or indicative of, future performance. The unaudited pro forma combined
financial statements should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Prospectus. See "Risk
Factors" included elsewhere in this Prospectus.

F-4
<PAGE> 117

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE
---------- ------- ------- ------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents............................. $ 30 $ 849 $ 200 $ 8,354 $ 2,596 $ 1,479
Marketable securities................................. -- -- -- -- -- --
Accounts receivable................................... -- -- 510 10,369 3,655 1,861
Net investment in direct financing and sales-type
leases.............................................. -- 67,526 32,162 -- 86,278 47,508
Equipment under operating leases, net................. -- -- 557 23,340 13,319 --
Equipment held for sale/lease......................... -- -- 2,382 -- -- 2,250
Property and equipment, net........................... -- 211 213 -- -- 294
Notes receivable...................................... -- -- -- -- -- --
Receivable from stockholders.......................... -- 526 -- -- 451 --
Investments........................................... -- -- -- -- -- --
Other assets.......................................... 601 4,535 -- 4,865 729 702
Deposits on equipment held for lease.................. -- -- -- 500 11,920 --
Goodwill.............................................. -- -- -- -- -- --
------- ------- ------- ------- -------- -------
Total assets........................................ $ 631 $73,647 $36,024 $47,428 $118,948 $54,094
======= ======= ======= ======= ======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt......................................... $ -- $35,552 $ 2,720 $ -- $ 7,304 $39,659
Non-recourse and limited recourse debt................ -- 17,513 28,265 26,749 35,751 --
Subordinated debt..................................... -- -- 2,250 -- -- --
Payable to shareholders, officers and affiliates...... -- -- -- 8,188 -- --
Accounts payable and accrued expenses................. 355 11,033 1,670 448 3,467 1,825
Security and other deposits........................... -- -- -- 6,338 -- --
Other liabilities..................................... -- 6 -- -- -- --
Income taxes payable.................................. -- -- -- -- 580 --
Deferred income taxes payable......................... -- 1,610 598 -- 2,678 565
------- ------- ------- ------- -------- -------
Total liabilities................................... 355 65,714 35,503 41,723 49,780 42,049
------- ------- ------- ------- -------- -------
Minority interest....................................... -- -- -- 698 -- --
Stockholders' equity:
Preferred stock....................................... -- -- -- -- -- --
Common stock.......................................... 5 -- -- 1 1 100
Additional paid-in capital............................ 1,744 1,030 536 1,818 -- 6
Loans receivable from related party................... -- -- -- -- -- (746)
Stock subscription notes receivable................... (129) -- -- -- -- --
Retained earnings (deficit)........................... (1,344) 6,903 (15) 3,188 69,167 12,685
Partners' equity...................................... -- -- -- -- -- --
Unrealized gain (loss) on securities.................. -- -- -- -- -- --
------- ------- ------- ------- -------- -------
Total stockholders' equity.......................... 276 7,933 521 5,007 69,168 12,045
------- ------- ------- ------- -------- -------
Total liabilities and stockholders' equity.......... $ 631 $73,647 $36,024 $47,428 $118,948 $54,094
======= ======= ======= ======= ======== =======

MATRIX MERRIMAC MCMG NSJ
------ -------- ---- ---
<S> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents............................. $ 7,675 $ 197 $464 $ 20
Marketable securities................................. 940 -- -- --
Accounts receivable................................... 1,367 238 37 1,039
Net investment in direct financing and sales-type
leases.............................................. 46,690 12,110 -- --
Equipment under operating leases, net................. 1,075 -- -- 23,780
Equipment held for sale/lease......................... 10,090 -- -- 2,471
Property and equipment, net........................... 306 20 9 --
Notes receivable...................................... -- -- -- --
Receivable from stockholders.......................... -- -- 40 10
Investments........................................... -- -- 114 5,737
Other assets.......................................... 367 40 5 400
Deposits on equipment held for lease.................. -- -- -- 2,497
Goodwill.............................................. -- -- -- --
------- ------- ---- -------
Total assets........................................ $68,510 $12,605 $669 $35,954
======= ======= ==== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt......................................... $11,657 $ 9,495 $-- $ --
Non-recourse and limited recourse debt................ 39,171 -- -- 23,803
Subordinated debt..................................... -- -- -- --
Payable to shareholders, officers and affiliates...... -- -- -- --
Accounts payable and accrued expenses................. 2,980 59 28 539
Security and other deposits........................... -- 122 -- 2,107
Other liabilities..................................... -- -- 290 2,446
Income taxes payable.................................. 2,839 -- -- --
Deferred income taxes payable......................... 2,317 -- -- --
------- ------- ---- -------
Total liabilities................................... 58,964 9,676 318 28,895
------- ------- ---- -------
Minority interest....................................... -- -- -- --
Stockholders' equity:
Preferred stock....................................... 5,540 -- -- --
Common stock.......................................... 250 -- 1 1
Additional paid-in capital............................ -- -- 41 2,566
Loans receivable from related party................... -- -- -- --
Stock subscription notes receivable................... -- -- -- --
Retained earnings (deficit)........................... 3,497 -- 309 4,492
Partners' equity...................................... -- 2,929 -- --
Unrealized gain (loss) on securities.................. 259 -- -- --
------- ------- ---- -------
Total stockholders' equity.......................... 9,546 2,929 351 7,059
------- ------- ---- -------
Total liabilities and stockholders' equity.......... $68,510 $12,605 $669 $35,954
======= ======= ==== =======
</TABLE>

F-5
<PAGE> 118

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

DECEMBER 31, 1997
(in thousands)

<TABLE>
<CAPTION>
PRO FORMA POST MERGER
PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
---- --------- ------ ----- ----------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Assets:
Cash and cash equivalents....... $ 5 $ 2,834 $ 693 $ 25,396 $ (7,690) $ 17,706 $ 125,494 $ 143,200
Marketable securities........... -- -- -- 940 -- 940 -- 940
Accounts receivable............. 181 4,028 697 23,982 (100) 23,882 -- 23,882
Net investment in direct
financing and sales-type
leases........................ -- 65,619 51,713 409,606 -- 409,606 -- 409,606
Equipment under operating
leases, net................... -- 22,496 3,667 88,234 21,845 110,079 -- 110,079
Equipment held for sale/lease... -- 12,800 4,814 34,807 -- 34,807 -- 34,807
Property and equipment, net..... 534 1,886 -- 3,473 (146) 3,327 -- 3,327
Notes receivable................ -- -- -- -- -- -- -- --
Receivable from stockholders.... -- 1,529 -- 2,556 (2,556) -- -- --
Investments..................... -- 2,890 -- 8,741 -- 8,741 -- 8,741
Other assets.................... 58 -- 98 12,400 (740) 11,660 (573) 11,087
Deposits on equipment held for
lease......................... -- 393 -- 15,310 -- 15,310 -- 15,310
Goodwill........................ -- -- -- -- 477,876 477,876 -- 477,876
---- -------- ------- -------- --------- ---------- --------- ----------
Total assets.................. $778 $114,475 $61,682 $625,445 $ 488,489 $1,113,934 $ 124,921 $1,238,855
==== ======== ======= ======== ========= ========== ========= ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Liabilities:
Recourse debt................... $ -- $ 5,882 $ 561 $112,830 $ -- $ 112,830 $ -- $ 112,830
Non-recourse and limited
recourse debt................. -- 86,895 53,432 311,579 -- 311,579 -- 311,579
Subordinated debt............... -- -- -- 2,250 -- 2,250 -- 2,250
Payable to shareholders,
officers and affiliates....... -- -- -- 8,188 358,418 366,606 (366,606) --
Accounts payable and accrued
expenses...................... 151 9,190 2,553 34,298 (290) 34,008 -- 34,008
Security and other deposits..... -- -- -- 8,567 -- 8,567 -- 8,567
Other liabilities............... 156 650 -- 3,548 -- 3,548 -- 3,548
Income taxes payable............ -- -- -- 3,419 -- 3,419 -- 3,419
Deferred income taxes payable... -- 7,805 -- 15,573 26,518 42,091 -- 42,091
---- -------- ------- -------- --------- ---------- --------- ----------
Total liabilities............. 307 110,422 56,546 500,252 384,646 884,898 (366,606) 518,292
---- -------- ------- -------- --------- ---------- --------- ----------
Minority interest................. -- -- -- 698 (698) -- -- --
Stockholders' equity:
Preferred stock................. -- -- -- 5,540 (5,540) -- -- --
Common stock.................... -- 5 -- 364 (344) 20 28 48
Additional paid-in capital...... -- -- 75 7,816 222,673 230,489 491,499 721,988
Loans receivable from related
party......................... -- -- -- (746) 746 -- -- --
Stock subscription notes
receivable.................... -- -- -- (129) -- (129) -- (129)
Retained earnings (deficit)..... -- 4,048 5,061 107,991 (109,335) (1,344) -- (1,344)
Partners' equity................ 471 -- -- 3,400 (3,400) -- -- --
Unrealized gain (loss) on
securities.................... -- -- -- 259 (259) -- -- --
---- -------- ------- -------- --------- ---------- --------- ----------
Total stockholders' equity.... 471 4,053 5,136 124,495 104,541 229,036 491,527 720,563
---- -------- ------- -------- --------- ---------- --------- ----------
Total liabilities and
stockholders' equity........ $778 $114,475 $61,682 $625,445 $ 488,489 $1,113,934 $ 124,921 $1,238,855
==== ======== ======= ======== ========= ========== ========= ==========
</TABLE>

F-6
<PAGE> 119

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands, except per share data)

<TABLE>
<CAPTION>
AMERICAN CAUFF
UNICAPITAL CAPITAL BOULDER LIPPMAN JACOM KEYSTONE MATRIX MERRIMAC MCMG
---------- ------- ------- ------- ----- -------- ------ -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct
financing and sales-type
leases........................... $ -- $ 4,784 $3,618 $ -- $ 8,377 $7,573 $ 9,269 $1,930 $ --
Rental income from operating
leases........................... -- -- 344 17,596 16,531 -- 991 -- --
Sales of equipment................. -- -- 1,522 5,725 62,897 -- -- --
Gain on sale of leases............. -- 5,079 727 -- 472 -- 1,148 -- --
Fees, commissions and remarketing
income........................... -- 87 -- 8,156 -- 772 370 -- 4,414
Interest and other income.......... -- 1,555 186 708 1,794 648 519 149 83
------- ------- ------ ------- ------- ------ ------- ------ ------
Total revenues................. -- 11,505 6,397 32,185 90,071 8,993 12,297 2,079 4,497
Cost of operating leases........... -- -- 238 12,660 6,448 -- 854 -- --
Cost of equipment sold............. -- -- 1,338 4,325 47,914 -- -- -- --
Interest expense................... -- 5,328 2,696 2,769 4,645 2,458 3,949 663 --
Selling, general and
administrative................... 1,344 6,089 1,652 4,871 13,183 4,842 4,075 805 4,178
Goodwill amortization.............. -- -- -- -- -- -- -- -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Total expenses................. 1,344 11,417 5,924 24,625 72,190 7,300 8,878 1,468 4,178
------- ------- ------ ------- ------- ------ ------- ------ ------
Income from operations............. (1,344) 88 473 7,560 17,881 1,693 3,419 611 319
Minority interest.................. -- -- -- 645 -- -- -- -- --
Equity in income from minority
owned affiliates................. -- -- -- 219 -- -- -- -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Net income (loss) before income
taxes and extraordinary item..... (1,344) 88 473 7,134 17,881 1,693 3,419 611 319
Provision for income taxes......... -- 36 598 -- 755 689 1,316 -- --
------- ------- ------ ------- ------- ------ ------- ------ ------
Net income (loss) before
extraordinary item............... $(1,344) $ 52 $ (125) $7,134 $17,126 $1,004 $ 2,103 $ 611 $ 319
======= ======= ====== ======= ======= ====== ======= ====== ======
</TABLE>

F-7
<PAGE> 120

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands, except per share data)

<TABLE>
<CAPTION>
COMBINED PRO FORMA PRO FORMA
NSJ PFSC VARILEASE WALDEN TOTAL ADJUSTMENTS COMBINED
--- ---- --------- ------ ----- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Finance income from direct financing and
sales-type leases.............................. $ -- $ -- $ 6,756 $ 6,575 $48,882 $ -- $ 48,882
Rental income from operating leases.............. 7,320 -- 11,107 1,543 55,432 -- 55,432
Sales of equipment............................... 9,560 -- 12,302 1,046 93,052 -- 93,052
Gain on sale of leases........................... -- -- 6,516 573 14,515 -- 14,515
Fees, commissions and remarketing income......... -- 1,480 6,390 602 22,271 (1,998) 20,273
Interest and other income........................ 511 -- 142 -- 6,295 -- 6,295
------- ------- ------- ------- -------- -------- -----------
Total revenues................................. 17,391 1,480 43,213 10,339 240,447 (1,998) 238,449
------- ------- ------- ------- -------- -------- -----------
Cost of operating leases......................... 1,866 -- 9,122 683 31,871 949 32,820
Cost of equipment sold........................... 8,723 -- 10,165 389 72,854 -- 72,854
Interest expense................................. 3,034 -- 6,924 3,868 36,334 -- 36,334
Selling, general and administrative.............. 3,015 3,356 7,966 3,128 58,504 (13,027) 45,477
Goodwill amortization............................ -- -- -- -- -- 12,384 12,384
------- ------- ------- ------- -------- -------- -----------
Total expenses................................. 16,638 3,356 34,177 8,068 199,563 306 199,869
------- ------- ------- ------- -------- -------- -----------
Income from operations........................... 753 (1,876) 9,036 2,271 40,884 (2,304) 38,580
Minority interest................................ -- -- -- -- 645 (645) --
Equity in income from minority owned
affiliates..................................... 3,996 -- -- -- 4,215 -- 4,215
------- ------- ------- ------- -------- -------- -----------
Net income (loss) before income taxes and
extraordinary item............................. 4,749 (1,876) 9,036 2,271 44,454 (1,659) 42,795
Provision for income taxes....................... -- -- 3,557 122 7,073 12,804 19,877
------- ------- ------- ------- -------- -------- -----------
Net income (loss) before extraordinary item...... $ 4,749 $(1,876) $ 5,479 $ 2,149 $37,381 $(14,463) $ 22,918
======= ======= ======= ======= ======== ======== ===========
Net income per share before extraordinary item
(basic and diluted)............................ $ .56
Shares used in computing pro forma net income per
share before extraordinary item (see Note 5)... 41,160,751
</TABLE>

F-8
<PAGE> 121

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)

NOTE 1--GENERAL

UniCapital was established to create a national consolidator and operator
of equipment leasing and speciality finance businesses serving the commercial
market. UniCapital has conducted no operations to date and will acquire the
Founding Companies concurrently with and as a condition to the closing of the
Offering.

The historical financial statements reflect the financial position and
results of operations of UniCapital and the Founding Companies and were derived
from the respective Founding Companies' financial statements where indicated.
The periods included in these pro forma combined financial statements are as of
December 31, 1997 and for the year then ended, regardless of the fiscal year end
of the Founding Companies. The audited historical financial statements of
UniCapital and the Founding Companies included elsewhere in this Prospectus have
been included in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 80.

NOTE 2--ACQUISITION OF FOUNDING COMPANIES

Concurrently with and as a condition to the closing of the Offering,
UniCapital will acquire all of the outstanding capital stock or partnership
interests of the Founding Companies. The acquisitions will be accounted for
using the purchase method of accounting with UniCapital identified as the
accounting acquiror. The carrying value of intangible assets is periodically
reviewed by the Company based on the expected future undiscounted operating cash
flows of the related business unit.

The following table sets forth the consideration to be paid in cash and
shares of Common Stock to the stockholders of each of the Founding Companies.
For purposes of computing the estimated purchase price for accounting purposes,
the value of shares is determined using an estimated fair value of $17.10 per
share, which represents a discount of 10 percent from the assumed initial public
offering price of $19.00 per share due to restrictions on the sale and
transferability of the shares issued. The estimated purchase price allocations
for the acquisitions are based upon preliminary estimates and are subject to
certain adjustments. The Company does not anticipate that the final allocation
of purchase price will differ significantly from that presented.

<TABLE>
<CAPTION>
VALUE OF TOTAL
FOUNDING COMPANY CASH SHARES CONSIDERATION
---------------- -------- -------- -------------
<S> <C> <C> <C>
American Capital Resources, Inc............................. $ 20,350 $ 18,315 $ 38,665
Boulder Capital Group, Inc.................................. 7,050 6,345 13,395
Cauff, Lippman Aviation, Inc. and Certain Affiliates........ 48,000 28,800 76,800
Jacom Computer Services, Inc................................ 128,000 57,600 185,600
K.L.C., Inc................................................. 27,900 25,110 53,010
Matrix Funding Corporation and Subsidiary................... 19,416 17,712 37,128
Merrimac Financial Associates............................... -- 3,056 3,056
Municipal Capital Markets Group, Inc........................ 7,043 6,339 13,382
The NSJ Group............................................... 16,016 9,610 25,626
Portfolio Financial Servicing Company, L.P.................. -- 3,150 3,150
Varilease Corporation and Subsidiary........................ 36,753 33,078 69,831
The Walden Asset Group, Inc................................. 20,999 18,899 39,898
-------- -------- --------
$331,527 $228,014 $559,541
======== ======== ========
</TABLE>

F-9
<PAGE> 122

UNICAPITAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 3--UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS

The following table summarizes unaudited pro forma combined balance sheet
adjustments as of December 31, 1997:
<TABLE>
<CAPTION>
MERGER ADJUSTMENTS
-------------------------------------------------------------- PRO FORMA
(A) (B) (C) (D) (E) ADJUSTMENTS
---------- ---------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>

ASSETS
Cash and cash equivalents..................... $ -- $ (3,500) $ -- $ (4,190) $ -- $ (7,690)
Accounts receivable........................... -- -- -- (100) -- (100)
Net investment in direct financing and
sales-type leases........................... -- -- -- -- -- --
Equipment under operating leases, net......... -- -- -- -- 21,845 21,845
Property and equipment, net................... -- -- -- (146) -- (146)
Receivable from stockholders.................. -- -- -- (2,556) -- (2,556)
Other assets.................................. -- -- -- (740) -- (740)
Goodwill...................................... -- -- -- -- 477,876 477,896
---------- ---------- -------- -------- ---------- ---------
Total assets............................ $ -- $ (3,500) $ -- $ (7,732) $ 499,721 $ 488,489
========== ========== ======== ======== ========== =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to shareholders, officers and
affiliates.................................. $ 331,527 $ -- $ 32,300 $ (8,188) $ 2,779 $ 358,418
Accounts payable and accrued expenses......... -- -- -- (290) -- (290)
Deferred income taxes payable................. -- -- -- -- 26,518 26,518
---------- ---------- -------- -------- ---------- ---------
Total liabilities....................... 331,527 -- 32,300 (8,478) 29,297 384,646
Minority interest............................. -- (698) -- -- -- (698)
Stockholders' equity:
Preferred Stock............................. -- -- -- -- (5,540) (5,540)
Common Stock................................ -- -- -- -- (344) (344)
Additional paid-in capital.................. (331,527) (2,802) -- -- 554,200 222,673
Loan receivable from related party.......... -- -- -- 746 -- 746
Retained earnings (deficit)................. -- (32,300) -- (74,233) (109,335)
Partners' equity............................ -- -- -- -- (3,400) (3,400)
Unrealized gain (loss) on securities........ -- -- -- -- (259) (259)
---------- ---------- -------- -------- ---------- ---------
Total stockholders' equity.............. (331,527) (2,802) (32,300) 746 470,424 104,541
---------- ---------- -------- -------- ---------- ---------
Total liabilities and stockholders'
equity................................ $ -- $ (3,500) $ -- $ (7,732) $ 499,721 $ 488,489
========== ========== ======== ======== ========== =========

<CAPTION>
OFFERING ADJUSTMENTS POST
---------------------- MERGER
(F) (G) ADJUSTMENTS
--------- --------- -----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents..................... $ 492,100 $(366,606) $ 125,494
Accounts receivable........................... -- -- --
Net investment in direct financing and
sales-type leases........................... -- -- --
Equipment under operating leases, net......... -- -- --
Property and equipment, net................... -- -- --
Receivable from stockholders.................. -- -- --
Other assets.................................. (573) -- (573)
Goodwill...................................... -- -- --
--------- --------- ---------
Total assets............................ $ 491,527 $(366,606) $ 124,921
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Payable to shareholders, officers and
affiliates.................................. $ -- $(366,606) $(366,606)
Accounts payable and accrued expenses......... -- -- --
Deferred income taxes payable................. -- -- --
--------- --------- ---------
Total liabilities....................... -- (366,606) (366,606)
Minority interest............................. -- -- --
Stockholders' equity:
Preferred Stock............................. -- -- --
Common Stock................................ 28 -- 28
Additional paid-in capital.................. 491,499 -- 491,499
Loan receivable from related party.......... -- -- --
Retained earnings (deficit)................. -- -- --
Partners' equity............................ -- -- --
Unrealized gain (loss) on securities........ -- -- --
--------- --------- ---------
Total stockholders' equity.............. 491,527 -- 491,527
--------- --------- ---------
Total liabilities and stockholders'
equity................................ $ 491,527 $(366,606) $ 124,921
========= ========= =========
</TABLE>

F-10
<PAGE> 123
UNICAPITAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED

(A) Records the liability for the cash portion of the consideration to be paid
to the stockholders of the Founding Companies in connection with the
Mergers.

(B) Reflects reimbursement of stockholders of Cauff Lippman for their repurchase
of the minority interest in Cauff Lippman immediately prior to the Mergers.

(D) Reflects the payment of amounts payable to and receivable from stockholders
at American Capital, Cauff Lippman, Jacom, Matrix, MCMG, NSJ and Varilease.

(E) Reflects the acquisitions of the Founding Companies for a total estimated
purchase price of $559.5 million consisting of $331.5 million in cash and
13,334,064 shares of common stock with an estimated fair value of $17.10 per
share (or $228.0 million), which represents a discount of percent from the
assumed initial public offering price of $19.00 per share due to
restrictions on the sale and transferability of the shares issued. $21.8
million of the purchase price has been allocated to aircraft under operating
leases and $26.5 million to a deferred tax liability to be established upon
the conversion from S Corporation or partnership status of certain of the
Founding Companies and the remaining purchase price in excess of book value
of assets acquired has been allocated to goodwill.

(F) Reflects the cash proceeds from the issuance of 28,000,000 shares of Common
Stock net of estimated expenses of the Offering (based on an estimated
initial public offering price of $19.00 per share). Expenses of the Offering
primarily consist of underwriting discounts and commissions, accounting
fees, legal fees and printing expenses.

(G) Reflects payment of the cash portion of the purchase price to be paid to the
stockholders of the Founding Companies and the repayment of indebtedness of
Merrimac assumed by UniCapital in the Merrimac Merger and indebtedness of
Jacom incurred to fund an S Corporation distribution to the stockholder of
Jacom immediately prior to the Jacom Merger with a portion of the net
proceeds from the Offering.

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS

The following table summarizes unaudited pro forma combined statement of
operations adjustments for the year ended December 31, 1997:

(Unaudited)

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) TOTAL
--------- --------- -------- ------ -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fees, commissions and
remarketing income...... $ -- $ -- $ -- $ -- $ -- $ -- $ (1,998) $ -- $ (1,998)
--------- --------- -------- ------ -------- --------- --------- --------- ---------

Cost of operating
leases.................. -- -- 949 -- -- -- -- -- 949
Cost of equipment sold.... -- -- -- -- -- -- -- -- --
Interest expense.......... -- -- -- -- -- -- -- -- --
Selling, general &
administrative.......... (14,490) -- -- -- (1,340) -- (1,998) 4,801 (13,027)
Goodwill amortization..... -- 12,384 -- -- -- -- -- -- 12,384
--------- --------- -------- ------ -------- --------- --------- --------- ---------
(14,490) 12,384 949 -- (1,340) -- (1,998) 4,801 306
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Income (loss) from
continuing operations... 14,490 (12,384) (949) -- 1,340 -- -- (4,801) (2,304)
Extraordinary item........ -- -- -- -- -- -- -- -- --
Minority interest......... -- -- -- (645) -- -- -- -- (645)
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Pretax earnings (loss).... 14,490 (12,384) (949) 645 1,340 -- -- (4,801) (1,659)
Provision for income
taxes................... -- -- -- -- -- 12,804 -- -- 12,804
--------- --------- -------- ------ -------- --------- --------- --------- ---------
Net income (loss)......... $ 14,490 $ (12,384) $ (949) $ 645 $ 1,340 $ (12,804) $ -- $ (4,801) $ (14,463)
========= ========= ======== ====== ======== ========= ========= ========= =========
</TABLE>

F-11
<PAGE> 124
UNICAPITAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS
(CONTINUED)

(A) Reflects the net reduction in compensation to the stockholders and
management of the Founding Companies to which they have agreed prospectively
in employment agreements to be effective upon completion of the Offering.
The Company has not yet adopted any incentive bonus compensation plan. On a
prospective basis, the Company expects that bonuses will only be paid if
earnings increase to a level substantially in excess of 1997 pro forma
earnings.

(B) Reflects the amortization of goodwill to be recorded as a result of the
Mergers over estimated useful lives ranging from 15 to 40 years.

(C) Reflects an increase in the depreciation for the aircraft under operating
leases based on the fair value of the assets to be recorded in purchase
accounting for these Mergers.

(D) Reflects the increase in Cauff Lippman's net income resulting from the
purchase of the minority interest.

(E) Reflects the reduction in compensation expense related to the non-cash
compensation charge recorded by UniCapital in the fourth quarter of 1997
related to Common Stock issued to management and consultants of UniCapital.

(F) Reflects (i) the incremental provision for federal and state income taxes
assuming all entities were subject to federal and state income taxes at a
combined effective rate of 38%; (ii) federal and state income taxes relating
to the other statement of operations' adjustments; and (iii) the
non-deductibility of goodwill amortization for tax purposes.

(G) Reflects the elimination of revenue/expenses recorded by NSJ and Cauff
Lippman relating to activities between the two companies during 1997.

(H) Reflects an estimate of additional costs to be incurred by UniCapital as a
public company. These expenses are primarily salaries and professional fees.

NOTE 5--SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE BEFORE
EXTRAORDINARY ITEM

Includes (i) 6,798,750 shares issued to the founders and initial investors
of UniCapital; (ii) 13,334,064 shares to be issued to stockholders of the
Founding Companies as part of the purchase price of the Founding Companies;
(iii) 20,859,516 of the 28,000,000 shares sold in the Offering necessary to pay
the cash portion of the purchase price of the Founding Companies, to repay
indebtedness of Merrimac assumed by UniCapital in the Merrimac Merger and
indebtedness of Jacom incurred to fund an S Corporation distribution to the
stockholder of Jacom immediately prior to the Jacom Merger, and to pay certain
expenses of the Offering; and (iv) 168,421 shares related to the dilution
attributable to options granted with an exercise price below the initial public
offering price, in accordance with the treasury stock method.

NOTE 6--STOCK OPTION PLANS

UniCapital has adopted the 1998 Long-Term Incentive Plan (the "1998
Incentive Plan") under which awards of options to acquire shares of Common Stock
may be made to employees, directors (other than non-employee directors),
consultants and advisors of the UniCapital. The maximum number of shares of
Common Stock which may be awarded under the 1998 Incentive Plan is 15% of the
total number of shares of Common Stock outstanding from time to time. In
connection with the Offering, UniCapital intends to grant to employees of the
Founding Companies, stock options to purchase a number of shares of Common Stock
equal to 6.25% of the aggregate consideration to be paid in the Mergers, divided
by the initial public offering price per share of Common Stock (such number of
grants estimated to be 1,933,223 shares). The options will vest ratable over a
four-year period and will expire 10 years from the date of grant. In addition,
in connection with the Offering, UniCapital intends to grant 1,065,000 options
to certain individuals of UniCapital that will be exercisable

F-12
<PAGE> 125
UNICAPITAL CORPORATION AND FOUNDING COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 6--STOCK OPTION PLANS (CONTINUED)

immediately at an exercise price equal to the initial offering price, which will
expire 10 years from the date of grant and 243,500 options to certain members of
management of UniCapital with an exercise price equal to the initial offering
price that will be exercisable over a four year period. At December 31, 1997, no
options had been granted under this Plan.

UniCapital has also adopted the 1997 Executive Non-Qualified Stock Option
Plan (the "1997 Executive Plan") under which awards of options to acquire shares
of Common Stock may be made to employees, directors, consultants and advisors of
UniCapital. The maximum number of shares of Common Stock which may be awarded
under options is 500,000. Options to purchase 200,000 shares at an exercise
price of $3.00 under the 1997 Executive Plan have been awarded as of February
19, 1998. Accordingly, under APB No. 25 UniCapital recorded compensation expense
of $576,000 in relation to these options in January 1998. In addition, in
connection with the Offering, UniCapital intends to grant 60,000 options that
will be exercisable immediately at an exercise price per share equal to the
initial offering price, which will expire 10 years from the date of grant.

UniCapital has also adopted the 1998 Non-Employee Directors' Stock Plan
(the "1998 Non-Directors' Plan") under which awards of options to acquire shares
of Common Stock may be made automatically to non-employee directors of
UniCapital. The maximum number of shares of Common Stock which may be awarded
under options is 500,000. In connection with the Offering, UniCapital intends to
grant 63,000 options that will be exercisable immediately at an exercise price
equal to the initial offering price, which will expire 10 years from the date of
grant.

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," ("SFAS 123") allows entities to choose between a new
fair value based method of accounting for employee stock options or similar
equity instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25").
Entities electing to account for employee stock options or similar equity
instruments under APB No. 25 must make pro forma disclosures of net income and
earnings per share as if the fair value method of accounting has been applied.
UniCapital has elected APB No. 25, and will provide pro forma disclosure of net
income and earnings per share, as applicable, in the notes to future
consolidated financial statements. For pro forma disclosure purposes, had pro
forma compensation cost for UniCapital's stock based compensation plans been
determined based on the pro forma fair value at the grant dates for awards under
those plans consistent with the method of SFAS 123, UniCapital's pro forma net
income before extraordinary item for the year ended December 31, 1997 would have
been $14.9 million. Pro forma net income per share before extraordinary item
(basic and diluted) would have been $0.36.

The pro forma fair value of the options was estimated on the assumed date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions: dividend yield of 0%, expected volatility of 40%,
risk free interest rates of 5.70% and expected lives of four years.

F-13
<PAGE> 126

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and
Stockholders of UniCapital Corporation

In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of UniCapital Corporation at December
31, 1997, and the results of its operations and its cash flows for the period
from inception (October 9, 1997) to December 31, 1997 in conformity with
generally accepted accounting principles. 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 audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards
which 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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
February 19, 1998

F-14
<PAGE> 127

UNICAPITAL CORPORATION

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
<S> <C>
ASSETS
Cash........................................................ $ 30,406
Deferred offering costs..................................... 573,090
Prepaid expenses and other assets........................... 27,702
-----------
Total assets...................................... $ 631,198
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses....................... $ 355,053
-----------
Commitments (Note 5)
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding........... --
Common stock, $0.001 par value, 100,000,000 shares
authorized, 5,276,250 shares issued and outstanding.... 5,276
Stock subscription notes receivable....................... (128,750)
Additional paid-in capital................................ 1,743,474
Accumulated deficit....................................... (1,343,855)
-----------
Net stockholders' equity.......................... 276,145
-----------
Total liabilities and stockholders' equity........ $ 631,198
===========
</TABLE>

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

F-15
<PAGE> 128

UNICAPITAL CORPORATION

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
(OCTOBER 9, 1997)
TO DECEMBER 31,
1997
-----------------
<S> <C>
Total revenues.............................................. $ --
-----------
Selling, general and administrative......................... 1,343,855
-----------
Total expenses.............................................. 1,343,855
Net loss before income taxes................................ (1,343,855)
Provision for income taxes.................................. --
-----------
Net loss.................................................... $(1,343,855)
===========
</TABLE>

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

F-16
<PAGE> 129

UNICAPITAL CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STOCK ADDITIONAL
COMMON SUBSCRIPTION PAID-IN ACCUMULATED
STOCK NOTES RECEIVABLE CAPITAL DEFICIT TOTAL
------ ---------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at inception (October 9,
1997).......................... $ -- $ -- $ -- $ -- $ --
Issuance of 5,276,250 shares of
common stock ($1,340,000 of
compensation expense
recorded)...................... 5,276 (128,750) 1,743,474 -- 1,620,000
Net Loss......................... -- -- -- (1,343,855) (1,343,855)
------ --------- ---------- ----------- -----------
Balance at December 31, 1997..... $5,276 $(128,750) $1,743,474 $(1,343,855) $ 276,145
====== ========= ========== =========== ===========
</TABLE>

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

F-17
<PAGE> 130

UNICAPITAL CORPORATION

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION
(OCTOBER 9, 1997)
TO DECEMBER 31,
1997
-----------------
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $(1,343,855)
Adjustments to reconcile net loss to net
Cash used in operating activities:
Compensation expense related to equity issuances....... 1,340,000
Changes in other assets and liabilities
Prepaid expenses and other assets.................... (27,702)
Deferred offering costs.............................. (573,090)
Accounts payable and accrued expenses................ 355,053
-----------
Net cash used in operating activities....................... (249,594)
-----------
Cash flows from financing activities:
Proceeds from issuance of common stock.................... 280,000
-----------
Net cash provided by financing activities................... 280,000
-----------
Increase in cash............................................ 30,406
Cash at beginning of period................................. --
Cash at end of period....................................... $ 30,406
===========
Supplemental disclosures of cash flow information:
Stock subscription notes receivable as consideration for
issuance of common stock............................... $ 128,750
</TABLE>

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

F-18
<PAGE> 131

UNICAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

UniCapital Corporation, a Delaware Corporation, ("UniCapital" or the
"Company", formerly known as "U.S. Leasing, Inc.") was founded in October 1997,
to create a national consolidator and operator of equipment leasing and
specialty finance businesses serving the commercial market. UniCapital intends
to acquire twelve equipment leasing and related businesses (the "Mergers"), upon
consummation of an initial public offering (the "Offering") of its common stock
and, subsequent to the Offering, continue to acquire through merger or purchase,
similar companies to expand its national operations.

UniCapital has not conducted any operations, and all activities to date
have related to the Offering and the Mergers. The Company's cash balances were
generated from the sale of common stock of the Company to investors.
Accordingly, statements of operations, of cash flows and of changes in
stockholders' equity from inception of the Company to December 31, 1997 would
not provide meaningful information and have been omitted. Operating expenses
subsequent to inception consist primarily of the salary and benefits of the
Company's one employee which have been expensed. As of December 31, 1997, the
Company has incurred $573,090 in costs associated with the Offering, which have
been capitalized as deferred offering costs. These costs primarily include
professional and consulting fees, and will be recorded as a reduction of
proceeds of the Offering. The Company is dependent upon the Offering to execute
the pending Mergers. There is no assurance that the pending Mergers will be
completed or the Company will be able to generate future operating revenues.

NOTE 2--STOCKHOLDERS' EQUITY

Common Stock. In connection with the organization and initial
capitalization of UniCapital, on October 9, 1997, the Company authorized
100,000,000 shares of common stock with a par value of $.001 per share, and
issued 4,000,000 shares at $.05 per share to certain individuals who have
assisted the Company in their capacity as consultants for aggregate
consideration of $200,000. One of the co-founders will become an employee of the
Company pursuant to an employment agreement upon completion of the Offering. In
addition, the Company sold 1,276,250 additional shares of common stock for
prices ranging from $.05 to $3.00 per share between October 9, 1997 and December
31, 1997, to consultants and investors for aggregate consideration of $208,750
of which $128,750 was in the form of notes receivable. As a result of the sale
of these shares, the Company recorded a non-cash compensation charge of
$1,340,000 during 1997, representing the excess of the estimated fair value of
the shares over the consideration received for the shares at issuance.

Consideration received by the Company from the sale of shares of common
stock included $128,750 in notes receivable from two stockholders, which is
reflected in the balance sheet as a reduction from stockholders' equity. The
notes are due one year from completion of the Offering and bear interest at the
Applicable short term Federal Rate (5.68% at December 31, 1997).

NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS

The Company has adopted certain stock option plans and an employee stock
purchase plan, which are summarized below. Each of the option plans are
administered by a compensation committee composed of outside members of the
Board of Directors. Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," allows entities to choose between a
new fair value based method of accounting for employee stock options or similar
equity instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25").
Entities electing to account for employee stock options or similar equity
instruments under APB No. 25 must make pro forma disclosures of net income and
earnings per share as if the fair value method of accounting has been applied.
The Company has elected APB No. 25, and will provide pro forma disclosure of net
income and earnings per share, as applicable, in the notes to future
consolidated financial statements.

F-19
<PAGE> 132
UNICAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS (CONTINUED)
1997 Executive Non-Qualified Stock Option Plan

The Company has adopted and the stockholders have approved the 1997
Executive Non-Qualified Stock Option Plan (the "1997 Executive Plan") under
which awards of options to acquire shares of common stock may be made to
employees, directors, consultants and advisors of the Company. The maximum
number of shares of common stock which may be awarded under options is 500,000
shares, of which, after the Offering, no more than 100,000 shares may be awarded
to an optionee in any calendar year. Options to purchase 200,000 shares at an
exercise price of $3.00 per share under the 1997 Executive Plan have been
awarded as of February 19, 1998.

The terms and conditions of awards under the 1997 Executive Plan are
determined from time to time by the compensation committee and will constitute
nonqualified options under Section 422 of the Internal Revenue Code, as amended.
Outstanding awards will vest and become exercisable in the event of a change in
control of the Company, as defined.

1998 Long-Term Incentive Plan

The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Long-Term Incentive Plan (the "1998 Incentive Plan") under which awards
of options to acquire shares of common stock may be made to employees, directors
(other than non-employee directors), consultants and advisors of the Company.
The maximum number of shares of common stock which may be awarded under the 1998
Incentive Plan is 15% of the total number of shares of common stock outstanding
from time to time. After the Offering, no more than 500,000 shares may be
awarded to an optionee in any calendar year. As of February 12, 1998, no awards
under the 1998 Incentive Plan are outstanding. Upon successful completion of the
Offering, the Company intends to grant to employees of the Founding Companies,
stock options to purchase a number of shares of common stock equal to 6.25% of
the aggregate consideration to be paid in the Mergers, divided by the initial
public offering price per share. The options will vest ratably over a four year
period and will expire 10 years from the date of grant. In addition, the Company
intends to grant 1,000,000 options (500,000 each to the Company's co-founders)
that will be exercisable immediately at an exercise price equal to the initial
offering price, which will expire 10 years from the date of grant.

The terms and conditions of awards under the 1998 Incentive Plan are
determined from time to time by the compensation committee. Exercise prices may
not be less than the fair value of the common stock on the date of grant and
exercise periods may not exceed 10 years.

1998 Non-Employee Directors' Stock Plan

The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Non-Employee Directors' Stock Plan (the "1998 Non-Employee Directors'
Plan") under which awards of options to acquire shares of common stock may be
made automatically to non-employee directors. The maximum number of shares of
common stock which may be awarded under the 1998 Non-Employee Directors' Plan is
500,000 shares. Each non-employee director will receive on the date of the
Offering an initial award of an option to purchase 21,000 shares of common stock
(63,000 shares in the aggregate) at an exercise price equal to the initial
offering price of the common stock in the Offering. Thereafter, each
non-employee director will receive an annual award of an option to purchase
6,000 shares of common stock at an exercise price equal to the fair value of the
common stock. All awards are immediately exercisable.

1998 Employee Stock Purchase Plan

The Company expects to adopt, and submit to the stockholders for approval,
the 1998 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") under
which eligible employees of the Company may purchase shares of common stock
through payroll deductions at a price equal to 85% of the fair value of the
F-20
<PAGE> 133
UNICAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 3--STOCK OPTION AND STOCK PURCHASE PLANS (CONTINUED)
common stock. The Company has reserved 2,000,000 shares of common stock for
issuance under the Employee Stock Purchase Plan.

NOTE 4--LINE OF CREDIT

The Company has a $250,000 line of credit facility with a financial
institution, due on July 31, 1998, all of which was unused at December 31, 1997.
Subsequent to December 31, 1997 the maximum borrowings allowed under the line of
credit agreement were increased to $500,000. The agreement expires in July 1998,
and is guaranteed jointly and severally by one of the Company's stockholders and
another related party. Interest on the facility is payable monthly computed at
the prime lending rate plus 0.75%.

NOTE 5--INCOME TAXES

The Company accounts for income taxes under the liability method. Under
this method, deferred tax assets and liabilities are determined based on the
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Valuation allowances are provided
to reduce deferred taxes to the amount expected to be realized based on
available evidence.

The Company's provision for income tax expense was composed of the
following for the year ended December 31, 1997:

<TABLE>
<S> <C>
Current:
Federal................................................... $ --
State..................................................... --
---------
Total current.......................................... --
---------
Deferred:
Federal................................................... 469,000
State..................................................... 49,000
---------
518,000
Valuation allowance......................................... (518,000)
---------
Total deferred......................................... $ --
=========
</TABLE>

The effective income tax rate for the year ended December 31, 1997 varied
from the federal statutory rate as follows:

<TABLE>
<S> <C>
Tax benefit computed at statutory 35% rate.................. $ 469,000
State taxes, net of federal benefit......................... 49,000
Valuation allowance......................................... (518,000)
---------
$ --
=========
</TABLE>

The components of net deferred tax asset at December 31, 1997 were as follows:

<TABLE>
<S> <C>
Organization costs and deferred offering costs.............. $ 518,000
Less: Valuation allowance................................... (518,000)
---------
$ --
=========
</TABLE>

F-21
<PAGE> 134
UNICAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--COMMITMENTS

Employment Agreements. The Company has entered into separate employment
agreements with seven management executives which will be effective at the time
of the Offering, each with a term of two years expiring at various dates in the
year 2000. The agreements provide for annual base salaries ranging from $175,000
to $650,000. These agreements would generally remain an obligation of the
Company in the event the Company terminates employment without cause after the
employment term commences.

Consulting Agreement. The Company intends to enter into a two-year
consulting agreement, which will be effective at the time of the Offering, with
a corporation the sole stockholder of which is a consultant to Jacom Computer
Services, Inc. ("Jacom"), one of the Founding Companies. The agreement provides
that such corporation will continue to provide such consulting services to Jacom
as it currently provides, and will render additional consulting services to the
Company in pursuing merger and acquisition activities and forming strategic
alliances. The agreement provides for base annual consulting fees of $500,000,
payable monthly.

NOTE 7--SUBSEQUENT EVENTS

Subsequent to December 31, 1997, the Company issued an additional 1,522,500
shares of Common Stock for prices ranging from $3.00 to $10.00 per share to
individuals serving as consultants to the Company, each of whom will become
employees of the Company upon consummation of the Offering, and certain other
stockholders, for aggregate consideration of $5,127,500 of which $3,830,518 was
in the form of notes receivable, and recorded a non-cash compensation charge of
$4.5 million related to the difference between amounts paid and the value of
these shares. In addition, in January 1998, the Company issued an option to a
consultant to the Company, who will become an employee of the Company upon
consummation of the Offering, to purchase 200,000 shares of Common Stock at
$3.00 per share, which expires on January 31, 2008. The Company recorded a
charge in the amount of $576,000 in January 1998 reflecting the compensatory
value of the option.

On January 27, 1998, the Board of Directors approved a resolution to change
the Company's name to UniCapital Corporation and authorized 10,000,000 shares of
preferred stock with a par value of $.001 per share. No preferred stock has been
issued by the Company as of February 19, 1998.

Unaudited subsequent event. UniCapital has signed definitive agreements to
acquire by merger twelve equipment leasing and related companies ("Founding
Companies") to be effective contemporaneously with the Offering. The
consideration to be paid by UniCapital in acquiring the Founding Companies will
be a combination of cash and common stock, currently estimated to be
approximately $584.9 million.

The total consideration does not reflect contingent consideration which may
be issued pursuant to earn out arrangements included in the definitive
agreements for the Founding Companies. These arrangements provide for the
Company to pay additional consideration based on earnings before taxes generated
by the Founding Companies for the years ended December 31, 1998 and 1999 (and in
certain cases also for the year ended December 31, 2000). Contingent
consideration, if earned, will be recorded in a manner consistent with the
consideration paid at closing for each Founding Company. Any shares of common
stock issued as contingent consideration will be included in shares used to
compute earnings per share in the period in which the contingencies are resolved
and the common stock is distributable.

F-22
<PAGE> 135

INDEPENDENT AUDITORS' REPORT

The Board of Directors
American Capital Resources, Inc.

We have audited the accompanying balance sheets of American Capital
Resources, Inc. as of July 31, 1996 and 1997, and the related statements of
income and retained earnings and cash flows for each of the years in the
three-year period ended July 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 incudes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Capital Resources,
Inc. as of July 31, 1996 and 1997, and the results of its operations and its
cash flows for each of the years in the three-year period ended July 31, 1997 in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
October 27, 1997

F-23
<PAGE> 136

AMERICAN CAPITAL RESOURCES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
JULY 31,
------------------------- JANUARY 31,
1996 1997 1998
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash................................................... $ 1,652,341 $ 2,032,544 $ 701,200
Net investment in contracts and leases receivable (note
2)................................................... 60,205,674 60,803,133 70,697,638
Property and equipment, net (note 3)................... 296,850 265,214 208,251
Other receivables (note 4)............................. 4,401,309 4,694,060 4,412,342
Receivable from stockholder (note 4)................... 418,872 488,172 697,341
Prepaid expenses and other assets...................... 425,041 308,315 332,501
----------- ----------- -----------
Total assets...................................... $67,400,087 $68,591,438 $77,049,273
=========== =========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Notes payable--banks--recourse (note 5)................ $26,992,365 $28,442,676 $35,144,900
Notes payable--banks--limited recourse and nonrecourse
(note 6)............................................. 21,640,834 19,482,937 15,772,711
Notes payable--other................................... 19,961 7,970 5,237
Accounts payable and accrued expenses.................. 9,366,194 10,493,585 16,642,564
Deferred income taxes payable (note 7)................. 1,522,000 1,860,000 1,622,000
----------- ----------- -----------
Total liabilities................................. 59,541,354 60,287,168 69,187,412
----------- ----------- -----------
Commitments (note 8)
Stockholder's equity:
Common Stock--no par value, 200 shares authorized,
issued and outstanding............................ 200 200 200
Additional paid in capital........................... 1,029,882 1,029,882 1,029,882
Retained earnings.................................... 6,828,651 7,274,188 6,831,779
----------- ----------- -----------
Total stockholder's equity........................ 7,858,733 8,304,270 7,861,861
----------- ----------- -----------
Total liabilities and stockholder's equity........ $67,400,087 $68,591,438 $77,049,273
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.
F-24
<PAGE> 137

AMERICAN CAPITAL RESOURCES, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
-------------------------------------- -----------------------
1995 1996 1997 1997 1998
---------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct
financing leases and
contracts...................... $4,679,763 $5,069,687 $4,986,537 $2,535,358 $2,427,724
Gain on sale of contracts........ 3,533,063 4,038,683 4,425,745 1,624,420 1,408,704
Fee income....................... 89,374 83,936 79,825 35,950 29,325
Interest and other income........ 943,940 1,041,628 1,261,582 486,139 817,107
---------- ----------- ----------- ---------- ----------
Total revenues.............. 9,246,140 10,233,934 10,753,689 4,681,867 4,682,860
---------- ----------- ----------- ---------- ----------
Interest expense................. 4,696,591 5,159,682 5,389,659 2,464,805 2,486,428
Selling, general and
administrative................. 4,147,134 4,617,400 5,194,250 2,234,424 2,868,841
---------- ----------- ----------- ---------- ----------
Total expenses.............. 8,843,725 9,777,082 10,583,909 4,699,229 5,355,269
---------- ----------- ----------- ---------- ----------
Income (loss) before income taxes
and extraordinary item......... 402,415 456,852 169,780 (17,362) (672,409)
Provision (benefit) for income
taxes (note 7)................. 163,000 193,000 117,000 (7,000) (230,000)
---------- ----------- ----------- ---------- ----------
Income (loss) before
extraordinary item............. 239,415 263,852 52,780 (10,362) (442,409)
Extraordinary item, net of income
taxes of $321,000 (note 10).... -- -- 392,757 -- --
---------- ----------- ----------- ---------- ----------
Net income (loss)................ 239,415 263,852 445,537 (10,362) (442,409)
Retained earnings--beginning of
period......................... 6,325,384 6,564,799 6,828,651 6,828,650 7,274,188
---------- ----------- ----------- ---------- ----------
Retained earnings--end of
period......................... $6,564,799 $6,828,651 $7,274,188 $6,818,288 $6,831,779
========== =========== =========== ========== ==========
</TABLE>

See accompanying notes to financial statements.
F-25
<PAGE> 138

AMERICAN CAPITAL RESOURCES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JULY 31, JANUARY 31,
------------------------------------------ ---------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)................ $ 239,415 $ 263,852 $ 445,537 $ (10,362) $ (442,409)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation and
amortization................. 97,856 120,703 137,749 68,154 61,500
Amortization and charge off of
initial direct costs......... 980,785 1,266,440 1,251,746 750,953 935,601
Deferred income taxes.......... 61,000 106,020 338,000 (7,000) (238,000)
Extraordinary item............. -- -- (713,757) -- --
Change in operating assets and
liabilities..................
Other receivables............ (1,993,044) (145,942) (292,751) 1,291,958 281,718
Prepaid expenses and other
assets.................... 1,341 (113,045) 116,726 8,271 (24,186)
Accounts payable and accrued
expenses.................. 200,411 (148,460) 9,021 (102,338) (104,931)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
operating activities......... (412,236) 1,349,568 1,292,271 1,999,636 469,293
------------ ------------ ------------ ------------ ------------
Cash flows from investing
activities:
Investment in contracts and
leases, net.................... (33,015,679) (36,668,775) (37,494,893) (36,810,361) (30,137,974)
Principal received from contracts
and leases..................... 34,071,704 32,208,370 37,970,626 18,141,057 26,833,240
Initial direct costs
capitalized.................... (1,194,582) (1,098,192) (1,206,568) (1,002,399) (1,271,462)
Purchase of property and
equipment...................... (53,377) (113,038) (106,113) (11,696) (4,537)
------------ ------------ ------------ ------------ ------------
Net cash used in investing
activities................... (191,934) (5,671,635) (836,948) (19,683,399) (4,580,733)
------------ ------------ ------------ ------------ ------------
Cash flows from financing
activities:
Proceeds from issuance of notes
payable--banks................. 97,468,067 98,018,194 105,403,415 44,216,520 54,221,970
Payments of notes
payable--banks................. (95,080,117) (94,938,030) (105,397,244) (27,868,405) (51,229,972)
Decrease in notes
payable--other................. (11,766) (13,239) (11,991) (5,116) (2,733)
(Increase) decrease in receivable
from stockholder............... (2,557) (37,523) (69,300) 16,673 (209,169)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
financing activities......... 2,373,627 3,029,402 (75,120) 16,359,672 2,780,096
------------ ------------ ------------ ------------ ------------
Increase (decrease) in cash.... 1,769,457 (1,292,665) 380,203 (1,324,091) (1,331,344)
Cash at beginning of period........ 1,175,549 2,945,006 1,652,341 1,652,341 2,032,544
------------ ------------ ------------ ------------ ------------
Cash at end of period.............. $ 2,945,006 $ 1,652,341 $ 2,032,544 $ 328,250 $ 701,200
============ ============ ============ ============ ============
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest....................... $ 4,696,591 $ 5,159,682 $ 5,389,659 $ 2,464,805 $ 2,486,428
============ ============ ============ ============ ============
Income taxes................... $ -- $ 173,688 $ 78,890 $ -- $ 561
============ ============ ============ ============ ============
Other non-cash transaction:
Assumption of debt by
stockholder.................. $ -- $ -- $ 437,000 $ -- $ --
============ ============ ============ ============ ============
</TABLE>

See accompanying notes to financial statements.
F-26
<PAGE> 139

AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS

JULY 31, 1996 AND 1997

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business. American Capital Resources, Inc. (the
"Company"), a privately held financial services company, provides a wide array
of financial products and services to both manufacturers/dealers and end-users.
Among the products offered are equipment financing and leasing (both new and
used equipment), commercial collateralized lending, including both accounts
receivable and inventory financing, working capital loans, mergers and
acquisitions, portfolio financing and retail marketing programs for
manufacturers and dealers of equipment.

Headquartered in Hackensack, New Jersey, the Company operates on a
nation-wide basis with sales representation resulting in a geographical customer
mix throughout the United States with no specific concentration in any one area.
While continuing as a prime source of funds for the graphic arts and paper
converting industries, including commercial printing, corrugating, packaging,
bindery, etc., the Company also provides financing for various other industries,
including but not limited to, plastics, electronics, machine tools, etc.
However, as of July 31, 1996 and 1997, substantially all of the customers'
receivables are concentrated in the graphic arts and paper converting
industries.

Revenue Recognition. The Company purchases and finances equipment for its
customers. To fund the purchase of such equipment, the Company sells its
customers' contracts and leases and the payments receivable thereunder to a bank
or borrows the required proceeds from various funding sources. The Company does
not provide servicing for receivables sold. For borrowings, the finance method
of accounting is followed for financial statement reporting purposes and the
proceeds received are reflected as borrowings (See note 2).

Contracts and leases are accounted for by recording as an asset, the total
minimum payments receivable, the guaranteed residual (the stated purchase
agreement amount) and the unearned income which is a contra-asset account. The
unearned income represents the excess of the total minimum payments, including
the stated purchase agreement amount to be realized, over the cost of the
related equipment. The unearned income is recognized as revenue over the terms
of the related contracts following the interest method. When a contract or lease
is sold, the excess of the proceeds from the sale over the carrying value of the
receivable, net of the related unearned income, is recorded as a gain on sale of
the contract. Effective for transactions occurring after December 31, 1996, the
Company adopted the provisions of Statement of Financial Accounting Standards
No. 125 (FASB 125), "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities." The adoption of FASB 125 did not have a
material effect on the Company's financial position or results of operations.

Initial direct costs are deferred and included as part of the net
investment. Amortization of the deferred initial direct costs is computed using
the interest method over the lives of the contracts or leases. When a contract
or lease is sold, the related initial direct costs are charged to gain on sale
of contracts.

Allowance for Doubtful Receivables. The allowance for doubtful receivables
represents the Company's recognition of the assumed risks of extending credit
and the quality of the contracts and leases. The allowance is maintained at a
level considered adequate to provide for potential credit losses based on
management's assessment of various factors affecting the quality of the
portfolio, including loss experience, review of problem accounts, aging of the
portfolio and general business conditions. The allowance for doubtful
receivables is an estimate and ultimate losses may vary from current estimates
and future additions to the allowance may be necessary.

F-27
<PAGE> 140
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment. Property and equipment are stated at cost and are
being depreciated over their estimated useful lives as follows:

<TABLE>
<CAPTION>
CATEGORY USEFUL LIFE
-------- -----------
<S> <C>
Furniture, fixtures and computer equipment... 3 to 7 years
Transportation equipment..................... 3 to 10 years
Leasehold improvements....................... Shorter of useful life or lease term
</TABLE>

Income Taxes. The Company utilizes the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred income
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under this method, the effect on deferred
income tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

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

Interim Financial Information. The financial statements and notes related
thereto as of January 31, 1998 and for the six months ended January 31, 1997 and
1998 are unaudited, but in the opinion of management, include all normal
recurring adjustments necessary for a fair presentation of financial position
and results of operations. The operating results for the interim periods are not
necessarily indicative of a full year's operations.

NOTE 2--NET INVESTMENT IN CONTRACTS AND LEASES RECEIVABLE

The following comprise the net investment in contracts and leases
receivable as of July 31, 1996 and 1997:

<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
Payments receivable in installments, including
the stated purchase agreement amount due at
the end of the term........................... $ 76,291,394 $ 78,208,635
Initial direct costs............................ 1,897,554 1,852,376
Unearned income................................. (17,668,274) (18,751,878)
Allowance for doubtful receivables.............. (315,000) (506,000)
------------ ------------
Net investment in contracts and leases
receivable.................................... $ 60,205,674 $ 60,803,133
============ ============
</TABLE>

Included in gross payments receivable is a loan in the amount of $622,000
due from an entity in which the stockholder of the Company owns a minority
interest.

The changes in the allowance for doubtful receivables were as follows:

<TABLE>
<CAPTION>
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of fiscal year........ $ 315,000 $ 315,000 $ 315,000
Provision for doubtful receivables....... 204,000 291,000 591,000
Receivables written off.................. (204,000) (291,000) (400,000)
--------- --------- ---------
Balance, end of fiscal year.............. $ 315,000 $ 315,000 $ 506,000
========= ========= =========
</TABLE>

F-28
<PAGE> 141
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 2--NET INVESTMENT IN CONTRACTS AND LEASES RECEIVABLE (CONTINUED)
Contracts and leases receivable at July 31, 1997 are due in installments
approximately as follows:

<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31,
---------------
<S> <C>
1998........................................................ $20,543,876
1999........................................................ 13,844,119
2000........................................................ 13,351,481
2001........................................................ 10,985,093
2002........................................................ 8,259,946
Thereafter.................................................. 11,224,120
-----------
$78,208,635
===========
</TABLE>

Contracts and leases financed under nonrecourse borrowings have been
structured in such a way that the payments to be received are equal to or
greater than the underlying debt service. Because customers may prepay balances
due or the Company may sell, or assign the future payment stream, the above is
not intended to be a projection of future cash flow.

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment at July 31, 1996 and 1997 consists of the following:

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Furniture, fixtures and computer equipment.......... $405,969 $419,773
Transportation equipment............................ 270,252 175,767
Leasehold improvements.............................. 133,079 --
-------- --------
809,300 595,540
Less accumulated depreciation and amortization...... (512,450) (330,326)
-------- --------
$296,850 $265,214
======== ========
</TABLE>

During 1997, $92,008 and $94,486 of fully depreciated furniture, fixtures
and computer equipment and transportation equipment, respectively, and $133,079
of fully amortized leasehold improvements were written off against the related
accumulated depreciation and amortization balances.

NOTE 4--OTHER RECEIVABLES

Other receivables are summarized as follows:

<TABLE>
<CAPTION>
JULY 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Due from funding sources for completed
transactions..................................... $4,132,174 $4,476,042
Notes, loans and other receivables................. 132,172 99,755
Due from DML Associates............................ 136,963 118,263
---------- ----------
$4,401,309 $4,694,060
========== ==========
</TABLE>

DML Associates ("DML") is a partnership controlled by the stockholder of
the Company. The amount due from DML at July 31, 1996 and 1997 is secured by
DML's purchase agreements on leases which are in excess of the receivables at
those dates.

F-29
<PAGE> 142
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 4--OTHER RECEIVABLES (CONTINUED)
The receivable from stockholder, who is also an officer of the Company,
represents net advances to the stockholder. Such amounts are not interest
bearing and do not have a specific due date.

NOTE 5--NOTES PAYABLE--BANKS--RECOURSE

The Company funds certain contracts under secured lines of credit. The
amount of credit available to the Company under these lines was $46,466,000 and
$54,757,000 at July 31, 1996 and 1997, respectively.

As of July 31, 1996 and 1997, $26,992,365 and $28,442,676, respectively,
were outstanding under such lines, are due on demand and are collateralized by
contracts receivable.

The interest rates on the outstanding borrowings under the secured lines of
credit range from LIBOR plus 200 basis points to prime plus 1%. At July 31, 1996
and 1997, the LIBOR rate was 5.465% and 5.69%, respectively, and the prime rate
was 8.25% and 8.50%, respectively.

NOTE 6--NOTES PAYABLE--BANKS--LIMITED RECOURSE AND NONRECOURSE

The following table summarizes the Company's future obligations by year for
notes payable--banks, collateralized by contracts or leases assigned, on both a
limited recourse and nonrecourse basis, as of July 31, 1997:

<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31,
---------------
<S> <C>
1998........................................................ $ 4,552,816
1999........................................................ 4,037,061
2000........................................................ 4,034,038
2001........................................................ 3,346,659
2002........................................................ 1,741,318
Thereafter.................................................. 1,771,045
-----------
$19,482,937
===========
</TABLE>

Of the $19,482,937, the Company has recourse for a maximum amount of
approximately $2,150,000 under the limited recourse provisions.

Interest on the notes is generally at the rate of prime plus 1%. At July
31, 1996 and 1997, the prime rate was 8.25% and 8.5%, respectively. The above
notes will be prepaid early to the extent customers prepay their contract or
lease balances or if the Company sells the related collateral. See Note 2.

F-30
<PAGE> 143
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 7--INCOME TAXES

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
FISCAL YEARS ENDED JULY 31,
--------------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Federal:
Current............................... $ 56,000 $ 61,000 $ 80,000
Deferred.............................. 67,000 106,000 288,000
-------- -------- --------
123,000 167,000 368,000
-------- -------- --------
State:
Current............................... 46,000 26,000 20,000
Deferred.............................. (6,000) -- 50,000
-------- -------- --------
40,000 26,000 70,000
-------- -------- --------
Total:
Current............................... 102,000 87,000 100,000
Deferred.............................. 61,000 106,000 338,000
-------- -------- --------
$163,000 $193,000 $438,000
======== ======== ========
Total income tax expense was allocated as
follows:
Income before extraordinary item......... $163,000 $193,000 $117,000
Extraordinary item....................... -- -- 321,000
-------- -------- --------
Total.................................... $163,000 $193,000 $438,000
======== ======== ========
</TABLE>

The effective annual tax rate for 1997 was higher than expected due to
$42,000 of investment tax credit carry forwards expiring unused.

The tax effects of temporary differences that give rise to significant
portions of the deferred income tax assets and deferred income tax liabilities
at July 31, 1996 and 1997 are presented below:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Deferred income tax assets:
Investment tax credit carry forwards............ $ 350,000 $ 281,000
Net operating loss carry forwards............... 80,000 77,000
Alternative minimum tax credit carry forwards... 533,000 640,000
----------- -----------
Total deferred income tax assets........ 963,000 998,000
Deferred income tax liabilities:
Contracts receivable, net principally due to
treating certain contracts as operating
leases for income tax purposes............... (2,485,000) (2,858,000)
----------- -----------
Net deferred income tax liability................. $(1,522,000) $(1,860,000)
=========== ===========
</TABLE>

For income tax reporting purposes, as of July 31, 1997, the Company has
investment tax credit carry forwards of approximately $281,000 available
expiring as follows: 1998, $107,000; 1999, $54,000; 2000, $86,000 and 2001,
$34,000 and net operating loss carry forwards of $207,000, which expire in the
year 2011. It also has as of that date, for income tax reporting purposes,
$640,000 of alternative minimum tax credit carryovers

F-31
<PAGE> 144
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 7--INCOME TAXES (CONTINUED)
available which can be carried forward indefinitely and used to reduce future
regular income tax liabilities. A valuation allowance for deferred income tax
assets has not been recorded since management believes the credits will be taken
and existing deductible temporary differences will reverse during periods in
which the Company expects to generate net taxable income.

The Company is undergoing an audit by the Internal Revenue Service for the
years ended July 31, 1994, 1995 and 1996. Management does not believe the
results of such examination will materially affect the financial statements of
the Company.

NOTE 8--COMMITMENTS

Rent expense charged to income for office facilities for the fiscal years
ended July 31, 1995, 1996 and 1997 was $261,775, $205,872 and $223,558,
respectively. The Company has minimum rental commitments under a noncancellable
operating lease for office space in New Jersey expiring on December 31, 2000.
The lease contains renewal options and escalation clauses based on increased
operating costs. Estimated minimum annual rentals under the lease are as
follows:

<TABLE>
<CAPTION>
FISCAL YEARS
ENDING JULY 31, ANNUAL RENTALS
--------------- ---------------
<S> <C>
1998........................................................ $177,006
1999........................................................ 182,589
2000........................................................ 186,576
2001........................................................ 77,740
--------
$623,911
========
</TABLE>

The Company has committed to extend credit to its customers in the normal
course of business. Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract or lease and generally have fixed expiration dates or other termination
clauses; such commitments may also provide for a fee to the Company. The amount
of collateral obtained by the Company upon extension of credit is based on
management's credit evaluations of the counter-party. The Company evaluates each
customer's credit worthiness on a case-by-case basis. At such time as a
commitment is made, the collateral value supporting such commitment is at least
equal to or greater than the value of the commitment. In some cases, these
transactions also may have vendor support.

Most of the commitments are expected to be drawn upon and, accordingly, the
total commitment amounts normally represent future cash requirements. Over the
twelve months ending July 31, 1998, the Company expects to fund such commitments
from its unused credit lines (see note 5), from the sale of receivables, or from
working capital. Collateral obtained includes the equipment financed and may
include other property, plant, and equipment, as well as personal guarantees. At
July 31, 1997, the Company had contracts to extend credit to customers
aggregating approximately $33,403,000.

The Company has several vendor guarantee programs in existence whereby, in
the event of a customer default, the vendors involved would be obligated to
"repurchase" the transaction from the Company up to certain predetermined limits
under certain programs and up to 100% of the equipment cost under other
programs.

F-32
<PAGE> 145
AMERICAN CAPITAL RESOURCES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

(INFORMATION AS OF JANUARY 31, 1998 AND FOR THE SIX MONTHS ENDED
JANUARY 31, 1997 AND 1998 IS UNAUDITED.)

NOTE 9--PENSION PLAN

The Company has a 401(k) defined contribution pension plan (the "Plan")
covering substantially all employees of the Company. Employees become eligible
to participate in the Plan upon completion of one year of service. Employee
contributions are matched by the Company to a maximum of 3% of each
participant's compensation. For the years ended July 31, 1995, 1996 and 1997 the
Company's matching contributions aggregated $31,933, $25,156 and $33,898,
respectively.

NOTE 10--EXTRAORDINARY ITEM

On May 2, 1997, the Company concluded an agreement with the Federal Deposit
Insurance Corporation ("FDIC") as receiver for a failed bank involving a dispute
over the repurchase of a portfolio previously assigned to the failed bank. The
agreement settled indebtedness of $1,875,757 for $1,162,000 resulting in an
extraordinary gain of $713,757. Under the terms of the settlement, the Company
paid $725,000 in installments through September 4, 1997. The balance of $437,000
was due in 62 monthly installments of $7,662 beginning November 1, 1997 and one
payment of $50,000 due January 19, 1998. Such installments include interest at
the rate of 8% per annum. Effective July 30, 1997, the stockholder of the
Company, who is also an officer, with the consent of the FDIC, assumed the
obligation for the note for consideration of $437,000.

NOTE 11--SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's Common Stock in exchange for cash and
Common Stock of UniCapital, concurrent with the consummation of an initial
public offering of the Common Stock of UniCapital.

F-33
<PAGE> 146

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Boulder Capital Group, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Boulder Capital Group, Inc. at
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
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 audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
January 21, 1998, except as to Note 10
which is as of February 5, 1998

F-34
<PAGE> 147

BOULDER CAPITAL GROUP, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1997
----------------
<S> <C>
ASSETS
Cash........................................................ $ 200,323
Rents and accounts receivable............................... 510,146
Equipment acquired to fulfill leasing commitments........... 2,381,636
Net investment in direct financing leases................... 32,161,585
Equipment under operating leases, net....................... 557,240
Property and equipment, net................................. 213,166
-----------
Total assets......................................... $36,024,096
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable:
Recourse.................................................. $ 2,720,335
Nonrecourse............................................... 28,264,315
Subordinated.............................................. 2,250,000
Accounts payable and accrued expenses....................... 1,670,029
Deferred income taxes....................................... 598,000
-----------
Total liabilities.................................... 35,502,679
-----------
Commitments (Notes 6, 7, 9, 12 and 13)
Stockholders' equity:
Common stock, $0.01 par value, 25,000
shares authorized, 12,523 issued and outstanding....... 125
Additional paid-in capital................................ 536,323
Accumulated deficit....................................... (15,031)
-----------
Total stockholders' equity........................... 521,417
-----------
Total liabilities and stockholders' equity........... $36,024,096
===========
</TABLE>

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

F-35
<PAGE> 148

BOULDER CAPITAL GROUP, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Finance income from direct financing leases............... $3,618,212
Rental income from operating leases....................... 343,669
Sales of equipment........................................ 1,522,246
Gain on sale of leases.................................... 726,700
Other income.............................................. 186,499
----------
Total revenues....................................... 6,397,326
----------
Depreciation on equipment under operating leases.......... 238,038
Cost of equipment sold.................................... 1,337,800
Interest expense.......................................... 2,695,806
Selling, general and administrative....................... 1,652,298
----------
Total expenses....................................... 5,923,942
----------
Income before income taxes................................ 473,384
Provision for income taxes (Note 11)...................... 598,000
----------
Net loss.................................................. $ (124,616)
==========
</TABLE>

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

F-36
<PAGE> 149

BOULDER CAPITAL GROUP, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ACCUMULATED
COMMON ADDITIONAL PAID EARNINGS
STOCK IN CAPITAL (DEFICIT) TOTAL
----- ---------- --------- -----
<S> <C> <C> <C> <C>
Balance January 1, 1997......................... $125 $536,323 $ 109,585 $ 646,033
Net loss........................................ -- -- (124,616) (124,616)
---- -------- --------- ---------
Balance December 31, 1997....................... $125 $536,323 $ (15,031) $ 521,417
==== ======== ========= =========
</TABLE>

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

F-37
<PAGE> 150

BOULDER CAPITAL GROUP, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $ (124,616)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation on equipment under operating leases....... 238,038
Other depreciation..................................... 59,548
Amortization of initial direct costs................... 205,299
Gain on sale of leases................................. (726,700)
Gain on sales of equipment............................. (184,446)
Provision for lease losses............................. 90,676
Deferred income taxes.................................. 598,000
Changes in other assets and liabilities
Rents and accounts receivable........................ (111,551)
Accounts payable and accrued expenses................ (925,244)
------------
Net cash used in operating activities....................... (880,996)
------------
Cash flows from investing activities:
Investment in direct financing leases..................... (20,255,528)
Collection of direct financing leases..................... 8,639,453
Proceeds from sale of leases.............................. 10,978,354
Proceeds from sales of equipment.......................... 1,522,246
Purchases of property and equipment....................... (80,832)
------------
Net cash provided by investing activities................... 803,693
------------
Cash flows from financing activities:
Repayments of short term recourse debt.................... (9,845,087)
Repayment of subordinated notes........................... (200,000)
Proceeds from nonrecourse notes payable................... 17,754,178
Repayments of nonrecourse notes payable................... (7,668,325)
------------
Net cash provided by financing activities................... 40,766
------------
Net decrease in cash and cash equivalents................... (36,537)
Cash and cash equivalents at beginning of year.............. 236,860
------------
Cash and cash equivalents at end of year.................... $ 200,323
============
Supplemental disclosures of cash flow information:
Cash paid for:
Interest............................................... $ 2,712,255
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-38
<PAGE> 151

BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

Boulder Capital Group, Inc. (the "Company") was founded in 1986. Its
principal business activity is the lease financing of above ground equipment to
the retail petroleum industry.

The Company has developed vendor financing programs, with the leading
manufacturers of automated car washers and fuel dispensers. The Company is also
endorsed by a number of major petroleum companies to provide financing to their
branded retailers.

The Company operates from a single location in Boulder, CO. The Company's
customers range in size from major petroleum companies to single-site dealers.
Lessees are located in 42 states and financing is provided through a variety of
lease structures.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of direct financing leases and
receivables, recovery of residual values of leased equipment, recourse
liabilities, and depreciation and amortization.

Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values, deferred
initial direct costs accounted for in accordance with Statement of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases" and unearned finance income. Unearned finance income represents the
excess of the total receivable plus the initial direct costs and the estimated
residual value over the cost of equipment or contract acquired. Revenue from
direct financing leases is recognized over the lease term on the interest method
which results in a level rate of return on the net investment in the lease.

At the inception of the lease, management uses available evidence and
historical experience to estimate the residual value at the end of the lease
term. Estimated residual values not guaranteed by lessees are reviewed annually
and adjusted to reflect declines in current market value.

The Company has, from time-to-time, transferred selected direct financing
leases to lenders while continuing to service the leases on behalf of the
transferee. The Company has accounted for these transactions as sales under
Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." The
difference between the transfer price and the net investment in direct financing
leases, excluding interests in residual values retained (if any), is recognized
as a gain or loss.

Equipment under operating leases is depreciated on a straight-line basis
over the estimated useful life of the equipment leased.

Equipment acquired to fulfill leasing commitments. Equipment acquired to
fulfill leasing commitments represents cost of equipment purchased pursuant to
firm leasing commitments which will be delivered to lessees in the next quarter.

Allowance for lease losses. The Company maintains an allowance for lease
losses in an amount sufficient to absorb inherent lease losses resulting from
lessee defaults and certain recourse liabilities. Management
F-39
<PAGE> 152
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
periodically evaluates the adequacy of the allowance and records a provision
necessary to maintain the allowance at an adequate level and considers such
factors as overall economic conditions and the growth in the investment in
direct financing leases and performance of lessees.

Depreciation. Property and equipment is stated at cost and is depreciated
over the useful lives of the related assets on the straight-line method. Useful
lives range from three to five years.

Income taxes. Prior to January 1, 1997, the Company elected to be taxed as
a Subchapter S Corporation for federal income tax purposes. As a result, no
taxes were recorded prior to that date. Instead, the revenues and expenses of
the Company were included in the tax returns of the individual stockholders.
Effective, January 1, 1997, the Company discontinued its election to be treated
as an S Corporation, and elected to be taxed as a C Corporation.

Subsequent to December 31, 1996, the Company accounted for income taxes
under the liability method. Under this method deferred tax assets and
liabilities are determined based on the differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The initial adoption of the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"),
resulted in the recording of a deferred tax liability of $415,000 at January 1,
1997.

Cash and cash equivalents. For purposes of the Statement of Cash Flows,
the Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.

Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of notes payable approximated fair value based upon comparability
of market rates for similar instruments.

NOTE 3--RELATED PARTY TRANSACTIONS

At December 31, 1997, the Company has a revolving credit agreement with the
majority stockholder of the Company that allows the Company to borrow up to
$200,000. No amounts were borrowed under this agreement at December 31, 1997;
however $200,000 was borrowed at December 31, 1996 and repaid on August 15,
1997. Interest is payable monthly at the prime-rate plus one percent (9.5% at
December 31, 1997), and aggregated $11,668 during 1997.

The Company is a related party with respect to a corporate lender discussed
in Notes 6 and 7, since the minority stockholder owns an equity interest in the
lender. The amount of subordinated debt owed to this corporate lender was
$500,000 at December 31, 1997. Interest expense of $41,607 was incurred related
to this subordinated debt for the year ended December 31, 1997. In addition, at
December 31, 1996 the Company had $300,000 outstanding in short term borrowings
with this lender. This amount was repaid in full on August 15, 1997. Interest
was payable monthly at prime rate plus 1/2 percent. Interest expense of $16,572
was incurred related to this note for the year ended December 31, 1997.

During the year ended December 31, 1997, the Company paid a guarantee fee
of $31,362 to the minority stockholder for being a limited guarantor of the line
of credit for the Company disclosed in Note 6.

F-40
<PAGE> 153
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 4--LEASING TRANSACTIONS

Direct financing leases. Direct financing leases consist principally of
retail automotive washing equipment and fuel dispensers with terms ranging to
five years. The components of the Company's net investment in direct financing
leases at December 31, 1997 were as follows:

<TABLE>
<S> <C>
Future minimum rentals receivable........................... $33,621,980
Estimated unguaranteed residual values...................... 4,497,440
Unearned finance income..................................... (6,409,322)
Initial direct costs........................................ 545,097
-----------
32,255,195
Allowance for lease losses.................................. (93,610)
-----------
$32,161,585
===========
</TABLE>

Future minimum rentals receivable represent earning assets held by the
Company which are generally due in monthly installments over original periods
ranging to 60 months. Future minimum rentals receivable under direct financing
leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $10,677,596
1999........................................................ 9,508,228
2000........................................................ 7,371,009
2001........................................................ 4,656,861
2002........................................................ 1,408,286
-----------
$33,621,980
===========
</TABLE>

The components of the Company's allowance for lease losses for the year
ended December 31, 1997 were as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
<S> <C>
Allowance for lease losses, beginning....................... $ 110,934
Provision for lease losses.................................. 90,676
Leases written off.......................................... (108,000)
---------
Allowance for lease losses, ending.......................... $ 93,610
=========
</TABLE>

Operating leases. The Company is the lessor of retail automotive washing
equipment under revenue sharing agreements with terms of principally five years.
Under the revenue sharing agreements, the Company receives a majority of revenue
generated by the equipment from which it pays for supplies and the services of
the manufacturer's distributor. The components of equipment placed under revenue
sharing agreements at December 31, 1997 were as follows:

<TABLE>
<S> <C>
Cost........................................................ $1,151,326
Accumulated depreciation.................................... (594,086)
----------
$ 557,240
==========
</TABLE>

Since all rentals are contingent upon revenue earned from the operation of
the equipment, there are no future minimum lease payments on the above owned
equipment.

Significant lease terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs of the related equipment.

F-41
<PAGE> 154
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 4--LEASING TRANSACTIONS (CONTINUED)
Significant concentrations. The majority of the Company's net lease
receivables are collateralized by retail automotive automobile washing equipment
of which approximately 35% of the 1997 lease originations related to a single
manufacturer.

NOTE 5--PROPERTY AND EQUIPMENT

The components of property and equipment at December 31, 1997, were as follows:

<TABLE>
<S> <C>
Office equipment............................................ $ 311,120
Computer equipment.......................................... 66,275
---------
377,395
Accumulated depreciation.................................... (164,229)
---------
$ 213,166
=========
</TABLE>

NOTE 6--NOTES PAYABLE

Recourse debt at December 31, 1997 consisted of the following:

<TABLE>
<S> <C>
Line of credit.............................................. $2,167,519
Secured by equipment and lease payments..................... 552,816
----------
$2,720,335
==========
</TABLE>

Line of credit. The Company has a $15,000,000 line of credit with a
financial institution which is subject to annual renewal each June. The line of
credit is guaranteed by the Company's stockholders and is secured by the
Company's eligible leases. Interest on borrowings outstanding from time to time
varies at the lender's prime rate (8.25% at December 31, 1997) or LIBOR options
and is payable monthly. The maximum amount outstanding during the year ended
December 31, 1997 was $14,500,000.

Recourse debt secured by equipment and lease payments. On October 31,
1997, the Company borrowed $600,000 which is secured by equipment placed under
revenue sharing agreements. Principal and interest at 8% are payable monthly.

Nonrecourse debt. Nonrecourse debt at December 31, 1997 consisted of the
following:

<TABLE>
<S> <C>
Secured by equipment and lease payments..................... $28,264,315
===========
</TABLE>

The Company has certain borrowings outstanding from various financial
institutions on a nonrecourse basis. Under these borrowings, the Company assigns
all lease payments due under the applicable leases and grants a security
interest in the leased equipment to the lending institution. In the event of a
default by a lessee, the lender has a security interest in the lease payments
and underlying equipment, but except as disclosed below, has no further recourse
against the Company. Interest on these borrowings is fixed at the time of the
advance to the Company, with rates ranging from 5% to 9% at December 31, 1997.

The Company has provided limited guarantee provisions to certain lenders
providing up to 5% recourse which declines over the term of the debt. The
Company's total possible recourse exposure to credit risk under these loans was
approximately $568,000 at December 31, 1997.

Subordinated notes

The Company has issued various subordinated notes to third-party lenders,
which are in some cases secured by the Company's residual interest in certain
equipment on lease. The notes are subordinated in all respects to any
nonrecourse debt of the Company and to the interest of any lenders who may from
time to time provide
F-42
<PAGE> 155
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--NOTES PAYABLE (CONTINUED)
working capital, bridge and/or warehouse financing to the Company. The
subordinated notes consisted of the following at December 31, 1997:

<TABLE>
<S> <C>
Subordinated promissory note payable to a lender, who is a
related party to a minority stockholder of the Company,
interest payable on the last day of January, April, July
and October at 8% with principal and final interest
payment due July 31, 1998................................. $ 500,000
Subordinated promissory note payable, personally guaranteed
by the minority stockholder, with interest payable the
last day of each quarter at 9.83% with principal payments
due as follows:........................................... 1,750,000
$250,000 due January 31, 1998
$350,000 due January 31, 1999
$550,000 due January 31, 2000
$600,000 due January 31, 2001
----------
$2,250,000
==========
</TABLE>

NOTE 7--OPTION FEES

A related corporation has the option to participate in the residual values
of certain equipment by paying $750,000 on or before certain dates that coincide
with the expiration of the lease terms of the equipment, which range through
1999. The related corporation will then receive 100% of all re-lease or sale
proceeds up to $1,125,000 after payment of direct costs associated with such
transactions, if any. The related corporation and the Company then share equally
any proceeds in excess of this amount. Fees of $250,000 previously received by
the Company have been recorded in accrued expenses.

The residual values recorded by the Company in connection with such
equipment do not exceed the $750,000 stated above.

NOTE 8--RETIREMENT PLAN

The Company has established a 401(k) Retirement Plan whereby an employee
upon reaching minimum age and service requirements, may contribute up to 10% of
compensation to the Plan. Employee contributions totaled $61,373 for the year
ended December 31, 1997. Additionally, the Company will provide matching
contributions for 25% of the employee's contribution which does not exceed 8%
and may make other discretionary contributions. The Company's contributions were
$23,393 during the year ended December 31, 1997.

NOTE 9--COMMITMENTS

The Company leases office space under a noncancelable operating lease,
which contains renewal and expansion options, and provides for annual escalation
for cost of living increases, taxes, and maintenance. Rent expense incurred by
the Company was $101,033 for the year ended December 31, 1997.

Future minimum rental payments under the lease agreement were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $ 98,981
1999........................................................ 57,738
--------
$156,719
========
</TABLE>

The Company has entered into a letter of intent with an unrelated third
party pursuant to which the Company and such party will form a new company to
serve as the manager and/or general partner of a new real estate

F-43
<PAGE> 156
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 9--COMMITMENTS (CONTINUED)
finance company. The Company and such party intend to provide fixed rate
mortgages and sale/leaseback financing to petroleum retail and convenience store
operators nationwide.

NOTE 10--STOCK OPTIONS

The Company had an option outstanding to a minority stockholder to purchase
1,250 shares of common stock of the Company at $260 per share, which expires on
October 7, 1999. The majority stockholder of the Company, at his sole option,
could elect to have the Company redeem from him up to an equivalent number of
shares of common stock of the Company at the same price to be simultaneously
issued to the option holder upon exercise in lieu of the Company's issuance of
new shares.

On February 5, 1998, the minority stockholder exercised the option and
purchased 1,250 shares of common stock of the Company for $260 per share. These
shares were redeemed from the majority stockholder for the same price in lieu of
the Company issuing new shares.

NOTE 11--INCOME TAXES

The Company's provision for income tax expense was composed of the
following for the year ended December 31, 1997:

<TABLE>
<S> <C>
Current:
Federal................................................... $ --
State..................................................... --
-----------
Total current.......................................... --
-----------
Deferred:
Federal................................................... 523,000
State..................................................... 62,000
Adoption of SFAS 109 due to discontinuance of S
Corporation election................................... 415,000
-----------
1,000,000
Benefit of net operating loss carryforward................ (402,000)
-----------
Total deferred......................................... $ 598,000
===========
</TABLE>

The effective income tax rate for the year ended December 31, 1997 varied
from the federal statutory rate as follows:

<TABLE>
<S> <C>
Tax provision computed at statutory 34% rate................ $ 162,000
State taxes, net of federal benefit......................... 19,000
Other....................................................... 2,000
Adoption of SFAS 109 due to discontinuance of S Corporation
election.................................................. 415,000
-----------
$ 598,000
===========
</TABLE>

F-44
<PAGE> 157
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 11--INCOME TAXES (CONTINUED)
The components of the net deferred tax liability at December 31, 1997 were
as follows:

<TABLE>
<S> <C>
Deferred tax liabilities:
Lease revenue and related depreciation.................... $(1,022,000)
Other..................................................... (13,000)
-----------
(1,035,000)
-----------
Deferred tax assets:
Net operating loss carryforward........................... 402,000
Allowance for lease losses................................ 35,000
-----------
437,000
-----------
$ (598,000)
===========
</TABLE>

The net operating loss carryforward will expire in 2012 if not utilized
sooner. Subsequent to the contemplated merger discussed in Note 13, the
utilization of the Company's net operating loss carryforward may be limited.

NOTE 12--TRANSFER OF LEASES

The Company from time to time, transfers to unrelated third parties direct
financing leases, while continuing to service such leases on behalf of the
transferee, in transactions accounted for as sales under Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." In connection with certain
transfers, the Company has provided recourse to the transferee for lease losses
up to an amount not exceeding 5% of the transfer price which declines over the
terms of the leases transferred and which approximated $560,000 at December 31,
1997. In the event of a default by a lessee, the Company has the option, but not
the obligation, to repurchase the remaining unrecovered net investment in the
defaulted leases in order to maximize the disposition of such property and to
minimize the Company's loss exposure. Management considers this recourse
liability in their periodic determination of the adequacy of the allowance for
lease losses.

During the year ended December 31, 1997 the Company transferred $10,479,000
of carrying value of net investment in direct financing leases and recorded a
gain of $726,700.

NOTE 13--SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.

F-45
<PAGE> 158

INDEPENDENT AUDITORS' REPORT

To Board of Directors
Boulder Capital Group, Inc.

We have audited the accompanying statements of operations and retained
earnings and cash flows of Boulder Capital Group, Inc. for the year ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and the cash flows of
Boulder Capital Group, Inc. for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.

KPMG Peat Marwick LLP

Boulder, Colorado
March 28, 1997

F-46
<PAGE> 159

BOULDER CAPITAL GROUP, INC.

STATEMENT OF OPERATIONS AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Finance income from direct financing leases............... $2,663,174
Rental income from operating leases....................... 404,115
Sales of equipment........................................ 1,029,046
Gain on sale of leases.................................... 100,297
Interest and other income................................. 31,727
----------
Total revenues 4,228,359
----------
Depreciation on equipment under operating leases.......... 361,246
Cost of equipment sold.................................... 882,679
Interest expense.......................................... 1,965,982
Selling, general and administrative....................... 1,346,024
----------
Total expenses....................................... 4,555,931
----------
Net loss............................................. (327,572)
Retained earnings, beginning of year...................... 437,157
----------
Retained earnings, end of year............................ $ 109,585
==========
</TABLE>

See accompanying notes to financial statements.
F-47
<PAGE> 160

BOULDER CAPITAL GROUP, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Cash flows from operating activities:
Net loss.................................................. $ (327,572)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation on equipment under operating leases....... 361,246
Other depreciation..................................... 44,716
Provision for lease losses............................. 90,331
Amortization of initial direct costs................... 136,168
Gain on sale of leases................................. (100,297)
Gain on sale of equipment.............................. (146,367)
Increase in accounts receivable........................ (301,170)
Increase in accounts payable and other liabilities..... 1,673,034
------------
Net cash provided by operating activities................... 1,430,089
------------
Cash flows from investing activities:
Payments received on direct financing leases.............. 5,989,329
Investment in direct financing leases..................... (23,647,744)
Cost of leased equipment acquired......................... (396,909)
Purchases of property and equipment....................... (121,017)
Proceeds from sale of leases.............................. 1,702,623
Proceeds from sales of leased equipment................... 845,851
------------
Net cash used in investing activities.................. (15,627,867)
------------
Cash flows from financing activities:
Net proceeds from short-term borrowings................... 8,286,662
Payments on long-term subordinated debt................... (100,000)
Proceeds from non-recourse debt........................... 10,521,575
Payments on non-recourse debt............................. (4,503,845)
------------
Net cash provided by financing activities................... 14,204,392
------------
Net increase in cash and cash equivalents................... 6,614
Cash and cash equivalents at the beginning of the year...... 230,246
------------
Cash and cash equivalents at the end of year................ $ 236,860
============
Supplemental disclosure of cash flow information:
Cash paid for interest.................................... $ 1,898,654
============
</TABLE>

See accompanying notes to financial statements.
F-48
<PAGE> 161

BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1996

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations. Boulder Capital Group, Inc. ("Boulder Capital" or
the "Company") was founded in 1986. Boulder Capital is primarily engaged in the
lease financing of above ground equipment to the petroleum retail industry.

Boulder Capital has customers ranging in size from major petroleum
companies to multi-unit jobbers to single-site dealers. Customers are served in
41 states, and financing is provided through a variety of lease structures.

Use of Estimates. The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Significant estimates include the estimate of residual
values and the determination of the allowance for lease losses. Actual results
could differ from those estimates.

Cash Equivalents. The Company considers all short-term investments with a
maturity of three months or less to be cash equivalents.

Income Taxes. At inception, the Company elected to be treated as an S
corporation for tax purposes. Under this structure, the elements of income and
expense of the Company are passed to the shareholder and taxed at the
shareholders' individual tax rate. Accordingly, no income tax expense is
reflected in the accompanying financial statements. As of January 1, 1997, the
Company has elected to be treated as a C corporation.

New Accounting Pronouncement. In March of 1995, the Financial Accounting
Standards Board (the "FASB") issued Statement of Financial Accounting Standards
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of (Statement No. 121) effective for fiscal years
beginning after December 15, 1995. Statement No. 121 requires impairment losses
to be recorded on long-lived assets used in operations, including leased
equipment, when indicators of impairment are present and either the undiscounted
future cash flows estimated to be generated by those assets or the fair market
value are less than the assets carrying amount. Statement No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement No. 121 effective January 1, 1996. The adoption of
Statement No. 121 did not have a material impact on the accompanying financial
statements.

Equipment Leasing. Statement of Financial Accounting Standards No. 13
requires that a lessor account for each lease by either the direct financing,
sales-type or operating lease method. Direct financing and sales-type leases are
defined as those leases which transfer substantially all of the benefits and
risks of ownership of the equipment to the lessee. The Company utilizes the
direct financing method and operating method for substantially all of the
Company's equipment under lease. For most types of leases, the determination of
profit considers the estimated value of the equipment at lease termination,
referred to as the residual value. After the inception of a lease, the Company
may engage in the financing of lease receivables on a non-recourse basis and/or
equipment sale transactions to reduce or recover its investment in the
equipment. Certain of the outstanding non-recourse debt contain a 5% first loss
provision. The Company's exposure declines with the net investment in such
leases.

LEASE INCEPTION

Direct Financing Leases. Leasing revenue, which is recognized over the
term of the lease, consists of the excess of lease payments plus the estimated
residual value over the equipment's cost. Earned income is recognized to provide
a constant yield over the lease term and is recorded in leasing revenue in the
accompanying statement of operations and retained earnings. Residual values are
recorded at lease inception equal to the estimated value of the leased equipment
at lease termination, as determined by the Company. In estimating such
F-49
<PAGE> 162
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

YEAR ENDED DECEMBER 31, 1996

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
values, the Company considers independent appraisals and unique circumstances
regarding the equipment. The Company evaluates residual estimates on an ongoing
basis for any impairment in value.

Operating Leases. Leasing revenue consists principally of rental payments.
The cost of equipment is recorded as leased equipment and is depreciated
primarily on the straight-line basis over the estimated life of the equipment
leased.

Significant Lease Terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.

Significant Concentrations. The majority of the Company's net lease
receivables are collateralized by retail automotive automobile washing equipment
of which approximately 35% of the 1996 lease originations related to a single
manufacturer.

TRANSACTIONS SUBSEQUENT TO LEASE INCEPTION

Private Equipment Sales. The Company may from time to time sell its title
to leased equipment to third-party investors. In some cases, the equipment is
subject to existing non-recourse debt. In such transactions, the investors may
obtain rights to residual interests, equipment rentals and tax benefits. Upon
sale, the Company records equipment sales revenue equal to the sales price of
the equipment. Cost of equipment sales equals the carrying value of the related
asset reduced by any residual interest retained by the Company. The estimated
residual interest retained by the Company, if any, is recorded as an asset at
present value using an interest rate approximating the Company's then
incremental borrowing rate. Fees for administering and remarketing the equipment
associated with such transactions are reflected in operations as earned. The
residual interest in such transactions is determined in the same manner as
direct financing leases. Income is recorded on residual interests retained by
the Company after cash collections on such residuals exceed the recorded asset
amount.

Sale of Leases. During 1996, the Company transferred selected direct
financing leases to a third party lender. The difference between the sales price
of $1,702,623 and the net investment in the direct financing leases of
$1,602,326 is recognized as a gain in the accompanying financial statements. In
connection with the transfers, the Company provided recourse to the transferee
for lease losses up to an amount not exceeding 5% of the sales price of the
direct financing leases transferred. The Company did not retain an interest in
the corresponding residual values.

Allowance for Losses. The Company recognizes a credit loss reserve equal
to one-half of one percent of equipment cost for all equipment leased to
petroleum distributors and dealers. To further minimize credit risk as well as
interest rate risk, the Company typically finances lease obligations on a
non-recourse, fixed-rate basis with various lenders. The non-recourse loans
transfer substantially all credit risk to third parties.

Activity in the Company's allowance for losses during the year ended
December 31, 1996 is summarized as follows:

<TABLE>
<CAPTION>
1996
--------
<S> <C>
Allowance for lease losses, beginning....................... $ 63,004
Provision for lease losses.................................. 90,331
Leases written off.......................................... (42,401)
--------
Allowance for lease losses, ending.......................... $110,934
========
</TABLE>

F-50
<PAGE> 163
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

YEAR ENDED DECEMBER 31, 1996

NOTE 2--REVENUE SHARING AGREEMENTS AND DEPRECIATION ON LEASED EQUIPMENT

At December 31, 1996, the Company owned $1,209,626 of car wash equipment
placed under five-year revenue sharing agreements primarily with major oil
company customers. Under the revenue sharing agreements, the Company receives a
majority of the revenues generated by the car washes from which it pays for
supplies and the services of the manufacturer's distributor. Depreciation on
leased equipment totaled $361,246 for the year ended December 31, 1996.

NOTE 3--OPTION FEE

A related corporation has the option to participate in the residual values
of certain equipment by paying $750,000 on or before certain dates that coincide
with the expiration of the lease terms of the equipment, which occur between
1997 and 1999. The corporation will then receive 100% of all re-lease or sale
proceeds up to $1,125,000 after payment of direct costs associated with such
transaction, if any. The related corporation and the Company then share equally
any proceeds in excess of this amount. Fees of $250,000 received by the Company
in 1992 have been recorded in accrued expenses.

The residual values recorded by the Company in connection with such
equipment do not exceed the $750,000 stated above.

NOTE 4--RETIREMENT PLAN

During 1992, the Company established a 401(k) Retirement Plan whereby an
employee upon reaching minimum age and service requirements, may contribute up
to 10% of compensation to the Plan. Employee contributions totaled $49,999
during the year ended December 31, 1996. Additionally, the Company will provide
matching contributions for 25% of the employee's contribution which does not
exceed 8% and may make other voluntary contributions. The Company's
contributions were $15,869 during the year ended December 31, 1996.

NOTE 5--RELATED PARTY TRANSACTIONS

The Company has a revolving credit agreement with the majority shareholder
of the Company that allows the Company to borrow up to $200,000. At December 31,
1996, $200,000 was outstanding under this agreement. Interest is payable monthly
at the prime-rate plus one percent (9.25% at December 31, 1996) and is due,
together with any unpaid principal, on May 31, 1997.

The Company is a related party with respect to a corporate lender, since
the minority shareholder owns an equity interest in the lender. The amount of
subordinated debt owed to this corporate lender is $547,297 at December 31,
1996. Interest expense of $44,243 was incurred related to this subordinated debt
for the year ended December 31, 1996. The amount of short-term borrowings owed
to this corporate lender is $300,000 at December 31, 1996. Interest is payable
monthly at the prime rate plus 1/2 percent (8.75% at December 31, 1996) and is
due, together with unpaid principal, on May 31, 1997. Interest expense of
approximately $3,000 was incurred related to this short-term borrowing for the
year ended December 31, 1996.

NOTE 6--OFFICE LEASE EXPENSE

During 1994, the Company entered into a five-year, noncancelable operating
lease for newly constructed office space which, in the opinion of the
management, will adequately provide for present and future needs, as currently
planned. The lease contains renewal and expansion options, some of which were
exercised during 1996, and provides for annual escalation for cost of living
increases, taxes, and maintenance and the Company's responsibility for its own
utilities. Rent expense incurred by the Company was $89,148 for the year ended
December 31, 1996.

F-51
<PAGE> 164
BOULDER CAPITAL GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

YEAR ENDED DECEMBER 31, 1996

NOTE 6--OFFICE LEASE EXPENSE (CONTINUED)
The minimum future rentals under said lease is as follows:

<TABLE>
<S> <C>
Years Ending December 31:
1997........................................................ $ 98,981
1998........................................................ 98,981
1999........................................................ 57,738
--------
$255,700
========
</TABLE>

NOTE 7--STOCK OPTION

The Company has granted an option to a minority shareholder to purchase an
additional 1,250 shares of common stock of the Company at $260 per share. The
option expires on October 7, 1999 and has not been exercised. The majority
shareholder of the Company, at his sole option, may elect to have the Company
redeem from him an equivalent number of shares at the same price to be
simultaneously resold to the option shareholder in lieu of the issuance of new
shares.

NOTE 8-- EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORS'
REPORT

On February 5, 1998, the minority shareholder exercised the option
described in Note 7 and purchased 1,250 shares of common stock of the Company
for $260 per share. These shares were redeemed from the majority shareholder for
the same price in lieu of the Company issuing new shares.

The Company and its shareholders have entered into a letter of intent with
UniCapital Corporation (UniCapital) pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.

The Company entered into a letter of intent with an unrelated third party
pursuant to which the Company and such party will form a new company to serve as
the manager and/or general partner of a new real estate finance company. The
Company and such party intend to provide fixed rate mortgages and sale/leaseback
financing to petroleum retail and convenience store operators nationwide.

F-52
<PAGE> 165

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders
Cauff, Lippman Aviation, Inc. and Certain Affiliates

We have audited the accompanying combined balance sheets of Cauff, Lippman
Aviation, Inc. and Certain Affiliates (includes only certain entities under
common ownership) (collectively, the Company) as of December 31, 1996 and 1997,
and the related combined statements of income, changes in 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 combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Cauff,
Lippman Aviation, Inc. and Certain Affiliates at December 31, 1996 and 1997, and
the combined results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

Ernst and Young LLP

Miami, Florida
January 14, 1998,
except for Note 14, as to which the date is
February 7, 1998

F-53
<PAGE> 166

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................. $ 638,528 $ 8,354,347
Accounts receivable....................................... 9,053,451 10,368,862
Equipment under operating leases, net..................... 25,119,357 23,339,737
Investments............................................... 238,967 --
Deposits on equipment held for lease...................... 312,168 500,000
Other assets.............................................. 4,213,276 4,865,378
----------- -----------
Total assets................................................ $39,575,747 $47,428,324
=========== ===========

LIABILITIES AND COMBINED EQUITY (DEFICIT)
Liabilities:
Non-recourse debt......................................... $31,718,416 $26,748,739
Payable to stockholders and affiliates, net............... 2,249,858 8,188,080
Accounts payable and accrued expenses..................... 404,801 448,161
Security and other deposits............................... 4,995,617 6,338,196
----------- -----------
Total liabilities........................................... 39,368,692 41,723,176
----------- -----------
Minority interest........................................... 368,880 697,968
Combined equity (deficit):
Common stock.............................................. 1,300 1,300
Additional paid-in capital................................ 1,817,405 1,817,405
Retained earnings (deficit)............................... (1,980,530) 3,188,475
----------- -----------
Total combined equity (deficit)............................. (161,825) 5,007,180
----------- -----------
Total liabilities and combined equity (deficit)............. $39,575,747 $47,428,324
=========== ===========
</TABLE>

See accompanying notes to financial statements.
F-54
<PAGE> 167

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Rental income from operating leases................ $20,997,203 $18,516,574 $17,596,063
Sales of equipment................................. -- 40,500 5,725,000
Fees, commissions and remarketing income........... 4,979,215 5,390,367 8,156,334
Interest and other income.......................... 820,609 748,983 707,477
----------- ----------- -----------
Total revenues.............................. 26,797,027 24,696,424 32,184,874
----------- ----------- -----------
Cost of equipment under operating leases........... 12,429,989 12,414,929 12,659,751
Cost of equipment sold............................. -- 31,999 4,325,020
Interest expense................................... 3,279,432 2,997,717 2,768,602
Selling, general and administrative expenses....... 2,689,616 3,959,288 4,870,839
----------- ----------- -----------
Total expenses.............................. 18,399,037 19,403,933 24,624,212
----------- ----------- -----------
Income from operations............................. 8,397,990 5,292,491 7,560,662
Equity in income of minority owned affiliates...... -- 238,967 219,438
Minority interest.................................. (777,611) (692,328) (646,128)
----------- ----------- -----------
Net income before extraordinary gain............... 7,620,379 4,839,130 7,133,972
Extraordinary gain on extinguishment of debt....... -- 598,414 --
----------- ----------- -----------
Net income......................................... $ 7,620,379 $ 5,437,544 $ 7,133,972
=========== =========== ===========
Unaudited pro forma information (Note 3):
Pro forma net income before income taxes........... $ 7,620,379 $ 5,437,544 $ 7,133,972
Provision for income taxes......................... 3,161,741 2,307,976 2,921,939
----------- ----------- -----------
Pro forma net income............................... $ 4,458,638 $ 3,129,568 $ 4,212,033
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.
F-55
<PAGE> 168

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

COMBINED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

<TABLE>
<CAPTION>
TOTAL
ADDITIONAL RETAINED COMBINED
COMMON PAID-IN EARNINGS EQUITY
STOCK CAPITAL (DEFICIT) (DEFICIT)
------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at January 1, 1995............... $1,100 $ 913,359 $(10,252,357) $(9,337,898)
Net income............................. -- -- 7,620,379 7,620,379
Contributions.......................... 200 1,021,086 -- 1,021,286
Distributions and dividends............ -- -- (3,422,799) (3,422,799)
------ ---------- ------------ -----------
Balance at December 31, 1995............. 1,300 1,934,445 (6,054,777) (4,119,032)
Net income............................. -- -- 5,437,544 5,437,544
Distributions and dividends............ -- (117,040) (1,363,297) (1,480,337)
------ ---------- ------------ -----------
Balance at December 31, 1996............. 1,300 1,817,405 (1,980,530) (161,825)
Net income............................. -- -- 7,133,972 7,133,972
Contributions.......................... -- 6,109,426 -- 6,109,426
Distributions and dividends............ -- (6,109,426) (1,964,967) (8,074,393)
------ ---------- ------------ -----------
Balance at December 31, 1997............. $1,300 $1,817,405 $ 3,188,475 $ 5,007,180
====== ========== ============ ===========
</TABLE>

See accompanying notes to financial statements.
F-56
<PAGE> 169

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1995 1996 1997
----------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income....................................... $ 7,620,379 $ 5,437,544 $ 7,133,972
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation on equipment under operating
leases...................................... 1,856,441 2,034,929 2,279,751
Minority interest............................. 777,611 692,328 646,128
Extraordinary gain on extinguishment of
debt........................................ -- (598,414) --
Equity in income of uncombined affiliates
(net of Dividends Received)................. -- (238,967) 238,967
Changes in operating assets and liabilities:
Accounts receivable........................... (545,371) (3,044,417) (1,315,411)
Equipment under operating leases.............. -- (7,418,352) (489,500)
Deposits on equipment held for lease and other
assets...................................... (1,170,856) (716,935) (850,565)
Accounts payable and accrued expenses......... (135,542) 51,956 43,360
Security and other deposits................... 1,261,324 670,120 1,342,579
----------- ----------- ------------
Net cash provided by (used in) operating
activities.................................. 9,663,986 (3,130,208) 9,029,281
----------- ----------- ------------
Cash flows from financing activities:
Proceeds from nonrecourse obligations............ -- 13,208,071 7,817,874
Payments on nonrecourse obligations.............. (6,546,892) (9,838,270) (12,787,552)
Advances from (to) stockholders.................. (105,376) (276,490) 5,879,479
Advances from affiliates......................... -- 2,286,141 58,744
Capital contributions............................ 1,021,286 -- 6,109,426
Distributions to minority shareholders (net)..... (921,751) (339,695) (317,040)
Distributions and dividends...................... (3,422,799) (1,363,297) (8,074,393)
----------- ----------- ------------
Net cash provided by (used in) financing
activities............................... (9,975,532) 3,676,460 (1,313,462)
----------- ----------- ------------
Net increase (decrease) in cash............. (311,546) 546,252 7,715,819
Cash and cash equivalents at beginning of year..... 403,822 92,276 638,528
----------- ----------- ------------
Cash and cash equivalents at end of year........... $ 92,276 $ 638,528 $ 8,354,347
=========== =========== ============
</TABLE>

See accompanying notes to financial statements.
F-57
<PAGE> 170

CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1997

NOTE--1 BUSINESS

Cauff, Lippman Aviation, Inc. and Certain Affiliates (collectively, the Company
or the Combined Affiliates) is primarily engaged in the acquisition and leasing
of used commercial jet aircraft and aircraft equipment and the leasing and sale
of such aircraft and aircraft equipment to domestic and foreign airlines and
other aircraft investors and lessors.

On November 7, 1997, the Company signed a letter of intent to enter into a
definitive agreement to merge with UniCapital Corporation. The accompanying
combined financial statements include the following entities that will merge:

<TABLE>
<CAPTION>
PERCENTAGE
ENTITY OWNERSHIP
------ ----------
<S> <C>
Cauff Lippman Aviation, Inc................................. 100%
CL Aircraft VIII, Inc....................................... 100%
CL Aircraft XXXIV, Inc...................................... 100%
Aircraft 46941, Inc......................................... 100%
SWR Aircraft Group, Inc..................................... 80%
SWR 767, Inc................................................ 78%
SWR Brazil 767, Inc......................................... 80%
CLC Engine Leasing, Inc..................................... 78%
CLA Canada, Inc............................................. 100%
Aircraft 49632, Inc......................................... 78%
Jetz, Inc................................................... 78%
CLC 747, Inc................................................ 26%
</TABLE>

Various other entities affiliated with the Company are not contemplated in the
merger and have not been included in the accompanying financial statements.

NOTE--2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of combination

The accompanying combined financial statements include the accounts of the
entities outlined above affiliated by common ownership and control. CLC 747,
Inc., the 26% owned entity is accounted for under the equity method (see Note
7). All significant intercompany balances and transactions have been eliminated
in combination.

Rental income from operating leases

The Company, as lessor, leases aircraft and aircraft equipment principally under
operating leases. Accordingly, income is reported over the life of the lease as
rentals become receivable under the provisions of the lease or, in the case of
leases with varying payments, under the straight-line method over the
noncancelable term of the lease. In certain cases, leases provide for additional
amounts based on usage.

Sales of equipment and commissions

Sales of equipment are recorded when title passes from the seller to the buyer.
Commissions are earned on the sale of aircraft between third party buyers and
sellers without the Company taking title.

Equipment under operating leases

Equipment under operating leases is stated at cost. Major additions and
modifications are capitalized. Normal maintenance and repairs; airframe and
engine overhauls; and compliance with return conditions of aircraft and aircraft
equipment on lease are provided by and paid for by the lessee.

F-58
<PAGE> 171
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE--2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Generally, aircraft and aircraft equipment are depreciated using the
straight-line method over a 30 year life from the date of manufacture to a 15%
residual value. Aircraft and aircraft equipment that are under lease as of the
date of acquisition, are depreciated over the longer of the remainder of their
30 year life or the remaining lease term.

Deferred loan costs

Deferred loan costs incurred in connection with debt financing are being
amortized over the life of the debt using the straight-line method, which
approximates the interest method.

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.

Cash equivalents

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

Concentration of credit risk

The Company leases and sells aircraft and aircraft equipment to domestic and
foreign airlines and other aircraft investors and lessors located throughout the
world. The Company generally obtains deposits on leases and generally does not
require collateral. The Company has no single customer which accounts for 10% or
more of revenues and continually monitors its exposure for credit losses.

Accounting for the impairment of long lived assets

In 1996, the Company adopted the provisions of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets" ("FAS 121"). FAS
121 requires impairment losses to be recorded on long-lived assets when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. The
Company believes no impairment indicators exist at December 31, 1997.

NOTE--3 PRO FORMA INCOME TAX INFORMATION (UNAUDITED)

The Combined affiliates are organized as S-Corporations under the provisions of
the Internal Revenue Code, which provides that the Corporations' taxable income
is taxable to the stockholders, rather than at the corporate level.

The unaudited pro forma income tax information included in the Combined
Statements of Income is presented in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," as if the Company
had been subject to federal and state income taxes for all periods presented.

There are differences between the financial statements carrying amounts and the
tax bases of existing assets and liabilities of the entities affiliated under
common control. At December 31, 1997, the Company's net assets for financial
reporting purposes exceed the tax basis by approximately $13.0 million. In
connection with the proposed merger with UniCapital Corporation discussed in
Note 14, the Company's S Corporation election will terminate and the tax effect
of the net differences, exclusive of previous S Corporation net operating loss
carryforward, between the book and tax bases of net assets at that date
(approximately $4.9 million at December 31, 1997) will be recorded in the
financial statements.

NOTE--4 OTHER ASSETS

As of December 31, 1996 and 1997, other assets consist primarily of maintenance
reserves. Maintenance reserves are charged to lessees based upon usage of the
leased aircraft. Such amounts are reimbursed to the lessee as

F-59
<PAGE> 172
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE--4 OTHER ASSETS (CONTINUED)
required maintenance is performed. As of December 31, 1996 and 1997, maintenance
reserves were approximately $3.9 and $4.7 million, respectively.

NOTE--5 NONRECOURSE DEBT

Nonrecourse obligations are secured by the underlying leases and leased aircraft
and aircraft equipment having a carrying value of $23,339,737 at December 31,
1997. Of this amount, $1,469,000 has been guaranteed by the Company. For all
other nonrecourse obligations, in the event of lessee default, the lenders have
recourse only to the pledged aircraft and aircraft equipment. As of December 31,
1996 and 1997, nonrecourse obligations bear interest at varying rates ranging
from 7.84% to 11.18%, inclusive, with maturities ranging from 1998 through 2004.

As of December 31, 1997, maturities of nonrecourse obligations for each of the
five years and thereafter, are approximately as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................... $ 5,733,000
1999............................................................... 16,671,000
2000............................................................... 736,000
2001............................................................... 1,559,000
2002............................................................... 825,000
Thereafter......................................................... 1,225,000
-----------
$26,749,000
===========
</TABLE>

Under certain of the above agreements, certain lenders and other outside parties
are participants in the residual values of certain aircraft.

Cash paid during the year for interest was $3,294,644, $2,850,952 and $2,638,886
in 1995, 1996 and 1997, respectively.

NOTE--6 RENTAL INCOME FROM OPERATING LEASES

Minimum future rentals on noncancelable operating leases of aircraft and
aircraft equipment as of December 31, 1997 are approximately as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................... $13,224,000
1999............................................................... 3,733,000
2000............................................................... 1,191,000
2001............................................................... 931,000
2002............................................................... 537,000
Thereafter......................................................... 403,000
-----------
$20,019,000
===========
</TABLE>

F-60
<PAGE> 173
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE--7 RELATED PARTY TRANSACTIONS

The accompanying combined financial statements reflect an applicable percentage
of income from CLC 747, Inc., an entity which the shareholders of the Company
own a 26% equity interest. As of December 31, 1997, CLC 747 had no operating
assets and no contracts for future operating revenues.

On October 1, 1997, Jumbo Jet Leasing LP, ("JJL"), an entity 100% owned by the
shareholders of the Company, entered into a transaction in which the net assets
and certain contractual rights held by CLC 747, Inc. were transferred to JJL in
exchange for approximately $25 million. Subsequent to the transaction CLC 747,
Inc. distributed the resulting proceeds to its shareholders. Accordingly, the
Company's proportionate share of these proceeds (approximately $6.2 million) has
been reflected as a capital contribution and distribution in the accompanying
combined financial statements.

At December 31, 1996 and 1997, payables to stockholders and affiliates, net
include $0.9 million and $6.8 million, respectively, of the net outstanding
balance of advances from the Company's stockholders. Such advances are unsecured
and bear interest at 9% with no fixed or determinable due dates.

Due to affiliates represent the net payable to entities affiliated with the
Company which have not been combined in the accompanying financial statements.

In January 1998, the Company repaid approximately $6.4 million of advances from
stockholders and $635,000 of advances from minority shareholders.

In 1995 and 1996 the Company allocated expenses of approximately $800,000 and
$1,544,000, respectively, related to services performed on behalf of affiliated
entities which have not been combined in the accompanying financial statements.

NOTE--8 COMMITMENTS AND CONTINGENCIES

During 1993, the Company had entered into two noncancelable operating leases of
aircraft for a term of five years with aggregated annual payments of
$10,380,000. In connection with these leases, the Company entered into sublease
agreements also for a term of five years with aggregated annual payments of
approximately $11,280,000. These leases mature in September, 1998.

The Company leases its office space pursuant to a lease with average annual
payments of approximately $85,000. The lease expires in 1999. The Company has
subleased approximately half of its leased premises for approximately $43,000
per year through March, 1998.

The Company is engaged in litigation arising in the normal course of business.
Management believes that the outcome of such litigation will not have a material
adverse effect on its financial position or the results of its operations.

NOTE--9 EMPLOYMENT AGREEMENTS

Effective January 1, 1994, the Company entered into employment agreements with
its three officers. Under the terms of the agreements, the officers were
entitled to receive a base salary of $700,000 in the aggregate, in addition to
transaction origination bonuses. On November 12, 1996, one of the officers
terminated his agreement with the Company, effective December 31, 1996.
Beginning January 1, 1997, the remaining officers were entitled to receive a
base salary of $500,000 in the aggregate, in addition to transaction origination
bonuses. Such bonuses totaled $236,000 in 1996 and $11,700 in 1997.
Additionally, the officers were paid supplemental salaries totaling $1,932,000
and $800,000 in 1996 and 1997, respectively.

F-61
<PAGE> 174
CAUFF, LIPPMAN AVIATION, INC. AND CERTAIN AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE--10 PROFIT SHARING PLAN

On January 1, 1994, the Company adopted a defined contribution profit sharing
plan (the Plan) for the benefit of all employees meeting minimum age and service
requirements. Contributions made to the Plan for the years ended December 31,
1995, 1996 and 1997 approximated $92,000, $103,000 and $89,000, respectively.
Benefits under the Plan vest ratably over a five year period.

NOTE--11 FINANCIAL INSTRUMENTS

In 1996, the Company entered into two interest rate swap agreements with
aggregate notional amounts of approximately $10,200,000 to manage its exposure
to interest rates of the Company's floating rate nonrecourse obligations. These
agreements effectively convert certain variable rate obligations with interest
rates ranging from LIBOR to LIBOR plus 2.5% to a weighted average fixed rate of
7.9%. The difference to be paid or received varies as short-term interest rates
change and is accrued and recognized as an adjustment to interest expense.
Market risks arise from the movement in interest rates. The Company's credit
risk is limited to the fair market value of the interest rate swaps. During
February, 1997, the Company terminated one of the swap agreements and incurred a
loss of approximately $178,000. The remaining agreement was entered into on
December 9, 1996, matures in July, 1999, and has a notional amount of
approximately $1,469,000 at December 31, 1997.

The Company does not require its counterparties to provide security for its
positions with the Company. Any failure of the instruments or counterparties to
perform under the derivative contracts would have an immaterial impact on the
Company's earnings.

The fair value of the Company's interest rate swap agreements are estimated
using discounted cash flows based on the Company's current incremental borrowing
rate. As of December 31, 1997, the fair value of the Company's interest rate
swap agreement approximated its notional amount.

The carrying value of cash and rents and other receivables in the accompanying
financial statements approximate their fair value because of the short-term
maturity of these instruments, and in the case of nonrecourse obligations
because such instruments bear variable interest rates which approximate market.

NOTE--12 EXTRAORDINARY ITEMS

In 1996, the Company recognized an extraordinary gain of $598,414 on the
extinguishment of debt.

NOTE--13 YEAR 2000 ISSUES (UNAUDITED)

The Company is assessing the modifications or replacement of its software that
may be necessary for its computer systems to function properly with respect to
the dates in the year 2000 and thereafter. The Company does not believe that the
cost of either modifying existing software or converting to new software will be
significant or that the year 2000 issue will pose significant operational
problems for its computer systems.

NOTE--14 SUBSEQUENT EVENT

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of common stock of the combined entities affiliated by
common ownership in exchange for cash and common stock of UniCapital, concurrent
with the consummation of the initial public offering of the common stock of
UniCapital.

On February 7, 1998, the majority stockholders entered into an agreement to
purchase minority stockholder's interest in the Company.

F-62
<PAGE> 175

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Jacom Computer Services, Inc.
Northvale, New Jersey

We have audited the accompanying balance sheets of Jacom Computer Services,
Inc. as of December 31, 1996 and 1997, and the related statements of income and
retained earnings and cash flows for each of the years in the three-year 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 financial position of Jacom Computer Services,
Inc. as of December 31, 1996 and 1997, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.

BDO Seidman, LLP
New York, NY

January 28, 1998

F-63
<PAGE> 176

JACOM COMPUTER SERVICES, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 1,307 $ 2,596
Accounts receivable, less allowance of $100 and $250 for
possible losses........................................... 2,354 3,655
Net investment in sales-type leases (Notes 1 and 3)......... 114,507 86,278
Equipment under operating leases, net (Notes 2 and 3)....... 12,098 13,319
Receivable from stockholder................................. 200 451
Other assets................................................ 354 729
Deposits on equipment held for lease........................ 7,221 11,920
-------- --------
Total assets $138,041 $118,948
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Discounted lease payments with recourse (Notes 3 and 6)... $ 6,169 $ 7,304
Discounted lease payments without recourse (Notes 3 and
6)..................................................... 62,574 35,751
Vendor payables and accruals.............................. 7,665 3,467
Note payable to stockholder............................... 6,500 --
Income taxes payable...................................... 241 580
Deferred income taxes payable (Note 4).................... 2,850 2,678
-------- --------
Total liabilities...................................... $ 85,999 $ 49,780
-------- --------
Stockholder's equity:
Common stock, no par value--200 shares authorized; 100
issued and outstanding................................. 1 1
Retained earnings......................................... 52,041 69,167
-------- --------
Total stockholder's equity............................. 52,042 69,168
-------- --------
Total liabilities and stockholder's equity............. $138,041 $118,948
======== ========
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
F-64
<PAGE> 177

JACOM COMPUTER SERVICES, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1995 1996 1997
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Sales of equipment.................................... $ 60,867 $ 49,123 $ 62,897
Finance income from direct financing and sales-type
leases.............................................. 9,184 9,337 8,377
Rental income from operating leases................... 11,416 13,304 16,531
Gain on sale of leases................................ -- -- 472
Interest and other income............................. 927 1,554 1,794
---------- ---------- ----------
Total revenues...................................... 82,394 73,318 90,071
---------- ---------- ----------
Depreciation on equipment under operating leases...... 4,512 5,831 6,448
Cost of equipment sold................................ 53,382 43,473 47,914
Interest expense...................................... 5,824 5,586 4,645
Selling, general and administrative................... 11,797 11,082 13,183
---------- ---------- ----------
Total expenses...................................... 75,515 65,972 72,190
---------- ---------- ----------
Income from operations.............................. 6,879 7,346 17,881
Provision (benefit) for income taxes (Note 4)......... 460 (44) 755
---------- ---------- ----------
Net income............................................ 6,419 7,390 17,126
Retained earnings, beginning of year.................. 38,232 44,651 52,041
---------- ---------- ----------
Retained earnings, end of year........................ $ 44,651 $ 52,041 $ 69,167
========== ========== ==========
Unaudited pro forma information:
Pro forma income from operations.................... $ 6,879 $ 7,346 $ 17,881
Pro forma provision for income taxes................ 2,823 3,045 7,438
---------- ---------- ----------
Pro forma net income................................ $ 4,056 $ 4,301 $ 10,443
========== ========== ==========
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
F-65
<PAGE> 178

JACOM COMPUTER SERVICES, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1995 1996 1997
------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 6,419 $ 7,390 $ 17,126
Adjustments to reconcile net income to net cash provided
by operating activities:
Gain on sale of leases................................. -- -- (472)
Depreciation........................................... 4,514 5,836 6,453
Gain on sale at inception of lease..................... (5,609) (6,634) (10,487)
Gain on sale of equipment at end of lease.............. (2,857) (2,647) (2,609)
Provision for possible losses on receivables........... -- 80 150
Amortization of unearned income........................ (9,184) (9,337) (8,377)
Decrease (increase) in assets:
Accounts receivable.................................. (872) (1,426) (1,451)
Lease receivables:
Purchase of equipment for lease receivables....... (50,613) (38,486) (51,410)
Sale of sales-type lease receivables.............. -- -- 39,856
Proceeds received from lessees.................... 60,257 62,110 60,897
Deposits on equipment held for lease................. (50) (672) (4,699)
Other assets......................................... (48) (101) (90)
Increase (decrease) in liabilities:
Vendor payables and accruals......................... 2,422 (5,769) (4,198)
Income taxes payable................................. 281 (1,101) 339
Deferred income taxes payable........................ 16 161 (172)
------- ------- --------
Total adjustments............................... (1,743) 2,014 23,730
------- ------- --------
Net cash provided by operating activities....... 4,676 9,404 40,856
------- ------- --------
Cash flows from investing activities:
Purchase of equipment for operating leases................ (9,668) (8,222) (7,128)
Advances to stockholder................................... -- (200) (251)
Capital expenditures...................................... (12) (7) --
------- ------- --------
Net cash used in investing activities........... (9,680) (8,429) (7,379)
------- ------- --------
Cash flows from financing activities:
Proceeds from borrowings under lines of credit............ 14,500 9,500 3,000
Repayments of borrowings under lines of credit............ (14,500) (9,500) (3,000)
Proceeds from borrowings under line of credit guaranteed
by stockholder......................................... -- 6,500 2,000
Repayments of borrowings under line of credit guaranteed
by stockholder......................................... (2,000) -- (8,500)
Proceeds from discounting leases with recourse or
collateralizing operating equipment.................... 35,830 27,423 6,464
Repayment of recourse and nonrecourse debt................ (29,845) (34,401) (32,152)
------- ------- --------
Net cash provided by (used in) financing
activities................................... 3,985 (478) (32,188)
------- ------- --------
Net increase (decrease) in cash and cash equivalents........ (1,019) 497 1,289
Cash and cash equivalents, beginning of year................ 1,829 810 1,307
------- ------- --------
Cash and cash equivalents, end of year...................... $ 810 $ 1,307 $ 2,596
======= ======= ========
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
F-66
<PAGE> 179

JACOM COMPUTER SERVICES, INC.

SUMMARY OF ACCOUNTING POLICIES
(IN THOUSANDS)

BUSINESS

Jacom Computer Services, Inc. (the "Company") is primarily engaged in the
acquisition, leasing, and sales of data processing and telecommunications
equipment. The Company acquires equipment from many sources and leases or sells
the equipment to its customers. The Company provides or arranges to provide
installation, maintenance and modification of the equipment.

REVENUE RECOGNITION

(a) Net Investment in Sales-Type Leases

The Company originates sales-type leases and recognizes a sale upon
acceptance by the customer of the equipment. Unearned income represents the
excess of the gross lease receivable plus the estimated residual value over the
present value of the gross investment in the lease. Unearned income is
recognized as revenue over the term of the lease at a constant rate of return on
the net investment.

(b) Discounted Lease Payments

The Company finances the originations of leases either by utilizing its own
funds; utilizing available funds under credit facilities, or by discounting the
stream of future lease payments with various financial institutions.

A sale is recorded when the Company sells these receivables (which includes
sales type leases) on a nonrecourse basis and has no significant continuing
interest or risk of loss in the lease stream, but maintains ownership in the
residual value of the equipment at the end of the lease. A gain on sale is
recognized as the difference between the cash proceeds and the remaining lease
payments and unearned income on the date of sale. The Company provides billing
and collecting services for leases sold under these arrangements. The Company
follows Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
The Company did not sell lease receivables prior to 1997.

The Company purchases equipment from selected vendors of the lessee. At the
inception of the lease, no revenue is recognized and the equipment is recorded
at cost plus installation charges. The cost is depreciated by an accelerated
method over an average life of 5 years. At the end of the initial lease term,
equipment is rented by the customer according to the original rental terms, the
leases are renegotiated into new contracts, or the equipment is placed in
inventory. Items returned to the Company are either sold, released or recorded
at the lower of cost or their remaining value.

Rental income is recognized in equal monthly installments over the life of
the lease. If the future lease stream is discounted, lease rental payments are
assigned and remitted to financial institutions to reduce discounted lease
payments payable.

(d) Sales of Leased Equipment

Revenue is recognized when the sale is consummated.

(e) Cost of Equipment Sold

The cost of the leased property, less the present value of the unguaranteed
residual value computed at the interest rate implied in the lease, represents
the cost of equipment sold for sales-type leases.

RESIDUAL VALUE

The fair value of leased equipment at the end of the sales-type lease is
estimated at the inception of the lease. The present value of the unguaranteed
residual is recorded as a reduction against the cost of the equipment sold.
Unearned income is credited to revenue over the term of the lease at a constant
rate of return on the net investment. The Company revised its rates for
estimating residual values for leases originated in 1997 from those

F-67
<PAGE> 180
JACOM COMPUTER SERVICES, INC.

SUMMARY OF ACCOUNTING POLICIES--CONTINUED
(IN THOUSANDS)

rates used in prior years. The results of this change over what would have been
reported using prior years rates increased net income by approximately $1,900.

DEPOSITS ON EQUIPMENT

Advances for equipment purchased and delivered to customers which do not
have a completed lease contract are recorded at cost. Once a final contract is
completed, this cost is reclassified to cost of sales or equipment for operating
leases.

ALLOWANCE FOR POSSIBLE LOSSES

In connection with the financing of leases, the Company records an
allowance for possible losses to provide for estimated future losses in the
portfolio and billings on monthly rentals and service. The allowance for
possible losses is based on a detailed analysis of any delinquencies or problem
accounts, an assessment of overall risks, management's evaluation of probable
losses in the portfolio as a whole and a review of historical loss experience.
Specific accounts are written off when the probability of loss has been
established in amounts determined to cover such losses after giving
consideration to the customer's financial condition and the value of underlying
collateral, including any guarantees.

TAXES ON INCOME

The Company has elected S Corporation status for federal and state income
taxes. As an S Corporation, the Company is generally not subject to federal
income taxes since the operating results are included in the tax returns of
their individual stockholders. The Company is directly liable for state
franchise taxes in certain jurisdictions.

The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented.

There are differences between the financial carrying amounts and the tax
basis of existing assets and liabilities. At December 31, 1997, the Company's
net assets for financial reporting purposes exceed the tax basis by
approximately $43,000. In connection with the proposed merger with UniCapital
Corporation discussed in Note 9, the Company's S Corporation election will
terminate and the tax effect of the net difference between the book and tax
basis of net assets at that date will be recorded in the combined company's
financial statements.

STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

USE OF ESTIMATES

The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Among the more significant estimates included in these
financial statements are the estimates for possible losses and residual value of
leased equipment. Actual results could differ from those and other estimates.

F-68
<PAGE> 181
JACOM COMPUTER SERVICES, INC.

SUMMARY OF ACCOUNTING POLICIES--CONTINUED
(IN THOUSANDS)

FINANCIAL INSTRUMENTS

The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and accounts payable approximated fair value
because of the relatively short maturity of these instruments. The carrying
value of minimum lease payments and discounted lease payments approximated fair
value based upon quoted market prices of similar instruments.

RECLASSIFICATIONS

Certain reclassifications have been made to prior years' information to
conform with the current year's presentation.

F-69
<PAGE> 182

JACOM COMPUTER SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)

NOTE 1--NET INVESTMENT IN SALES-TYPE LEASES

The Company's net investment in sales-type leases consists of:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
-------- -------
<S> <C> <C>
Total minimum lease payments to be received............ $115,973 $77,349
Estimated unguaranteed residual values of leased
equipment............................................ 12,153 18,726
Less: Unearned income................................ (13,619) (9,797)
-------- -------
$114,507 $86,278
======== =======
</TABLE>

Estimated unguaranteed residual values include the present value of the
residual equipment from lease payments which have been sold.

Sales-type leases primarily expire over the next five years and, at
December 31, 1997, the future minimum lease receivables are due as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $35,698
1999........................................................ 25,605
2000........................................................ 12,842
2001........................................................ 2,128
2002........................................................ 1,038
Thereafter.................................................. 38
-------
$77,349
=======
</TABLE>

NOTE 2--EQUIPMENT UNDER OPERATING LEASES, NET

Equipment under operating leases, net consists of:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
-------- --------
<S> <C> <C>
Equipment.............................................. $ 23,863 $ 28,689
Less: Accumulated depreciation......................... (11,765) (15,370)
-------- --------
$ 12,098 $ 13,319
======== ========
</TABLE>

The operating leases related to the equipment under operating leases expire
over the next five years. At December 31, 1997, the future minimum lease
receivables are due as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $5,335
1999........................................................ 1,934
2000........................................................ 381
2001........................................................ 196
2002........................................................ 152
------
$7,998
======
</TABLE>

F-70
<PAGE> 183
JACOM COMPUTER SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED
(IN THOUSANDS)

NOTE 3--DISCOUNTED LEASE PAYMENTS

Discounted lease payments represent the Company's liability incurred by
assigning the noncancellable rentals for certain sales-type and operating lease
receivables to financial institutions.

The principal and interest due on these loans at December 31, 1997 are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING SALES-TYPE OPERATING
DECEMBER 31, LEASES LEASES TOTAL
------------ ---------- --------- -------
<S> <C> <C> <C>
1998......................................... $20,445 $1,814 $22,259
1999......................................... 14,700 998 15,698
2000......................................... 6,894 165 7,059
2001......................................... 1,065 40 1,105
2002......................................... 438 -- 438
------- ------ -------
43,542 3,017 46,559
Less: Amount representing interest........... 3,504
-------
$43,055
=======
</TABLE>

The effective average interest rate related to the loans outstanding was
approximately 8% during 1997.

NOTE 4--TAXES (RECOVERIES) ON INCOME

The Company has elected, and the stockholder has consented, to include the
taxable income of the Company in his individual tax return. As a result, no
income tax is imposed on the Company for Federal and certain state purposes.
Recoveries of taxes are due to overaccruals in prior years.

Provisions for state and local taxes (recoveries) on income are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1996 1997
---- ----- -----
<S> <C> <C> <C>
Current............................................. $444 $(205) $ 927
Deferred............................................ 16 161 (172)
---- ----- -----
$460 $ (44) $ 755
==== ===== =====
</TABLE>

Deferred taxes result primarily from the use of the operating lease method
for income tax purposes for sales-type leases and the related timing differences
generated from depreciation.

NOTE 5--PROFIT SHARING PLAN

The Company has a profit sharing plan for eligible employees. Contributions
are at the discretion of the Board of Directors. Contributions aggregated
approximately $66, $74, and $62 for the years ended December 31, 1995, 1996 and
1997, respectively.

NOTE 6--RELATED PARTY TRANSACTIONS

The balance of non interest bearing advances to the stockholder and his
affiliates approximated $200 and $451 respectively, at December 31, 1996 and
1997.

The Company rents a building from the stockholder for $120 per year until
the year 2001, at which time an increase will be made based on cost of living
adjustments until October 2006. Rent expense for 1995, 1996 and 1997 was $120.

F-71
<PAGE> 184
JACOM COMPUTER SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED
(IN THOUSANDS)

NOTE 6--RELATED PARTY TRANSACTIONS (CONTINUED)
$1,578 and $2,935 of gross lease receivables on sales-type leases and
rental commitments on operating leases were financed through nonrecourse
discounted lease payments from the stockholder and his affiliates during 1995
and 1996, respectively. Discounted lease payments include approximately $2,677
and $781 as of December 31, 1996 and 1997, respectively. The Company has
continued to service the balance of these receivables for billings and
collection purposes during 1997.

NOTE 7--OFF-BALANCE SHEET AND CREDIT RISK

(A) LEASE CONCENTRATIONS

The Company originates equipment leases with its clients primarily for data
processing and telecommunication equipment throughout the United States.
Concentrations of credit risk arise when counterparties have similar economic
characteristics that would cause their ability to meet contractual obligations
to be similarly affected by changes in economic or other conditions. Credit risk
with respect to these receivables is mitigated through the Company's review of
each customer's credit history and the residual value of all equipment under
lease collateralizing these receivables. One customer comprised 13% of total
originations of sales-type leases and two customers comprised 40% and 32% of
originations of operating leases during 1997. The major concentrations of credit
risk for originations of sales-type leases grouped by geographic region are New
York--45% and New Jersey--18% with no other state accounting for more than 10%.
The major concentrations of credit risk for originations of operating leases are
New York--22%, New Jersey--21%, Pennsylvania--20%, and Massachusetts--13% with
no other state accounting for more than 10%. No one customer comprises more than
10% of the outstanding sales-type lease receivables and related accounts
receivable.

(B) LINES OF CREDIT

The Company maintains two unsecured working capital lines of credit with a
maximum borrowing capacity of $7,000 and $3,000. The Company borrows on a
short-term basis as capital is required to maintain the volume of originations.
Amounts are paid back as the Company sells lease receivables or obtains recourse
financing at a lower rate.

The $7,000 line is guaranteed presently by the stockholder of the Company.
The balance outstanding at year-end is $-0-.

The average aggregate monthly balance outstanding during 1997 was $250.

NOTE 8--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Cash paid during the year for:
Interest....................................... $5,824 $5,586 $4,645
Taxes.......................................... 163 896 588
</TABLE>

NOTE 9-- EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

The Company and its shareholder have entered into a letter of intent with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.

F-72
<PAGE> 185

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
K.L.C., Inc.:

We have audited the accompanying balance sheets of K.L.C., Inc. (the
"Company") as of December 31, 1996 and 1997, and the related statements of
income and retained earnings 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 financial position of K.L.C., Inc. as of December
31, 1996 and 1997, and the 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.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
February 4, 1998, except for Note 9, as
to which the date is February 10, 1998

F-73
<PAGE> 186

K.L.C., INC.

BALANCE SHEETS

December 31, 1996 and 1997

<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 3,561,943 $ 1,478,811
Net investment in direct financing leases, net of allowance
for lease losses of $397,000 and $1,150,000 (Note 2)...... 24,082,854 47,508,044
Equipment held for leasing.................................. 1,058,409 2,250,188
Property and equipment (Note 3)............................. 181,648 293,769
Receivable related to leases sold (Note 2).................. 3,513,527 1,861,291
Prepaid income taxes (Note 4)............................... -- 272,956
Other....................................................... 318,722 429,430
----------- -----------
Total assets......................................... $32,717,103 $54,094,489
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Installment loans payable (Note 5)........................ $17,977,931 $39,658,610
Accounts payable.......................................... 589,395 1,095,943
Accrued expenses and other liabilities.................... 984,643 729,023
Accrued income taxes (Note 4)............................. 297,620 --
Net deferred income tax liability (Note 4)................ 1,742,560 565,576
----------- -----------
Total liabilities.................................... 21,592,149 42,049,152
----------- -----------
Commitments and contingencies (Notes 6 and 8)............... -- --
Stockholders' equity:
Common stock, par value $100 per share, authorized 5,000
shares, 1,000 shares issued and outstanding............ 100,000 100,000
Paid-in capital........................................... 5,806 5,806
Retained earnings......................................... 11,681,613 12,685,560
----------- -----------
11,787,419 12,791,366
Less--loans receivable from related parties (Note 6)... (662,465) (746,029)
Total stockholders' equity........................... 11,124,954 12,045,337
----------- -----------
Total liabilities and stockholders' equity........... $32,717,103 $54,094,489
=========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-74
<PAGE> 187

K.L.C., INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

for the years ended December 31, 1995, 1996 and 1997

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Finance income from direct financing leases......... $5,687,636 $ 7,966,795 $ 7,573,494
Servicing fees and remarketing income............... 1,651,855 1,337,726 772,375
Gain on sale of leases (Note 2)..................... -- 5,362,864 --
Other income........................................ 267,578 579,778 647,942
---------- ----------- -----------
Total revenues................................. 7,606,799 15,247,163 8,993,811
---------- ----------- -----------
Selling, general and administrative................. 3,404,662 3,764,512 4,841,897
Interest expense.................................... 2,173,247 2,822,651 2,458,434
---------- ----------- -----------
Total expenses................................. 5,577,909 6,587,163 7,300,331
---------- ----------- -----------
Income before provision for income taxes....... 2,028,890 8,660,000 1,693,480
Provision for income taxes (Note 4)................. 869,159 3,341,889 689,533
---------- ----------- -----------
Net income..................................... 1,159,731 5,318,111 1,003,947
Retained earnings, beginning of year................ 5,203,771 6,363,502 11,681,613
---------- ----------- -----------
Retained earnings, end of year...................... $6,363,502 $11,681,613 $12,685,560
========== =========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-75
<PAGE> 188

K.L.C., INC.

STATEMENTS OF CASH FLOWS

for the years ended December 31, 1995, 1996 and 1997

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income..................................... $ 1,159,731 $ 5,318,111 $ 1,003,947
------------ ------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization............. 21,012 21,012 28,990
Amortization of initial direct costs...... 340,388 684,212 824,921
Provision for lease losses................ 464,895 475,380 1,019,748
Gain on sale of leases.................... -- (5,362,864) --
Changes in:
Equipment held for leasing............. (740,199) 204,683 (1,191,779)
Prepaid income taxes................... -- -- (272,956)
Other assets........................... (93,640) 105,692 (110,708)
Accrued income taxes................... 218,415 154,181 (297,620)
Accounts payable and accrued
liabilities.......................... 121,987 (1,050,311) 250,928
Deferred income taxes.................. (476,318) 1,448,481 (1,176,984)
Receivable related to leases sold...... -- 274,266 1,652,236
------------ ------------ ------------
Total adjustments.................... (143,460) (3,045,268) 726,776
------------ ------------ ------------
Net cash provided by operating activities........ 1,016,271 2,272,843 1,730,723
------------ ------------ ------------
Cash flows from investing activities:
Investment in direct financing leases.......... (29,886,281) (33,925,630) (35,763,054)
Principal collected on direct financing
leases...................................... 14,391,360 16,196,837 10,493,195
Proceeds from sale of direct financing
leases...................................... -- 30,800,000 --
Decrease (increase) in loans receivable from
related parties............................. 609,863 (450,000) (83,564)
Acquisition of property and equipment.......... (19,489) (20,352) (141,111)
------------ ------------ ------------
Net cash provided by (used in) investing
activities..................................... (14,904,547) 12,600,855 (25,494,534)
------------ ------------ ------------
Cash flows from financing activities:
Borrowings..................................... 28,392,314 27,691,687 32,378,000
Repayment of debt.............................. (14,168,241) (39,612,469) (10,697,321)
Repayment of stockholder loans................. -- (745,000) --
------------ ------------ ------------
Net cash provided by (used in) financing
activities..................................... 14,224,073 (12,665,782) 21,680,679
------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents.................................... 335,797 2,207,916 (2,083,132)
Cash and cash equivalents at beginning of year... 1,018,230 1,354,027 3,561,943
------------ ------------ ------------
Cash and cash equivalents at end of year......... $ 1,354,027 $ 3,561,943 $ 1,478,811
============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest.................................... $ 2,003,441 $ 2,917,345 $ 2,452,769
============ ============ ============
Income taxes................................ $ 1,127,062 $ 1,542,597 $ 2,437,093
============ ============ ============
</TABLE>

The accompanying notes are an integral part of the financial statements.
F-76
<PAGE> 189

K.L.C., INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

K.L.C., Inc. (the "Company") is in the business of leasing various types of
equipment throughout forty-four states, with concentration on the East coast.
The Company's diversified portfolio consists of 1,844 leases as of December 31,
1997 in a variety of industries. These arrangements are accounted for as direct
financing leases.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to significant change in the
near-term relate to the valuation of estimated residuals on leased assets, the
determination of the allowance for lease losses and the valuation of equipment
held for leasing acquired in connection with repossessions.

Management believes estimated residual values are reasonable, that the
allowance for lease losses is adequate and that equipment held for leasing is
recorded at the lower of cost or estimated fair value. While management uses
available information to recognize reductions in estimated residual values,
losses on leases and equipment held for leasing, future reductions in estimated
residual values, additions to the allowance for lease losses or write-downs on
equipment held for leasing may be necessary based on changes in economic
conditions.

Direct financing leases

Direct financing leases are reported at the present value of minimum lease
payments plus the estimated residual value at the end of the lease using a
discount factor equal to the lessor's implicit interest rate. Financing income
is recognized over the term of the direct financing lease using the interest
method.

Certain initial direct lease costs are deferred and amortized over the term
of the related lease as a reduction of financing income using the interest
method.

Equipment held for leasing

Equipment held for leasing represents equipment received from lessees which
management intends to either re-lease to a different customer or sell. It is
recorded at the lower of cost or estimated market value.

Property and equipment

Property and equipment is carried at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets which range from 5 to 7 years.

Repairs and maintenance are charged to operations as incurred. For assets
sold or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts and any gain or loss is reflected in the year of
disposition.

Income taxes

Deferred income taxes are recognized for the tax consequences of "temporary
differences" between the financial statement carrying amounts and the tax bases
of assets and liabilities by applying enacted statutory tax rates applicable to
future years to those differences. The effect on deferred taxes of a change in
tax rates is recognized in income in the period that includes the enactment
date.

F-77
<PAGE> 190
K.L.C., INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and cash equivalents

Cash and cash equivalents include amounts due from banks and
interest-bearing deposits at financial institutions.

Reclassifications

Certain amounts in the 1995 and 1996 financial statements have been
reclassified to conform to the 1997 presentation.

NOTE 2--NET INVESTMENT IN DIRECT FINANCING LEASES

The components of the net investment in direct financing leases were as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
---- ----
<S> <C> <C>
Minimum lease payments receivable........................ $32,371,388 $ 63,367,389
Less--allowance for lease losses.................... (397,000) (1,150,000)
----------- ------------
Net minimum lease payments receivable............... 31,974,388 62,217,389
Deferred initial direct costs............................ 564,258 1,214,465
Estimated residual value of leased property
(unguaranteed)......................................... 943,017 1,397,706
Unearned income.......................................... (9,772,606) (17,693,117)
----------- ------------
23,709,057 47,136,443
Service fee receivable................................... 373,797 371,601
----------- ------------
$24,082,854 $ 47,508,044
=========== ============
</TABLE>

Periodically, the Company sells portions of its lease portfolio and retains
the servicing rights. These direct financing leases are sold with recourse in
the event of a default by the lessee. The purchaser's recourse is limited to a
fixed percentage amount for each pool of leases purchased. Sales of leases
occurred in 1994 and 1996. The purchaser's recourse is limited to 16.7% and
11.5% for the 1994 and 1996 sales, respectively. The Company received initial
proceeds of $10.2 million and $30.8 million for the 1994 and 1996 sales,
respectively.

In connection with the 1996 sale, the Company realized a gain of
$5,362,864. Also, in connection with the 1996 sale, the Company has recorded a
receivable in the amount of $3,513,527 and $1,861,291 as of December 31, 1996
and 1997, respectively, which represents the maximum amount receivable under the
11.5% recourse provision, net of reserves of $215,027 and $350,000 as of
December 31, 1996 and 1997, respectively.

In connection with the 1994 sale, the realized gain was deferred and is
being amortized into income over the life of the leases as service fee income.

Service fee income on leases sold also includes late charges, over-residual
and buyout income realized through the servicing of the leases.

F-78
<PAGE> 191
K.L.C., INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2--NET INVESTMENT IN DIRECT FINANCING LEASES (CONTINUED)
The net investment in direct financing leases as of December 31, 1997
(without the unguaranteed residual values and allowance for lease losses) is to
be received with income amortized as follows:

<TABLE>
<CAPTION>
MINIMUM
LEASE PAYMENTS
RECEIVABLE, NET UNEARNED LEASE UNGUARANTEED
YEAR OF UNEARNED INCOME INCOME RECEIVABLE RESIDUALS
---- ------------------ ------ ---------- ---------
<S> <C> <C> <C> <C>
1998................................. $14,800,911 $ 8,820,229 $23,621,140 $ 124,254
1999................................. 14,426,704 5,516,713 19,943,417 230,844
2000................................. 10,665,934 2,494,507 13,160,441 382,073
2001................................. 4,631,028 742,255 5,373,283 428,653
2002 and thereafter.................. 1,149,695 119,413 1,269,108 231,882
----------- ----------- ----------- ----------
$45,674,272 $17,693,117 $63,367,389 $1,397,706
=========== =========== =========== ==========
</TABLE>

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
Office furniture............................................ $265,376 $385,051
Leasehold improvements...................................... 172,152 193,588
-------- --------
437,528 578,639
Less--accumulated depreciation and amortization............. (255,880) (284,870)
-------- --------
$181,648 $293,769
======== ========
</TABLE>

Depreciation and amortization totaled $21,012 in 1995 and 1996 and $28,990
in 1997.

NOTE 4--INCOME TAXES

The provision for income taxes for the years ended December 31, is as
follows:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Currently payable:
Federal..................................... $1,006,730 $1,549,277 $ 1,490,821
State....................................... 338,747 344,131 375,696
---------- ---------- -----------
1,345,477 1,893,408 1,866,517
---------- ---------- -----------
Deferred:
Federal..................................... (375,679) 1,181,183 (965,617)
State....................................... (100,639) 267,298 (211,367)
---------- ---------- -----------
(476,318) 1,448,481 (1,176,984)
---------- ---------- -----------
$ 869,159 $3,341,889 $ 689,533
========== ========== ===========
</TABLE>

F-79
<PAGE> 192
K.L.C., INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 4--INCOME TAXES (CONTINUED)
The components of the net deferred tax liability are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for lease losses.............................. $ 411,200 $ 564,433
Other................................................... 239,127 47,302
----------- -----------
650,327 611,735
----------- -----------
Deferred tax liabilities:
Deferred gain on sale................................... (2,172,813) (995,402)
Other................................................... (220,074) (181,909)
----------- -----------
(2,392,887) (1,177,311)
----------- -----------
Net deferred tax liability...................... $(1,742,560) $ (565,576)
=========== ===========
</TABLE>

The following is a reconciliation of the expected federal income tax
expense to the provision for income tax expense for the years ended December 31:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Income tax expense at statutory rate............. $689,823 $2,944,400 $575,783
Increase (decrease) resulting from:
State tax, net of federal benefit.............. 157,151 403,543 108,457
Other.......................................... 22,185 (6,054) 5,293
-------- ---------- --------
Provision for income taxes....................... $869,159 $3,341,889 $689,533
======== ========== ========
</TABLE>

NOTE 5--INSTALLMENT LOANS PAYABLE

The Company finances substantially all leased equipment with installment
notes payable. The installment notes, with interest rates ranging from 8.00% to
9.00%, are collateralized by the equipment under lease and are personally
guaranteed by the Company's two stockholders. Upon sale of all or a portion of
the lease portfolio, the Company is required to pay down a substantial portion
of the related underlying debt. The installment note agreements contain various
covenants which, among other things, require maintenance of a minimum tangible
net worth and specific debt to equity ratios.

Future principal payments on installment loans payable is as follows:

<TABLE>
<CAPTION>
YEAR ENDED AMOUNT
---------- ------
<S> <C>
1998................................................. $14,832,089
1999................................................. 13,651,333
2000................................................. 8,793,124
2001................................................. 2,382,064
-----------
$39,658,610
===========
</TABLE>

As of December 31, 1997, the Company had drawn down approximately $39.6
million on its leasing lines of credit which aggregate $67 million.

F-80
<PAGE> 193
K.L.C., INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--RELATED PARTY TRANSACTIONS

The Company leases its office facilities from a partnership owned by its
stockholders under an agreement which expires on December 31, 1998. Rent expense
incurred was $180,000 in 1995, 1996 and 1997.

Minimum future rental payments under this lease as of December 31, 1997 are
as follows:

<TABLE>
<CAPTION>
YEAR ENDED AMOUNT
---------- ------
<S> <C>
1998.................................................... $180,000
========
</TABLE>

Effective January 1, 1998, the Company will enter into a new lease with the
partnership owned by its stockholders for its office facilities for a five year
term. The minimum lease payments for the first 3 years under the new lease will
be $216,000.

Loans receivable (from the stockholders or entities controlled by the
stockholders) consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
---- ----
<S> <C> <C>
Alored Associates........................................... $212,465 $326,029
Keystone Mortgage Services Corporation...................... 300,000 200,000
Stockholders................................................ 150,000 220,000
-------- --------
$662,465 $746,029
======== ========
</TABLE>

Loans receivable have been reflected as a reduction of stockholders' equity
in the accompanying balance sheet.

In addition, the Company has guaranteed a bank loan of $641,041 for Alored
Associates as of December 31, 1997.

NOTE 7--RETIREMENT PLAN

The Company sponsors a non-contributory defined contribution profit-sharing
plan which covers all of its employees. Contributions to the plan are determined
by the Board of Directors annually. The amount of profit-sharing expense was
$120,000, $121,250 and $124,528 in 1995, 1996 and 1997, respectively.

NOTE 8--COMMITMENTS AND CONTINGENCIES

The Company is involved in various legal actions arising out of, and
incidental to, activities conducted in the normal course of business. In the
opinion of management, resolution of these matters will not have a material
effect on the Company's financial condition, results of operations or cash
flows.

NOTE 9--SUBSEQUENT EVENT

On February 10, 1998, the Company and its stockholders entered into a
merger agreement with UniCapital Corporation ("UniCapital") pursuant to which
UniCapital will acquire all of the outstanding shares of the Company's common
stock in exchange for cash and common stock of UniCapital, concurrent with the
consummation of the initial public offering of the common stock of UniCapital.

F-81
<PAGE> 194

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Matrix Funding Corporation

We have audited the accompanying consolidated balance sheet of Matrix
Funding Corporation and Subsidiary as of June 30, 1996 and 1997, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years ended June 30, 1995, 1996 and 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Matrix Funding Corporation and Subsidiary as of June 30, 1996 and 1997, and the
results of their operations and their cash flows for the years ended June 30,
1995, 1996 and 1997, in conformity with generally accepted accounting
principles.

TANNER + CO.

Salt Lake City, Utah
August 8, 1997, except for
Notes 1, 3, 15 and 16 which
are dated January 17, 1998

F-82
<PAGE> 195

MATRIX FUNDING CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------------- -------------
1996 1997 1997
----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 1,659,673 $ 2,032,405 $ 7,675,376
Marketable securities................................. 38,500 450,814 939,781
Accounts receivable................................... 384,913 738,371 1,367,235
Income taxes receivable............................... 216,000 -- --
Net investment in direct financing leases............. 15,897,274 31,704,518 46,690,376
Net investment in leveraged leases.................... 5,925,962 6,161,942 --
Equipment under operating leases, net................. 2,018,434 1,626,147 1,075,116
Equipment held for lease.............................. 6,391,777 13,379,213 10,089,688
Property and equipment, net........................... 170,952 267,481 305,837
Other assets.......................................... 522,779 429,640 366,472
----------- ----------- -----------
Total assets................................... $33,226,264 $56,790,531 $68,509,881
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Recourse debt....................................... $ 5,022,466 $12,813,451 $11,656,848
Non-recourse debt................................... 16,310,098 28,606,561 39,171,133
Accounts payable and accrued expenses............... 799,606 2,884,892 2,980,018
Income taxes payable................................ -- 202,863 2,839,195
Deferred income taxes payable....................... 3,645,794 4,130,179 2,317,179
----------- ----------- -----------
Total liabilities.............................. 25,777,964 48,637,946 58,964,373
----------- ----------- -----------
Commitments and contingencies......................... -- -- --
Stockholders' equity:
7% Preferred stock, $1 par value; 20,000,000 shares
authorized, 5,603,936 shares, 5,540,058 shares,
and 5,540,058 shares issued and outstanding,
respectively..................................... 5,603,936 5,540,058 5,540,058
Common stock, $1 par value; 30,000,000 shares
authorized, 250,000 shares issued and
outstanding...................................... 250,000 250,000 250,000
Retained earnings................................... 1,594,364 2,302,277 3,496,733
Unrealized holding gain on marketable securities.... -- 60,250 258,717
----------- ----------- -----------
Total stockholders' equity....................... 7,448,300 8,152,585 9,545,508
----------- ----------- -----------
Total liabilities and stockholders' equity....... $33,226,264 $56,790,531 $68,509,881
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.
F-83
<PAGE> 196

MATRIX FUNDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31,
------------------------------------ -----------------------
1995 1996 1997 1996 1997
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Rental income from operating
leases........................... $1,097,884 $1,061,674 $ 984,815 $ 436,760 $ 442,919
Finance income from direct
financing and leveraged leases... 1,375,617 2,331,381 6,704,763 2,753,341 5,317,015
Gain on sale of leases............. 1,728,857 1,033,853 1,070,389 462,177 539,341
Remarketing income................. 333,644 155,770 335,481 164,667 199,639
Other income....................... 172,709 333,069 147,842 67,112 438,433
---------- ---------- ---------- ---------- ----------
Total revenues................ 4,708,711 4,915,747 9,243,290 3,884,057 6,937,347
---------- ---------- ---------- ---------- ----------
Depreciation on equipment under
operating leases................. 897,213 805,147 834,632 354,621 373,982
Interest expense................... 505,620 765,162 2,773,352 1,015,560 2,191,005
Selling, general and
administrative................... 2,685,773 2,884,105 3,849,774 1,871,955 2,097,002
---------- ---------- ---------- ---------- ----------
Total expenses................ 4,088,606 4,454,414 7,457,758 3,242,136 4,661,989
---------- ---------- ---------- ---------- ----------
Income before income taxes......... 620,105 461,333 1,785,532 641,921 2,275,358
---------- ---------- ---------- ---------- ----------
Income taxes:
Current.......................... -- (193,989) 256,927 138,000 2,700,000
Deferred......................... 229,857 363,981 410,531 100,000 (1,813,000)
---------- ---------- ---------- ---------- ----------
229,857 169,992 667,458 238,000 887,000
---------- ---------- ---------- ---------- ----------
Net income......................... $ 390,248 $ 291,341 $1,118,074 $ 403,921 $1,388,358
========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-84
<PAGE> 197

MATRIX FUNDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

YEARS ENDED JUNE 30, 1995, 1996, AND 1997
AND SIX MONTHS ENDED DECEMBER 31, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
UNREALIZED
HOLDING
GAIN ON TOTAL
PREFERRED COMMON RETAINED MARKETABLE STOCKHOLDERS'
STOCK STOCK EARNINGS SECURITIES EQUITY
---------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, July 1, 1994............... $4,878,500 $ 40,000 $2,148,348 $ -- $7,066,848
Redemption and retirement of
preferred stock................... (56,510) -- (13,490) -- (70,000)
Net income.......................... -- -- 390,248 -- 390,248
---------- -------- ---------- -------- ----------
Balance, June 30, 1995.............. 4,821,990 40,000 2,525,106 -- 7,387,096
Preferred stock dividend............ 845,824 -- (845,824) -- --
Common stock dividend............... -- 160,000 (160,000) -- --
Sale of common stock................ -- 50,000 -- -- 50,000
Redemption and retirement of
preferred stock................... (63,878) -- (20,122) -- (84,000)
Dividends paid...................... -- -- (196,137) -- (196,137)
Net income.......................... -- -- 291,341 -- 291,341
---------- -------- ---------- -------- ----------
Balance, June 30, 1996.............. 5,603,936 250,000 1,594,364 -- 7,448,300
Redemption and retirement of
preferred stock................... (63,878) -- (20,122) -- (84,000)
Dividends paid...................... -- -- (390,039) -- (390,039)
Net increase in unrealized holding
gain on marketable securities..... -- -- -- 60,250 60,250
Net income.......................... -- -- 1,118,074 -- 1,118,074
---------- -------- ---------- -------- ----------
Balance, June 30, 1997.............. 5,540,058 250,000 2,302,277 60,250 8,152,585
Dividends paid (unaudited).......... -- -- (193,902) -- (193,902)
Net increase in unrealized holding
gain on marketable securities
(unaudited)....................... -- -- -- 198,467 198,467
Net income (unaudited).............. -- -- 1,388,358 -- 1,388,358
---------- -------- ---------- -------- ----------
Balance, December 31, 1997
(unaudited)....................... $5,540,058 $250,000 $3,496,733 $258,717 $9,545,508
========== ======== ========== ======== ==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-85
<PAGE> 198

MATRIX FUNDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED JUNE 30, DECEMBER 31,
------------------------------------------ ---------------------------
1995 1996 1997 1996 1997
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 390,248 $ 291,341 $ 1,118,074 $ 403,921 $ 1,388,358
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation on operating leases................ 897,213 805,147 834,632 354,621 373,982
Depreciation of property and equipment.......... 80,843 74,283 66,061 31,330 37,526
Increase in allowance for doubtful accounts..... 100,000 20,000 39,312 82,000 20,000
Amortization of unearned income on leveraged
leases........................................ (624,131) (561,733) (507,988) (261,157) (240,011)
Amortization of unearned income on direct
financing leases.............................. (1,048,283) (1,021,694) (2,893,232) (1,346,883) (2,251,965)
Gain on sale of leases.......................... (1,728,857) (1,033,853) (1,070,389) (462,177) (891,934)
Deferred income taxes........................... 229,857 363,981 447,458 100,000 (1,935,000)
(Increase) decrease in:
Accounts receivable........................... (426,571) 130,814 (353,458) 35,072 (128,864)
Income taxes receivable....................... 90,952 (199,000) 216,000 167,321 --
Other assets.................................. 118,132 (106,876) 93,139 1,268 63,168
(Decrease) increase in:
Accounts payable and accrued expenses......... 44,437 (4,106) 2,085,286 752,151 95,126
Income taxes payable.......................... -- -- 202,863 138,000 2,636,332
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities................................ (1,876,160) (1,241,696) 277,758 (4,533) (833,282)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of equipment subject to lease............... 21,551,884 10,392,365 20,263,728 11,214,109 10,927,380
Purchases of equipment subject to lease........... (23,708,136) (25,975,500) (51,124,814) (29,281,822) (22,337,464)
Payments received on direct financing leases...... 2,237,684... 4,757,944 11,820,378 5,680,436 8,916,652
Increase in marketable securities................. -- (38,500) (315,137) (145,500) (168,500)
Purchase of property and equipment................ (84,903) (57,418) (162,590) (79,582) (75,882)
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities....... (3,471) (10,921,109) (19,518,435) (12,612,359) (2,737,814)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt borrowings......................... 2,233,707 12,379,909 20,584,954 11,549,758 16,816,331
Net increase (decrease) in line of credit......... 3,043,800 714,593 7,793,325 3,309,404 (999,831)
Principal payments on long-term debt.............. (2,732,035) (1,246,376) (8,290,831) (3,009,245) (6,408,531)
Cash dividends paid............................... -- (196,137) (390,039) (196,136) (193,902)
Repurchase of preferred stock (70,000) (84,000) (84,000) -- --
Issuance of common stock for cash................. -- 50,000 -- -- --
------------ ------------ ------------ ------------ ------------
Net cash provided by financing activities... 2,475,472 11,617,989 19,613,409 11,653,781 9,214,067
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents....................................... 595,841 (544,816) 372,732 (963,111) 5,642,971
Cash and cash equivalents, beginning of period...... 1,608,648 2,204,489 1,659,673 1,659,673 2,032,405
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents, end of period............ $ 2,204,489 $ 1,659,673 $ 2,032,405 $ 696,562 $ 7,675,376
============ ============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid................................... $ 519,620 $ 752,162 $ 2,663,351 $ 1,015,560 $ 2,191,005
============ ============ ============ ============ ============
Income taxes paid............................... $ 1,035 $ 1,135 $ -- $ -- $ 200,000
============ ============ ============ ============ ============
NONCASH INVESTING AND FINANCING ACTIVITIES CONSISTED
OF THE FOLLOWING:
Increase in unrealized holding gain on marketable
securities...................................... $ -- $ -- $ 97,177 $ -- $ 320,467
Effect on deferred income taxes................... -- -- (36,927) -- (122,000)
------------ ------------ ------------ ------------ ------------
Net unrealized holding gain on marketable
securities.................................. $ -- $ -- $ 60,250 $ -- $ 198,467
============ ============ ============ ============ ============
</TABLE>

During the six months ended December 31, 1997, $500,000 of the proceeds of
a leveraged lease sale is included in accounts receivable.

See accompanying notes to consolidated financial statements.
F-86
<PAGE> 199

MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995, 1996, AND 1997

NOTE--1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and consolidation. Matrix Funding Corporation and Subsidiary,
(the Company) are primarily engaged in the business of leasing personal
property. Upon origination of the leases, the Company either sells the leases to
unrelated third parties or retains the leases for its own portfolio.

The consolidated financial statements include the accounts and activity of
Matrix Funding Corporation and its wholly owned subsidiary, Matcan Leasing, Inc.
All intercompany amounts have been eliminated in the consolidation.

Concentration of credit risk. Financial instruments which potentially
subject the Company to concentration of credit risk consist primarily of
investments in leases and receivables. The Company performs ongoing evaluations
of its lease investments and receivables and maintains allowances for possible
losses which, when realized, have been within the range of management's
expectations.

The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.

Cash and cash equivalents. For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents

Marketable securities. The Company classifies its marketable debt and
equity securities as "held to maturity" if it has the positive intent and
ability to hold the securities to maturity. All other marketable debt and equity
securities are classified as "available for sale." Securities classified as
"available for sale" are carried in the financial statements at fair value.
Realized gains and losses, determined using the specific identification method,
are included in earnings; unrealized holding gains and losses are reported as a
separate component of stockholders' equity. Securities classified as held to
maturity are carried at amortized cost. For both categories of securities,
declines in fair value below amortized cost that are other than temporary are
included in earnings.

Investments in leases. Investments in leases consist of direct financing
leases, leveraged leases and operating leases with terms ranging from 2 to 10
years. Income on direct financing leases is recognized by a method which
produces a constant periodic rate of return on the outstanding investment in the
lease. Income on leveraged leases is recognized by a method which produces a
constant rate of return on the outstanding investment in the lease in the years
in which the net investment is positive. Initial direct costs are deferred and
amortized over the lease period. Leveraged lease assets acquired by the Company
are financed primarily through nonrecourse loans from third party debt
participants. These loans are secured by the lessee's rental obligations and the
leased property. Equipment under operating leases is recorded at cost, net of
accumulated depreciation. Income from operating leases is recognized ratably
over the term of the leases.

Initial direct costs, including sales commissions, related to direct
financing leases, operating leases, and leveraged leases, are capitalized and
recorded as part of the net investment in leases and are amortized over the
lease term in the same ratio as income is recognized.

Residual values estimated by management based on past experience and
judgement, are recorded in the financial statements at the inception of each
direct financing lease and leveraged lease. The residual values for operating
leases are included in the leased equipment's net book value.

The Company evaluates residual values on an ongoing basis and records any
required changes. In accordance with generally accepted accounting principles,
no upward revision of residual values is made subsequent to the period of the
inception of the lease. Residual values for direct financing leases and
leveraged leases are recorded at their net present value and the unearned
interest is amortized over the lease term so as to produce a constant percentage
return on the net present value.

F-87
<PAGE> 200
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment held for lease. Equipment held for lease is valued at the lower
of specific unit cost or net realizable value and consists of equipment assigned
to lease contracts that are yet to commence.

Property and equipment. Property and equipment are recorded at cost, less
accumulated depreciation. Depreciation on property and equipment is determined
using the straight-line method over the estimated useful lives of the assets
ranging from 5 to 7 years. Expenditures for maintenance and repairs are expensed
when incurred.

Operating lease depreciation. The cost of equipment under operating leases
is depreciated using a straight-line method over the estimated useful lives of
the assets.

Accounting 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. Significant estimates made by management
include the determination of the allowance for lease losses and residual values.
Actual amounts may differ from these estimates.

Income taxes. Deferred income taxes are provided in amounts sufficient to
give effect to temporary differences between financial and tax reporting,
principally related to lease accounting differences between book and tax methods
and a net operating loss carryforward.

Reclassifications. Certain amounts in the 1995 and 1996 financial
statements have been reclassified to conform with the 1997 presentation.

Unaudited financial information. The unaudited consolidated financial
statements presented include the accounts of Matrix Funding Corporation and
subsidiary, and include all adjustments (consisting of normal recurring items)
which are, in the opinion of management, necessary to present fairly the
financial position as of December 31, 1997 and the results of operations and
cash flows for the six months ended December 31, 1997 and 1996. The results of
operations for the six months ended December 31, 1997 are not necessarily
indicative of the results to be expected for the entire year.

NOTE--2 NET INVESTMENT IN DIRECT FINANCING LEASES

Direct financing leases expire through 2003. The lease agreements require
the lessee to pay normal maintenance, insurance, and taxes. The Company's net
investment in direct financing leases at June 30, 1996 and 1997 is summarized as
follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Total minimum lease payments to be received................. $17,524,190 $32,277,901
Less allowance of uncollectible............................. (190,000) (236,312)
----------- -----------
Net minimum lease payments receivable....................... 17,334,190 32,041,589
Estimated residual values of leased equipment............... 1,993,224 5,235,929
Less unearned income........................................ (3,430,140) (5,573,000)
----------- -----------
Net investment in direct financing leases................... $15,897,274 $31,704,518
=========== ===========
</TABLE>

F-88
<PAGE> 201
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--2 NET INVESTMENT IN DIRECT FINANCING LEASES (CONTINUED)
The future minimum lease payments due the Company under direct financing
leases, which have initial noncancellable lease terms in excess of one year at
June 30, 1997, are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
---------------------
<S> <C>
1998........................................... $13,001,363
1999........................................... 10,822,704
2000........................................... 5,597,056
2001........................................... 1,823,125
2002........................................... 896,053
Thereafter..................................... 137,600
-----------
$32,277,901
===========
</TABLE>

NOTE--3 NET INVESTMENT IN LEVERAGED LEASES

At June 30, 1996 and 1997, the Company is the lessor of equipment accounted
for as leveraged leases expiring in various years through 2003. The Company's
aggregate equity investment represented 8 percent of the purchase price; the
remaining 92 percent was furnished by third party financing in the form of
long-term debt that provides for no recourse against the Company and is secured
by a first lien on the property. The debt is payable in aggregate monthly
installments of $362,459 with interest ranging from 8.00 to 11.00 percent. At
the end of the lease term, the equipment is turned back to the Company. The
aggregate residual balance at that time is estimated to be 18.75 percent of
cost.

For income tax purposes, the Company has the benefit of tax deductions for
depreciation on the leased assets and for interest on the long-term debt. During
the early years of the leases, those deductions generally exceed rental income
from the related lease and are available to be applied against the Company's
other income. In the later years of the leases, rental income will exceed the
deductions and taxes will be payable. Deferred income taxes are provided to
reflect this reversal.

During the six months ended December 31, 1997 the Company sold its
investment in leveraged leases for $5,925,289 and realized a loss for financial
statements of $352,593.

The Company's net investment in leveraged leases at June 30, 1996, and 1997
is summarized as follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Lease receivable (net of principal and interest on
nonrecourse notes)........................................ $ 4,001,325 $ 3,788,020
Less allowance for uncollectible............................ (7,000) --
----------- -----------
Net leases receivable....................................... 3,994,325 3,788,020
Estimated residual value of leased equipment................ 6,115,401 6,071,803
Less unearned income........................................ (4,183,764) (3,697,881)
----------- -----------
Net investment in leveraged leases.......................... 5,925,962 6,161,942
Less deferred income taxes arising from leveraged leases.... (2,856,480) (3,125,577)
----------- -----------
Net investment in leveraged leases after deferred income
taxes..................................................... $ 3,069,482 $ 3,036,365
=========== ===========
</TABLE>

F-89
<PAGE> 202
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--4 EQUIPMENT UNDER OPERATING LEASES

Equipment under operating leases consists of the following:

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Equipment under lease....................................... $ 3,220,785 $ 3,207,254
Accumulated depreciation.................................... (1,202,351) (1,581,107)
----------- -----------
$ 2,018,434 $ 1,626,147
=========== ===========
</TABLE>

The future minimum lease payments due the Company under operating leases
that have initial noncancellable lease terms in excess of one year at June 30,
1997, are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
---------------------
<S> <C>
1998.................................................... $ 877,800
1999.................................................... 261,568
----------
$1,139,368
==========
</TABLE>

The original lease terms run from two to five years and require the lessee
to pay normal maintenance, insurance, and taxes.

NOTE--5 PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of June 30:

<TABLE>
<CAPTION>
1996 1997
--------- ---------
<S> <C> <C>
Furniture and fixtures................................. $ 274,232 $ 271,682
Vehicles............................................... 88,438 92,437
Leasehold improvements................................. 1,291 12,344
--------- ---------
363,961 376,463
Accumulated depreciation............................... (193,009) (108,982)
--------- ---------
$ 170,952 $ 267,481
========= =========
</TABLE>

F-90
<PAGE> 203
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--6 RECOURSE AND NONRECOURSE DEBT

Recourse and nonrecourse debt payable is summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Notes payable to financial institutions, corporations, and
others, with interest rates ranging from 6.13% to 12%,
secured by equipment subject to certain operating and
direct financing leases................................... $17,574,172 $29,868,295
Revolving lines of credit with a base amount of $10 million
(June 1997, $15 million December 1997) (due October 31,
1999) plus an additional $5.2 million (due June 30, 1997)
approved for a specific transaction, payable to a bank,
interest rate equal to the bank's prime rate (8.5% at June
30, 1997), secured by certain equipment held for lease.... 3,758,392 11,551,717
Line of credit with a $3 million base due January 31, 1998,
interest at prime rate, secured by certain equipment...... -- --
----------- -----------
Total....................................................... $21,332,564 $41,420,012
Less recourse portion....................................... 5,022,466 12,813,451
----------- -----------
$16,310,098 $28,606,561
=========== ===========
</TABLE>

Maturities of notes payable are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDING JUNE 30:
---------------------
<S> <C>
1998...................................................... $23,103,102
1999...................................................... 10,250,242
2000...................................................... 5,012,576
2001...................................................... 1,765,535
2002...................................................... 1,024,873
Thereafter................................................ 263,684
-----------
$41,420,012
===========
</TABLE>

NOTE--7 PREFERRED STOCK

The preferred stockholders are entitled to an appropriation of retained
earnings at an annual rate of seven percent of the par value of preferred stock
reduced dollar-for-dollar by the amount the Company's net income for such year
is less than the seven percent amount.

All shares of preferred stock are subject, at the option of the Company's
Board of Directors, to redemption at anytime after issuance at a price of one
dollar per share and the sum of any accrued but unpaid dividends and other
amounts attributable to the preferred stock as required by formula under the
Articles of Domestication.

In the event of any consolidation or merger of the Company, or sale or
transfer of all of its assets, or in the event of any liquidation or dissolution
or winding up of the corporation, whether voluntary or involuntary, the holders
of preferred stock shall be entitled to be paid in full the sum of the par value
of their shares, accrued dividends, allocated retained earnings, and other
agreed to amounts.

F-91
<PAGE> 204
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--8 UNREALIZED HOLDING GAIN ON MARKETABLE SECURITIES

The unrealized holding gain or marketable securities consists of the
following:

<TABLE>
<CAPTION>
JUNE 30,
--------------------
1996 1997
-------- ---------
<S> <C> <C>
Market value of available for sale securities............... $ 38,500 $ 450,814
Less cost of securities..................................... (38,500) (353,637)
-------- ---------
Unrealized holding gain on marketable securities............ -- 97,177
Less deferred tax effect.................................... -- (36,927)
-------- ---------
Net unrealized holding gain on marketable securities........ $ -- $ 60,250
======== =========
</TABLE>

NOTE--9 INCOME TAXES

The provision for income taxes is different from the amount which would be
provided by applying the statutory federal income tax rate for the following
reasons:

<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30,
------------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Federal income tax provision at statutory rate.............. $212,886.. $156,853 $607,000
State income taxes.......................................... -- 1,100 60,000
Officers' life insurance and meals and entertainment
limitations............................................... 18,950 15,290 14,000
Other....................................................... (1,979) (3,251) (13,542)
-------- -------- --------
$229,857 $169,992 $667,458
======== ======== ========
</TABLE>

Deferred income taxes are principally related to lease accounting
differences between book and tax methods, accrued liabilities and allowances
which are not deductible until paid or realized for tax purposes, a net
operating loss carryforward and tax credit carryforwards.

At June 30, 1997, the Company has a net operating loss carryforward
available to offset future taxable income of approximately $1,800,000, which
will begin to expire in 2011. The utilization of the net operating loss
carryforward is dependent upon the tax laws in effect at the time the net
operating loss carryforward can be utilized. A change in ownership may reduce
the amount of loss allowable.

The Company also has general business and other tax credit carryforwards.
The general business credit expires in 2001.

NOTE--10 RELATED PARTY TRANSACTIONS

At June 30, 1996 and 1997, amounts due from shareholders and a company
controlled by certain shareholders totaled $104,971 and $99,971, respectively.
These amounts are included in receivables on the balance sheet.

NOTE--11 EMPLOYEE BENEFIT PLANS

The Company has adopted a 401(k) Plan for all employees who meet the plan's
eligibility requirements. The Company made matching contributions to the plan of
approximately $34,535, $46,100, and $53,600 during the years ended June 30,
1995, 1996, and 1997, respectively.

The Company has established a profit sharing plan which covers all
employees who meet the plan's eligibility requirements. Contributions to the
plan are at the discretion of the Board of Directors. Contributions to

F-92
<PAGE> 205
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--11 EMPLOYEE BENEFIT PLANS (CONTINUED)
the plan for the years ended June 30, 1995, 1996, and 1997 were approximately
$60,000, $50,000, and $60,000, respectively.

NOTE--12 DEFERRED COMPENSATION PLAN

The Company has a non-qualified deferred compensation plan for certain
executives, officers, and key employees. Under the terms of the plan, the
Company, by authorization of its Board of Directors, may elect to contribute an
amount to the plan in addition to the compensation elected to be deferred by
participants in the plan. Each participant's account is credited with a uniform
interest rate of 8%, compounded monthly. Plan participants elected to defer
approximately $-0-, $57,750, and $304,000 of compensation for the years ended
June 30, 1995, 1996, and 1997, respectively, and the Company accrued interest
thereon at 8%.

NOTE--13 COMMITMENTS AND CONTINGENCIES

Stock Repurchase Agreement. The Company has a stock repurchase agreement,
funded by life insurance policies, whereby it is obligated to acquire all shares
of common and preferred stock upon the death of a stockholder. The purchase
price for common stock is subject to change annually upon agreement of the
stockholders. The most recent agreed upon price is $5.00 per common share. The
purchase price for preferred stock is equal to $1.00 per share plus, a) accrued
but unpaid dividends attributable to each share, and b) the proportionate share
of retained earnings pertaining to each share.

Operating leases. The Company is obligated under certain operating leases
for office and storage space. Total lease expense for the years ended June 30,
1995, 1996, and 1997 was approximately $97,000, $132,000, and $153,000,
respectively. Future minimum lease payments under noncancellable operating
leases with initial terms of one year or more are as follows at June 30, 1997:

<TABLE>
<CAPTION>
YEARS ENDING JUNE 30,
---------------------
<S> <C>
1998........................................................ $168,146
1999........................................................ 171,217
2000........................................................ 171,807
2001........................................................ 156,057
2002........................................................ 50,269
--------
$717,496
========
</TABLE>

NOTE--14 FINANCIAL INSTRUMENTS

None of the Company's financial instruments are held for trading purposes.
The Company estimates that the fair value of all financial instruments at June
30, 1996 and 1997 does not differ materially from the aggregate carrying values
of its financial instruments recorded in the accompanying balance sheet. The
estimated fair value amounts have been determined by the Company using available
market information and appropriate valuation methodologies. Considerable
judgement is necessarily required in interpreting market data to develop the
estimates of fair value, and, accordingly, the estimates are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.

NOTE--15 STOCK-BASED COMPENSATION

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS
123) which established financial accounting and reporting standards for
stock-based compensation. The new standard defines a fair value method of
accounting for an employee stock option or similar equity instrument. This
statement gives entities the choice between

F-93
<PAGE> 206
MATRIX FUNDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE--15 STOCK-BASED COMPENSATION (CONTINUED)
adopting the fair value method or continuing to use the intrinsic value method
under Accounting Principles Board (APB) Opinion No. 25 with footnote disclosures
of the pro forma effects if the fair value method had been adopted. The Company
has opted for the latter approach. Accordingly, no compensation expense has been
recognized for the stock option plans. Had compensation expense for the
Company's stock option plan been determined based on the fair value at the grant
date for awards in fiscal 1997 consistent with the provisions of FAS No. 123,
the Company's results of operations would have been reduced to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
<S> <C>
Net Income--as reported..................................... $1,118,074
Net Income--pro forma....................................... $1,116,278
Earnings per share--as reported............................. $ 4.47
Earnings per share--pro forma............................... $ 4.47
</TABLE>

The fair value of each option grant is estimated in the date of grant using
the Black-Scholes option pricing model with the following assumptions:

<TABLE>
<CAPTION>
JUNE 30, 1997
-------------
<S> <C>
Expected dividend yield........................ $ --
Expected stock price volatility................ 0%
Risk-free interest rate........................ 4.5%
Expected life of options....................... 10 years
========
</TABLE>

The weighted average fair value of options granted during fiscal 1997 is
$.36.

In fiscal 1996, the Company did not grant any stock options nor were any
stock options outstanding, therefore, no information is presented for 1996.

The following table summarizes information about fixed stock options
outstanding at June 30, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------- -------------------------
WEIGHTED
AVERAGE
NUMBER REMAINING WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING CONTRACTUAL AVERAGE EXERCISABLE AVERAGE
EXERCISE AT LIFE EXERCISE AT EXERCISE
PRICES 6/30/97 (YEARS) PRICE 6/30/97 PRICE
- --------- ----------- ----------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
$1.00 5,000 9.5 $1.00 5,000 $1.00
</TABLE>

NOTE--16 SUBSEQUENT EVENT

The Company has entered into a letter of intent on November 17, 1997 to
merge with another company. Completion of the merger is contingent upon certain
requirements being met by both parties.

F-94
<PAGE> 207

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners of
Merrimac Financial Associates

In our opinion, the accompanying balance sheet and the related statements
of operations, of partners' capital and of cash flows present fairly, in all
material respects, the financial position of Merrimac Financial Associates (a
partnership) at December 31, 1997, and the results of its operations and its
cash flows for each of the two years in the period then ended, in conformity
with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
January 15, 1998

F-95
<PAGE> 208

MERRIMAC FINANCIAL ASSOCIATES

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
<S> <C>
ASSETS
Cash........................................................ $ 196,904
Accounts receivable......................................... 238,273
Net investment in direct financing leases................... 12,109,579
Prepaid expenses and other assets........................... 40,199
Property and equipment, net of accumulated depreciation of
$66,901................................................... 19,790
-----------
Total assets........................................... $12,604,745
===========

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Note payable--recourse...................................... $ 9,494,965
Accounts payable and accrued expenses....................... 59,222
Deposits and payments received in advance................... 121,438
-----------
Total liabilities...................................... 9,675,625
Commitments (Note 6)
Partners' capital........................................... 2,929,120
-----------
Total liabilities and partners' capital................ $12,604,745
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-96
<PAGE> 209

MERRIMAC FINANCIAL ASSOCIATES

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Finance income from direct financing leases................. $1,976,844 $1,930,375
Other income................................................ 198,935 148,854
---------- ----------
Total revenues......................................... 2,175,779 2,079,229
---------- ----------
Interest expense............................................ 683,412 663,407
Selling, general and administrative......................... 813,125 805,125
---------- ----------
Total expenses......................................... 1,496,537 1,468,532
---------- ----------
Net income.................................................. $ 679,242 $ 610,697
========== ==========
Unaudited pro forma information (see Note 2):
Pro forma net income before income taxes.................. $ 679,242 $ 610,697
Pro forma provision for income taxes...................... 288,000 260,000
---------- ----------
Pro forma net income...................................... $ 391,242 $ 350,697
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-97
<PAGE> 210

MERRIMAC FINANCIAL ASSOCIATES

STATEMENT OF PARTNERS' CAPITAL

<TABLE>
<S> <C>
Partners' capital, January 1, 1996.......................... $2,271,158
Net income.................................................. 679,242
Partners' distributions..................................... (296,500)
----------
Partners' capital, December 31, 1996........................ 2,653,900
Net income.................................................. 610,697
Partners' distributions..................................... (335,477)
----------
Partners' capital, December 31, 1997........................ $2,929,120
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-98
<PAGE> 211

MERRIMAC FINANCIAL ASSOCIATES

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1996 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 679,242 $ 610,697
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 6,037 5,748
Provision for lease losses............................. 162,624 98,702
Changes in operating assets and liabilities:
Accounts receivable.................................... (502) (1,687)
Prepaid expenses and other assets...................... (19,788) 10,626
Accounts payable and accrued expenses.................. 32,367 (38,985)
Deposits and payments received in advance.............. (20,530) (58,594)
------------ ------------
Net cash provided by operating activities................... 839,450 626,507
------------ ------------
Cash flows from investing activities:
Investment in direct financing leases..................... (9,421,331) (8,928,933)
Collection of direct financing leases, net of finance
income earned.......................................... 9,468,657 8,637,090
Purchases of property and equipment....................... (2,944) (8,907)
------------ ------------
Net cash provided by (used in) investing activities......... 44,382 (300,750)
------------ ------------
Cash flows from financing activities:
Proceeds from notes payable............................... 11,544,895 12,113,364
Repayment of notes payable................................ (12,048,081) (12,039,037)
Distributions to partners................................. (296,500) (335,477)
------------ ------------
Net cash used in financing activities....................... (799,686) (261,150)
------------ ------------
Net increase in cash........................................ 84,146 64,607
Cash at beginning of year................................... 48,151 132,297
------------ ------------
Cash at end of year......................................... $ 132,297 $ 196,904
============ ============
Supplemental disclosure of cash flow information:
Cash paid for:
Interest............................................... $ 659,326 $ 685,049
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-99
<PAGE> 212

MERRIMAC FINANCIAL ASSOCIATES

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

Merrimac Financial Associates (the "Partnership") was organized January 1,
1984 in the State of Massachusetts. Its principal business activity is leasing
vending, amusement and coffee service equipment.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, and depreciation.

Accounts receivable. Accounts receivable primarily consists of claims due
from equipment distributors pursuant to recourse provisions of certain
agreements with distributors, unpaid late fees and documentation fees assessed
at the inception of a new lease.

Direct financing leases. The Partnership invests in leases classified as
direct financing leases. The Partnership's net investment in direct financing
leases includes the gross rentals receivable and unearned finance income.
Unearned finance income represents the excess of the total receivable over the
cost of equipment or contract acquired. Revenue from direct financing leases is
recognized over the lease term using a method which approximates a level rate of
return on the net investment in the lease.

The Partnership's lease terms generally provide for full payment of the net
investment in the lease through minimum lease payments. The leases provide that
the lessee pay taxes, insurance and maintenance costs of the underlying
equipment.

The Partnership in most instances has agreements with certain distributors
of vending, amusement and coffee service equipment that provide the Partnership
recourse to such distributors in the event of default by the lessee.

Depreciation. Property and equipment are depreciated using the
straight-line method over an estimated five year useful life.

Income taxes. Merrimac Financial Associates is a partnership and, as such,
is not subject to federal or state income taxation; accordingly, no provision
for income taxes is reflected in the accompanying financial statements. However,
the individual partners are responsible for federal and state taxes on their
respective shares of taxable income.

There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities primarily related to the
Company's allowance for lease losses. At December 31, 1997, the Partnership's
net assets for financial reporting purposes is less than the tax basis by
approximately $239,000. In connection with the proposed merger with UniCapital
Corporation discussed in Note 7, the Company's tax exempt status will terminate
and the tax effect of the net difference between the book and tax bases of net
assets at that date will be recorded in the financial statements.

The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Partnership had been
subject to federal and state income taxes for all periods presented.

Fair value of financial instruments. The carrying value of the
Partnership's financial instruments, including cash, accounts receivable, and
accounts payable approximate fair value because of the short maturity of these

F-100
<PAGE> 213
MERRIMAC FINANCIAL ASSOCIATES

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
instruments. The carrying value of notes payable approximates fair value based
upon comparability of market rates for similar instruments.

NOTE 3--RELATED PARTY TRANSACTIONS

Master Financial Associates, a related partnership having certain partners
which are also partners of the Partnership, paid administrative fees to the
Partnership of $61,552 and $30,160 for the years ended December 31, 1996 and
1997, respectively, for servicing the liquidation of certain lease portfolios
totaling approximately $205,000 at December 31, 1997. Such fees are included in
other income in the accompanying Statement of Operations.

NOTE 4--LEASING TRANSACTIONS

Direct financing leases. Direct financing leases consist principally of
vending, amusement and coffee service equipment with terms ranging to five
years. The components of the Partnership's net investment in direct financing
leases at December 31, 1997 were as follows:

<TABLE>
<S> <C>
Future minimum rentals receivable........................... $14,313,060
Unearned finance income..................................... (1,958,834)
-----------
12,354,226
Allowance for lease losses.................................. (244,647)
-----------
$12,109,579
===========
</TABLE>

Future minimum rentals receivable represent earning assets held by the
Partnership which are generally due in monthly installments over original
periods ranging to 60 months. Future minimum rentals receivable under direct
financing leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998......................................................... $ 8,509,190
1999............................................................. 4,272,693
2000............................................................. 1,418,972
2001............................................................. 75,558
2002............................................................. 36,647
-----------
$14,313,060
===========
</TABLE>

The components of the Partnership's allowance for lease losses for the
years ended December 31, 1996 and 1997 were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1997
---------- ----------
<S> <C> <C>
Allowance for lease losses, beginning................ $ 181,599 $ 239,505
Provision for lease losses........................... 162,624 98,702
Leases written off................................... (104,718) (93,560)
--------- ---------
Allowance for lease losses, ending................... $ 239,505 $ 244,647
========= =========
</TABLE>

Significant concentration. The majority of the Partnership's net lease
receivables are collateralized by vending equipment of which approximately 31%
of the portfolio at December 31, 1997 related to equipment acquired from three
distributors individually comprising 11%, 10% and 10% of the total net lease
receivables, respectively.
F-101
<PAGE> 214
MERRIMAC FINANCIAL ASSOCIATES

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 5--NOTE PAYABLE

Note payable at December 31, 1997 consisted of the following:

<TABLE>
<S> <C>
$10,000,000 revolving line of credit with a financial
institution, maturing May 31,1999, payable as follows:
Borrowings outstanding at 30 day LIBOR rate plus 1.25%,
7.14% at December 31, 1997............................. $9,200,000
Borrowings outstanding at Prime Rate, 8.50% at December
31, 1997............................................... 294,965
----------
$9,494,965
==========
</TABLE>

Line of credit. The $10,000,000 line of credit is collateralized by all of
the Partnership's assets and guaranteed jointly and severally by the partners.
The amount of outstanding debt bearing interest at LIBOR plus 1.25% is
determined by management and may be selected from time to time from the 30 or 90
day LIBOR rate plus 1.25%, and the rate is thereafter established for 30 or 90
days, respectively. Interest on outstanding borrowings is payable monthly. The
Partnership also pays a commitment fee equal to 0.25% of the unused portion of
the revolving line, payable quarterly. The maximum amounts outstanding were
$10,339,000 and $9,770,000 during the years ended December 31, 1996 and 1997,
respectively.

The terms of the revolving line of credit agreement contain restrictions,
among others, as to the maintenance of asset quality, debt-to-worth ratios,
allowance for lease losses, profitability standards and interest coverage.
Partnership distributions can be made only for the purpose of satisfying
partners' federal and state income taxes on the Partnership taxable income
allocated to each partner. As of December 31, 1997, the Partnership was in
compliance with the restrictive covenants.

The revolving credit agreement also accelerates the maturity of the entire
outstanding balance with resultant termination of the line in the event the
Partnership is not owned 100% by the current partners. Accordingly, the loan
will be paid or refinanced at the time the Partnership is acquired, as discussed
in Note 7.

NOTE 6--COMMITMENTS

The Partnership leases office space from a related entity with common
ownership under a lease agreement through 2001. Rent expense was $60,000 for the
years ended December 31, 1996 and 1997, respectively. Future minimum rental
payments under the lease agreement were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $ 60,000
1999........................................................ 60,000
2000........................................................ 60,000
2001........................................................ 60,000
--------
$240,000
========
</TABLE>

NOTE 7--SUBSEQUENT EVENTS (UNAUDITED)

The Partnership and its partners have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding interests in the Partnership in exchange for common stock of
UniCapital and satisfaction of the indebtedness discussed below, concurrent with
the consummation of the initial public offering of the common stock of
UniCapital.

On January 21, 1998, the Partnership made capital distributions to its
partners of approximately $2.8 million, funded by increased bank borrowings by
the Partnership. After giving effect to these distributions, total partners'
capital was reduced to approximately $154,000.

F-102
<PAGE> 215

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Municipal Capital Markets Group, Inc.

We have audited the accompanying balance sheets of Municipal Capital
Markets Group, Inc. as of December 31, 1996 and 1997, and the related statements
of operations, stockholders' equity 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 the 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 our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Municipal Capital Markets
Group, Inc. as of December 31, 1996 and 1997, and the 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.

Grant Thornton LLP

Dallas, Texas
January 9, 1998

F-103
<PAGE> 216

MUNICIPAL CAPITAL MARKETS GROUP, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1997
-------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $325,500 $464,316
Accounts receivable......................................... 6,709 37,500
Property and equipment, net................................. 7,720 8,740
Receivable from stockholders................................ -- 39,700
Investments................................................. -- 114,162
Other assets................................................ 4,722 4,825
-------- --------
Total assets...................................... $344,651 $669,243
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses..................... $ 22,905 $ 28,560
Dividend payable.......................................... -- 289,700
-------- --------
Total liabilities...................................... 22,905 318,260
-------- --------
Stockholders' equity:
Common stock--authorized, 1,000,000 shares of $1 par
value; 1,000 shares issued and outstanding............. 1,000 1,000
Additional paid-in capital.................................. 41,000 41,000
Retained earnings........................................... 279,746 308,983
-------- --------
Total stockholders' equity........................ 321,746 350,983
-------- --------
Total liabilities and stockholders' equity........ $344,651 $669,243
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-104
<PAGE> 217

MUNICIPAL CAPITAL MARKETS GROUP, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------
1995 1996 1997
---------- ---------- ----------
<S> <C> <C> <C>
Underwriting and advisory fee income................ $ 781,989 $1,481,829 $3,358,328
Brokerage fees...................................... -- -- 789,643
Management fee income 146,904 184,136 164,490
Mutual fund fee income.............................. -- 104,002 102,046
Consulting fees..................................... 200,000 -- --
Interest and other income........................... 42,931 42,543 82,972
---------- ---------- ----------
Total revenues.............................. 1,171,824 1,812,510 4,497,479
Commissions......................................... 809,368 1,185,831 3,077,166
Underwriting expenses............................... 119,059 219,945 726,463
Management fee expense.............................. 103,833 123,561 108,983
Selling, general and administrative................. 235,454 214,960 265,930
---------- ---------- ----------
Total expenses 1,267,714 1,744,297 4,178,542
---------- ---------- ----------
Net earnings (loss)......................... $ (95,890) $ 68,213 $ 318,937
========== ========== ==========
Unaudited pro forma information (Note 1):
Pro forma earnings (loss) before income taxes....... $ (95,890) $ 68,213 $ 318,937
Pro forma income tax benefit (expense).............. 25,940 (12,258) (111,904)
---------- ---------- ----------
Pro forma net earnings (loss)............... $ (69,950) $ 55,955 $ 207,033
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-105
<PAGE> 218

MUNICIPAL CAPITAL MARKETS GROUP, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
--------------------------------------------------------
COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------- ------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1995.................. 1,000 $1,000 $41,000 $ 307,423 $ 349,423
Net loss..................................... -- -- -- (95,890) (95,890)
----- ------ ------- --------- ---------
Balances at December 31, 1995................ 1,000 1,000 41,000 211,533 253,533
Net earnings................................. -- -- -- 68,213 68,213
----- ------ ------- --------- ---------
Balances at December 31, 1996................ 1,000 1,000 41,000 279,746 321,746
Cash dividends declared...................... -- -- -- (289,700) (289,700)
Net earnings................................. -- -- -- 318,937 318,937
----- ------ ------- --------- ---------
Balances at December 31, 1997................ 1,000 $1,000 $41,000 $ 308,983 $ 350,983
===== ====== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-106
<PAGE> 219

MUNICIPAL CAPITAL MARKETS GROUP, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1995 1996 1997
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss)......................... $ (95,890) $ 68,213 $ 318,937
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in)
operating activities:
Depreciation............................. 14,665 14,304 9,335
Unrealized loss on securities............ -- -- 3,647
Noncash underwriting income.............. -- -- (39,700)
Changes in operating assets and
liabilities
Other assets........................... 18,166 9,702 (103)
Accounts receivable.................... -- (6,709) (30,791)
Accounts payable and accrued
expenses............................ 7,327 10,088 5,655
------------- ------------- -------------
Net cash provided by (used in) operating
activities.................................. (55,732) 95,598 266,980
------------- ------------- -------------
Cash flows from investing activities
Capital expenditures........................ (1,080) (1,703) (10,355)
Purchase of securities...................... -- -- (117,809)
------------- ------------- -------------
Net cash used in investing activities......... (1,080) (1,703) (128,164)
------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents................................. (56,812) 93,895 138,816
Cash and cash equivalents at beginning of
year........................................ 288,417 231,605 325,500
------------- ------------- -------------
Cash and cash equivalents at end of year...... $ 231,605 $ 325,500 $ 464,316
============= ============= =============
Supplemental disclosures of noncash investing
and financing activities:
Receivable from stockholders for sale of
securities............................... $ -- $ -- $ 39,700
============= ============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-107
<PAGE> 220

MUNICIPAL CAPITAL MARKETS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1996 AND 1997

NOTE 1--SUMMARY OF ACCOUNTING POLICIES

The Company is registered with the Securities and Exchange Commission as a
securities broker/dealer. Its primary activity is underwriting tax-exempt
municipal bond and lease issues. A summary of the Company's significant
accounting policies applied in the preparation of the accompanying financial
statements follows.

Cash equivalents. For purposes of the statement of cash flows, all highly
liquid instruments purchased with a maturity of three months or less are
considered to be cash equivalents.

Securities. Securities are carried at market value. Transactions are
recorded on the trade date.

Depreciation and amortization. Depreciation and amortization are provided
for in amounts sufficient to relate the cost of depreciable assets to operations
over their estimated service lives. Furniture and equipment are being
depreciated by the straight-line method over five years.

Income taxes. Taxable income or loss from the operations of the Company is
reported in the personal tax returns of the stockholders pursuant to an election
under Subchapter S of the Internal Revenue Code. The unaudited pro forma income
tax information included in the statement of operations is presented in
accordance with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes" as if the Company had been subject to federal income taxes for
all periods presented.

At December 31, 1997, the differences between the financial statement
carrying amounts and the tax bases of existing assets are not material. In
connection with the proposed merger with UniCapital Corporation contemplated
herein, the Company's S Corporation election will terminate, and the tax effect
of the net difference between the book and tax bases of net assets at that date
will be recorded in the financial statements.

Reclassifications. Certain prior year account balances have been
reclassified to conform to the 1997 presentation.

NOTE 2--NET CAPITAL

Pursuant to Rule 15c 3-1 of the Securities Exchange Act of 1934, the
Company is required to maintain minimum net capital, as defined under such rule.
Under the above rules, the Company's "aggregate indebtedness," as defined,
cannot exceed 1500% of its "net capital," as defined, and net capital must be no
less than $100,000. Net capital and the related percentage may fluctuate on a
daily basis. At December 31, 1997, net capital was $234,632, and the percentage
of aggregate indebtedness to net capital was 135.6% Net capital in excess of
requirements was $134,632.

NOTE 3--RETIREMENT PLAN

Effective December 31, 1996, the Company established a Simplified Employee
Pension Plan for eligible employees. Company contributions are voluntary and at
the discretion of the Board of Directors. The Company's contribution expense was
$64,247 and $67,500 for the years ended December 31, 1996 and 1997,
respectively.

F-108
<PAGE> 221
MUNICIPAL CAPITAL MARKETS GROUP, INC.
DECEMBER 31, 1995, 1996 AND 1997

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--OPERATING LEASE

The Company conducts its operations in leased premises. At December 31,
1997, the minimum future rental payments remaining under leases which expire
through June 30, 1999 are as follows:

Rent expense for the years ended December 31, 1995, 1996 and 1997 was
approximately $31,000, $34,000 and $46,000, respectively. Rent expense of
approximately $31,000, $34,000 and $33,000 was reimbursed to the Company by its
officers for the years ended December 31, 1995, 1996 and 1997, respectively.

F-109
<PAGE> 222

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To The NSJ Group

In our opinion, the accompanying combined balance sheet and the related
statements of operations, of stockholders' equity and of cash flows present
fairly, in all material respects, the financial position of The NSJ Group at
December 31, 1996 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
January 21, 1998

F-110
<PAGE> 223

THE NSJ GROUP

COMBINED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 107,841 $ 19,992
Rents and accounts receivable............................... 51,500 1,038,796
Equipment held for sale or lease............................ -- 2,471,107
Equipment under operating leases, net....................... 25,869,659 23,779,871
Investments in and advances to minority owned affiliates.... 1,741,061 5,737,174
Due from uncombined related entities, net................... 848,226 400,225
Due from stockholders, net.................................. 341,144 10,000
Deposits and other assets................................... 1,197,128 2,496,359
----------- -----------
Total assets......................................... $30,156,559 $35,953,524
=========== ===========

LIABILITIES AND COMBINED STOCKHOLDERS' EQUITY
Liabilities:
Nonrecourse obligations..................................... $26,172,489 $23,803,164
Accounts payable and accrued expenses....................... 400,031 538,876
Deposits, rents received in advance and other credits....... 741,767 2,106,251
Other liabilities........................................... 448,031 2,446,087
----------- -----------
Total liabilities.................................... 27,762,318 28,894,378
----------- -----------
Commitments (Notes 8 and 9)................................. -- --
Combined stockholders' equity:
Common stock, $1 par value, 1,000 shares authorized, 667
shares issued and outstanding.......................... 667 667
Common stock, $0 par value, 6,000 shares authorized, 3,400
shares issued and outstanding.......................... -- --
Contributed capital....................................... 2,316,104 2,566,142
Retained earnings......................................... 77,470 4,492,337
----------- -----------
Total combined stockholders' equity.................. 2,394,241 7,059,146
----------- -----------
Total liabilities and combined stockholders'
equity.............................................. $30,156,559 $35,953,524
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-111
<PAGE> 224

THE NSJ GROUP

COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1995 1996 1997
---------- ---------- -----------
<S> <C> <C> <C>
Rental income from operating leases.................. $1,756,733 $3,343,400 $ 7,320,340
Sales of equipment................................... 7,084,221 -- 9,560,120
Interest and other income............................ 75,025 190,678 510,856
---------- ---------- -----------
Total revenues................................ 8,915,979 3,534,078 17,391,316
---------- ---------- -----------
Depreciation on equipment under operating leases..... 740,106 1,124,093 1,866,429
Cost of equipment sold............................... 6,270,881 -- 8,722,504
Interest expense..................................... 938,190 1,809,750 3,034,106
Commission expense................................... -- 448,031 1,998,056
Selling, general and administrative.................. 741,108 821,883 1,017,354
---------- ---------- -----------
Total expenses................................ 8,690,285 4,203,757 16,638,449
---------- ---------- -----------
Income (loss) before equity in net earnings (loss) of
minority owned affiliates.......................... 225,694 (669,679) 752,867
Equity in net earnings (loss) of minority owned
affiliates......................................... (5,000) 896,061 3,996,113
---------- ---------- -----------
Net income........................................... $ 220,694 $ 226,382 $ 4,748,980
========== ========== ===========
Unaudited pro forma information (Note 2):
Pro forma net income before income taxes........... $ 220,694 $ 226,382 $ 4,748,980
Provision for income taxes......................... 98,473 108,563 1,865,399
---------- ---------- -----------
Pro forma net income............................... $ 122,221 $ 117,819 $ 2,883,581
========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-112
<PAGE> 225

THE NSJ GROUP

COMBINED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED TOTAL
EARNINGS COMBINED
COMMON CONTRIBUTED (ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT) EQUITY
------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance at January 1, 1995...................... $667 $ 403,117 $ (128,471) $ 275,313
Net income.................................... -- -- 220,694 220,694
Contributions................................. -- 823,218 -- 823,218
---- ---------- ---------- ----------
Balance at December 31, 1995.................... 667 1,226,335 92,223 1,319,225
Net income.................................... -- -- 226,382 226,382
Contributions................................. -- 1,089,769 -- 1,089,769
Distributions................................. -- -- (241,135) (241,135)
---- ---------- ---------- ----------
Balance at December 31, 1996.................... 667 2,316,104 77,470 2,394,241
Net income.................................... -- -- 4,748,980 4,748,980
Contributions................................. -- 250,038 -- 250,038
Distributions................................. -- -- (334,113) (334,113)
---- ---------- ---------- ----------
Balance at December 31, 1997.................... $667 $2,566,142 $4,492,337 $7,059,146
==== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-113
<PAGE> 226

THE NSJ GROUP

COMBINED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1995 1996 1997
------------ ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 220,694 $ 226,382 $ 4,748,980
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation of operating lease equipment........ 740,106 1,124,093 1,866,429
Other depreciation and amortization.............. 93,843 43,544 316,083
(Gain) loss on sales of leased equipment......... (813,340) 35,857 (837,616)
Equity in net (earnings) loss of minority owned
affiliates..................................... 5,000 (896,061) (3,996,113)
Changes in other assets and liabilities:
Rents and accounts receivable.................. (148,640) 354,935 (987,296)
Due from related entities...................... (553,326) (224,900) 448,001
Due from stockholders, net..................... (122,482) (217,662) 331,144
Deposits and other assets...................... (174,547) (280,000) (1,456,456)
Accounts payable and accrued expenses.......... 251,029 149,002 138,845
Deposits, rents received in advance and other
credits..................................... 625,058 116,709 1,364,484
Other liabilities.............................. -- 448,031 1,998,057
------------ ----------- ------------
Net cash provided by operating activities...... 123,395 879,930 3,934,542
------------ ----------- ------------
Cash flows from investing activities:
Proceeds from sales of leased equipment............. 7,084,289 -- 9,374,950
Purchases of equipment for sale or lease............ (21,852,921) (9,688,720) (10,785,082)
------------ ----------- ------------
Net cash used in investing activities.......... (14,768,632) (9,688,720) (1,410,132)
------------ ----------- ------------
Cash flows from financing activities:
Proceeds from notes payable......................... 15,137,468 9,786,805 136,000
Repayment of notes payable.......................... (747,707) (1,329,890) (2,505,325)
Loan fees paid...................................... -- (130,000) (158,858)
Contributions of capital............................ 323,218 739,769 250,038
Distributions to stockholders....................... -- (241,135) (334,114)
------------ ----------- ------------
Net cash provided by (used in) financing
activities.................................. 14,712,979 8,825,549 (2,612,259)
------------ ----------- ------------
Net increase (decrease) in cash and cash
equivalents................................. 67,742 16,759 (87,849)
Cash and cash equivalents at beginning of year........ 23,340 91,082 107,841
------------ ----------- ------------
Cash and cash equivalents at end of year.............. $ 91,082 $ 107,841 $ 19,992
============ =========== ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest............................................ $ 644,133 $ 1,352,915 $ 2,399,512
============ =========== ============
Non-cash investing and financing activities:
Contribution of note receivable.................. $ 500,000 $ 350,000 $ --
============ =========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-114
<PAGE> 227

THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

The NSJ Group (the "Company") is comprised of five entities affiliated by
common ownership and control and certain investments in affiliated companies.
The Company is primarily engaged in the acquisition and leasing of used
commercial jet aircraft and aircraft equipment and the leasing and sale of such
aircraft and aircraft equipment, to domestic and foreign airlines and other
aircraft investors and lessors.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of combination and basis of presentation. The accompanying
combined financial statements include the accounts of five entities and
investments in less than majority-owned companies which are under common
ownership and control. Investments of between 20% and 50% are accounted for
under the equity method of accounting. All significant intercompany transactions
have been eliminated. Certain entities related to the Company (collectively, the
"Uncombined Related Entities") have not been combined in the accompanying
financial statements as the outstanding shares of these entities will not be
purchased by UniCapital Corporation (See Note 9).

The Combined Statement of Operations includes all revenues and expenses
directly attributable to the Company, including expenses for facilities,
functions and services used by the Company at shared sites and costs for certain
functions and services performed by the Uncombined Related Entities and also
includes allocations of costs for administrative functions and services
performed on behalf of the Company by the Uncombined Related Entities. These
costs have been allocated based upon estimates of the proportion of time spent
by management and other personnel of the Uncombined Related Entities in
connection with matters related to the Company. Such allocated costs, which
amounted to $293,218, $437,269 and $250,038 in 1995, 1996 and 1997,
respectively, have been reflected in the accompanying financial statements as
selling, general and administrative expenses and as a direct contribution to
capital.

Management believes the Combined Statement of Operations includes a
reasonable allocation of costs incurred by the Uncombined Related Entities which
benefit the Company. Accordingly, the financial information included herein is
not necessarily indicative of the results that would have been reported if the
Company had operated as a separate unaffiliated entity.

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables, recovery of residual
values of leased equipment, depreciation and amortization.

Accounts receivable and concentrations of credit risk. The Company leases
and sells aircraft and aircraft equipment to domestic and foreign airlines and
other aircraft investors and lessors located throughout the world. The Company
generally obtains deposits on leases and generally does not require collateral.
The Company continually monitors its exposure for credit losses.

F-115
<PAGE> 228
THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company's significant customers comprising greater than 10% of the
rental income from operating leases during the years ended December 31, 1995,
1996, and 1997, respectively, were as follows:

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
CUSTOMER 1995 1996 1997
-------- ---- ---- ----
<S> <C> <C> <C>
A....................................................... 83% 72% 33%
B....................................................... -- -- 29%
C....................................................... -- -- 21%
-- -- --
83% 72% 83%
== == ==
</TABLE>

Operating leases. The Company leases aircraft and aircraft equipment to
customers under operating leases as defined in Statement of Financial Accounting
Standards No. 13, "Accounting for Leases." Revenue is recognized over the
minimum term of operating leases on a straight-line basis.

Deferred loan costs. Deferred loan costs incurred in connection with debt
financing are being amortized on a straight-line basis over the life of the
debt.

Aircraft and aircraft equipment held for sale or lease. Aircraft and
aircraft equipment held for sale or lease is stated at cost. Major additions and
modifications are capitalized.

Depreciation. Aircraft and aircraft equipment are generally depreciated
using the straight-line method over a 30-year life from the date of manufacture
to a 15% residual value. Aircraft and aircraft equipment that are under lease as
of the date of acquisition, are depreciated over the longer of the remainder of
their 30 year life or the remaining lease term.

Income taxes. The entities affiliated under common control which comprise
the Company have elected S Corporation status under the Internal Revenue Code.
As an S Corporation, the entities generally are not subject to federal income
taxes since the operating results of the entities are included in the tax
returns of their individual stockholders. The entities are directly liable for
state income and franchise taxes in certain jurisdictions.

The unaudited pro forma income tax information included in the Combined
Statement of Operations is presented in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," as if the Company
had been subject to federal and state income taxes for all periods presented.

There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities of the entities affiliated
under common control. At December 31, 1997, the Company's net assets for
financial reporting purposes exceed the tax basis by approximately $6,100,000.
In connection with the proposed merger with UniCapital Corporation discussed in
Note 9, the Company's S Corporation election will terminate and the tax effect
of the net difference, exclusive of previous S Corporation net operating loss
carryforwards, between the book and tax bases of net assets at that date ($13.5
million at December 31, 1997) will be recorded in the financial statements.

Cash and cash equivalents. For purposes of the Combined Statement of Cash
Flows, the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents.

Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of long-term receivables and payables approximated fair value
based upon market rates for similar instruments.

F-116
<PAGE> 229
THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 3--RELATED PARTY TRANSACTIONS

Due from uncombined related entities represents the net receivable from the
Uncombined Related Entities for net funds advanced to them by the Company.

NOTE 4--LEASING TRANSACTIONS

Operating leases. The Company is the lessor of aircraft and aircraft
equipment under operating leases. The components of aircraft and aircraft
equipment on operating leases at December 31, 1996 and 1997, were as follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Cost............................................. $28,577,255 $27,867,255
Accumulated depreciation......................... (2,707,596) (4,087,384)
----------- -----------
Net.............................................. $25,869,659 $23,779,871
=========== ===========
</TABLE>

Future minimum rentals receivable under noncancelable operating leases were
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998.............................................................. $ 4,254,750
1999............................................................... 4,030,000
2000............................................................... 4,090,000
2001............................................................... 3,850,000
2002............................................................... 2,400,000
Thereafter......................................................... 6,100,000
-----------
$24,724,750
===========
</TABLE>

Significant lease terms. The Company's lease agreements provide that the
lessee pays taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.

Significant concentrations. The majority of the Company's net lease
receivables are collateralized by aircraft and aircraft equipment of which
approximately 86% of the portfolio related to a single manufacturer.

NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES

The Company has investments in less than majority-owned companies which
engage in the buying, selling and leasing of aircraft and aircraft equipment.
The Company has four of such investments at December 31, 1997 and held three of
the four at December 31, 1996. The Company has a 20% ownership interest in three
of these affiliates and a 49% ownership interest in the remaining affiliate. The
Company shares in 50% of the profits and losses of all of these affiliates. The
Company accounts for these investments under the equity method. The summarized
financial information below represents an aggregation of the Company's
uncombined affiliates which are accounted for under the equity method.

Pursuant to compensation agreements between the Company and a third party,
the third party is entitled to receive 50% of the Company's equity in net
earnings and losses of minority owned affiliates. Amounts due under these
agreements are reflected as commission expense in the accompanying financial
statements and totaled $0, $448,031 and $1,998,056 for the years ended December
31, 1995, 1996 and 1997, respectively.

F-117
<PAGE> 230
THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES (CONTINUED)
SUMMARIZED BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Current assets................................... $ 3,555,175 $ 3,718,638
Aircraft and aircraft equipment, net............. 47,715,405 48,385,811
Other assets..................................... 634,523 8,913,281
----------- -----------
Total assets................................... 51,905,103 61,017,730
----------- -----------
Current liabilities.............................. 5,699,445 6,629,985
Advances from shareholders....................... 6,093,000 5,000,000
Nonrecourse obligations.......................... 34,230,535 37,757,305
----------- -----------
Total liabilities.............................. 46,022,980 49,387,290
----------- -----------
Net assets....................................... $ 5,882,123 $11,630,440
=========== ===========
</TABLE>

SUMMARIZED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
1995 1996 1997
-------- ---------- ----------
<S> <C> <C> <C>
Rental income from operating leases..................... $ -- $1,343,334 $8,400,000
Gain on sale of equipment, net.......................... -- 3,448,478 9,225,635
Other................................................... -- 200,000 183,855
-------- ---------- ----------
Total revenues........................................ -- 4,991,812 17,809,490
-------- ---------- ----------
Depreciation on equipment under operating leases........ -- 484,595 3,073,097
Interest expense........................................ -- 1,175,059 4,488,366
Other................................................... 10,000 1,540,036 2,255,802
-------- ---------- ----------
Total expenses........................................ 10,000 3,199,690 9,817,265
-------- ---------- ----------
Net income (loss)....................................... $(10,000) $1,792,122 $7,992,225
======== ========== ==========
</TABLE>

Nature of operations. The affiliated companies lease and sell aircraft and
aircraft equipment to domestic and foreign airlines and other aircraft investors
and lessors located throughout the world. All lease transactions are classified
as operating leases.

Revenue recognition. Revenue is recognized over the minimum term of
operating leases on a straight-line basis. Revenue from sales of aircraft are
recorded at the time of transfer of title to the aircraft. Future minimum
rentals receivable under noncancelable operating leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998............................................................ $ 8,400,000
1999............................................................. 8,400,000
2000............................................................. 8,400,000
2001............................................................. 4,576,000
2002............................................................. 2,890,000
Thereafter....................................................... 175,000
-----------
$32,841,000
===========
</TABLE>

Aircraft and aircraft equipment. Aircraft and aircraft equipment held for
sale or lease are stated at cost. Major additions and modifications are
capitalized. Aircraft and aircraft equipment are depreciated using the

F-118
<PAGE> 231
THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 5--INVESTMENTS IN MINORITY OWNED AFFILIATES (CONTINUED)
straight-line method over a 30-year life from the date of manufacture to a 15%
residual value. Aircraft and aircraft equipment that are under lease as of the
date of acquisition, are depreciated over the longer of the remainder of their
30 year life or the remaining lease term.

Advances from shareholders. The affiliated companies have funded certain
purchases of aircraft and aircraft equipment using funds advanced by their
shareholders. These shareholder loans are unsecured, bear interest at 12% and
have no stated maturity date. Advances will be repaid if and when there are
sufficient funds to make repayments.

Nonrecourse obligations. The affiliated companies have also funded
purchases of aircraft and aircraft equipment using nonrecourse debt. Under these
arrangements, the affiliated companies have assigned substantially all lease
payments from the applicable leases and granted a security interest in the
leased equipment to the lending institution. In the event of a default by a
lessee on the nonrecourse notes, the lender has a first lien against the lease
payments and underlying equipment, but has no further recourse against the
affiliated companies. In conjunction with these debt agreements, the
stockholders of the affiliated companies have also entered into stock pledge
agreements which pledge their stock in the affiliated companies to the
respective lending institution. Interest on these nonrecourse obligations is
principally at rates ranging from 8.45% to 10.67% at December 31, 1996 and 1997.
Maturities on these nonrecourse obligations range from the years 2003 to 2004.

Other. The Company's share of undistributed earnings of affiliated
companies included in consolidated retained earnings was ($5,000), $896,061 and
$3,715,220 at December 31, 1995, 1996 and 1997, respectively. Distributions from
affiliated companies were $0, $0 and $1,500,000 in 1995, 1996 and 1997,
respectively.

NOTE 6--DEPOSITS AND OTHER ASSETS

As of December 31, 1996 and 1997, deposits and other assets consist
primarily of lessee security deposits and maintenance reserves. Lessee deposits
are paid by the lessee prior to the inception of the lease and are refundable to
the lessee based on the terms of the various leases. Maintenance reserves are
funded by the lessees and charged to lessees based upon usage of the leased
aircraft and aircraft equipment. Such amounts are reimbursed to the lessee as
required maintenance is performed. As of December 31, 1996 and 1997, security
deposits and maintenance reserves were approximately $742,025 and $2,119,948,
respectively.

Other assets consist primarily of deferred loan costs of $298,647 and
$457,505 net of accumulated amortization of $43,544 and $316,094 at December
1996 and 1997, respectively, associated with the Company's nonrecourse
obligations.

NOTE 7--NONRECOURSE OBLIGATIONS

Notes payable at December 31, 1996 and 1997 consisted of the following:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Nonrecourse installment notes secured by aircraft
and aircraft equipment and lease payments...... $26,172,489 $23,803,164
=========== ===========
</TABLE>

The Company has certain borrowings outstanding from financial institutions
on a nonrecourse basis. Under these borrowings, the Company assigns
substantially all lease payments from the applicable leases and grants a
security interest in the leased equipment to the lending institution. In the
event of a default by a lessee, the lender has a security interest in the lease
payments and underlying equipment, but has no further recourse against the
Company. In conjunction with these debt agreements, the stockholders of the
Company have also entered into stock pledge agreements which pledge their stock
in the entities affiliated by common ownership and control and grant a security
interest in such stock to the respective lending institution. Interest on these
borrowings is

F-119
<PAGE> 232
THE NSJ GROUP

NOTES TO COMBINED FINANCIAL STATEMENTS--CONTINUED

NOTE 7--NONRECOURSE OBLIGATIONS (CONTINUED)
principally at rates ranging from 8.81% to 13.43% at December 31, 1996 and 9.22%
to 10.86% at December 31, 1997. Certain of these debt agreements provide for a
sharing of profits on sales of aircraft or lease terminations with the
participating lender. The profit sharing percentages payable by the Company to
the lender range from 20% to 70%. However, certain agreements limit the amount
of profit share that is payable by the Company. Amounts paid pursuant to such
profit sharing arrangement approximated $295,000, $0 and $660,000 for the years
ended December 31, 1995, 1996 and 1997, respectively, and are recorded as a
reduction of revenue from sales of equipment.

On January 14, 1998, the Company entered into an agreement for the partial
extinguishment of debt and accrued interest payable recorded at approximately
$1,434,000 and $393,000, respectively, at December 31, 1997 in the accompanying
financial statements. According to the terms of this agreement, if the Company
makes payments to the lender totaling approximately $457,000 on or before May
30, 1998, such payments will be accepted by the lender in full payment and
satisfaction of all obligations of the Company under the related notes payable.
Upon payment of the $457,000 by the Company in 1998, the gain on the
extinguishment of debt in the amount of $1,370,000 will be recorded as an
extraordinary item in the Company's 1998 results of operations.

Future minimum principal payments. The aggregate annual maturities of the
notes as of December 31, 1997 were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------
<S> <C> <C>
1998......................................................... $ 5,112,724
1999............................................................. 2,529,722
2000............................................................. 6,039,397
2001............................................................. 7,012,061
2002............................................................. 3,109,260
-----------
$23,803,164
===========
</TABLE>

NOTE 8--COMMITMENTS

The Company subleases its office space from an Uncombined Related Entity.
The base rent pursuant to the sublease agreement is $13,500 per year. The
Company also pays the affiliated entity a pro rata share of common area
maintenance expenses. This sublease expires in 2001.

NOTE 9--SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of common stock of the combined entities affiliated by
common ownership in exchange for cash and common stock of UniCapital, concurrent
with the consummation of the initial public offering of the common stock of
UniCapital.

The Company has been advised by the IRS that one of its subsidiaries will
have its tax returns audited for the year ended December 31, 1995. Management
does not believe the results of such examination will materially affect the
financial statements of the Company.

F-120
<PAGE> 233

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Portfolio Financial Servicing Company, L.P.:

We have audited the accompanying balance sheets of Portfolio Financial
Servicing Company, L.P., a Delaware limited partnership, as of December 3l,
1996, and 1997 and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Portfolio Financial
Servicing Company, L.P. as of December 3l, 1996 and 1997, and the results of its
operations and cash flows for the years then ended in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Portland, Oregon
January 9, 1998

F-121
<PAGE> 234

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 20,201 $ 4,888
Accounts receivable......................................... 113,547 181,187
Property and equipment, net................................. 496,904 533,596
Other assets................................................ 92,621 58,818
-------- --------
Total assets........................................... $723,273 $778,489
======== ========

LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued expenses....................... $247,729 $150,907
Other liabilities........................................... 98,351 156,089
Partners' equity............................................ 377,193 471,493
-------- --------
Total liabilities and partners' equity................. $723,273 $778,489
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-122
<PAGE> 235

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Servicing fees.............................................. $ 1,322,329 $ 1,480,041
Selling, general and administrative expenses................ 3,355,860 3,356,241
----------- -----------
Net loss.................................................... $(2,033,531) $(1,876,200)
=========== ===========
Unaudited pro forma information (Note 2)
Pro forma loss before taxes................................. $(2,033,531) $(1,876,200)
Pro forma provision for income taxes........................ -- --
----------- -----------
Pro forma net loss..................................... $(2,033,531) $(1,876,200)
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-123
<PAGE> 236

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
LIMITED GENERAL
PARTNERS' PARTNERS'
EQUITY EQUITY TOTAL
----------- --------- -----------
<S> <C> <C> <C>
Balance, January 1, 1996................................ $ 802,617 $ 8,107 $ 810,724
Contributed capital................................... 1,584,000 16,000 1,600,000
Net loss.............................................. (2,013,196) (20,335) (2,033,531)
----------- -------- -----------
Balance, December 31, 1996.............................. 373,421 3,772 377,193
Contributed capital................................... 1,950,795 19,705 1,970,500
Net loss.............................................. (1,857,437) (18,763) (1,876,200)
----------- -------- -----------
Balance, December 31, 1997.............................. $ 466,779 $ 4,714 $ 471,493
=========== ======== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-124
<PAGE> 237

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(2,033,531) $(1,876,200)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation........................................... 664,067 217,147
Loss on disposal of assets............................. 87,671 2,414
Decrease (increase) in accounts receivable............. 152,611 (67,640)
Decrease (increase) in other assets.................... (13,945) 33,803
Increase (decrease) in accounts payable and accrued
expenses............................................. (186,861) (96,822)
----------- -----------
Net cash used by operating activities....................... (1,329,988) (1,787,298)
----------- -----------
Cash flows from investing activities:
Capital additions......................................... (253,651) (161,910)
----------- -----------
Net cash used by investing activities....................... (253,651) (161,910)
----------- -----------
Cash flows from financing activities:
Principal payments on lease payable....................... (9,961) (36,605)
Contributed capital....................................... 1,600,000 1,970,500
----------- -----------
Net cash provided by financing activities................... 1,590,039 1,933,895
----------- -----------
Net increase (decrease) in cash and cash equivalents........ 6,400 (15,313)
Cash and cash equivalents, beginning of period.............. 13,801 20,201
----------- -----------
Cash and cash equivalents, end of period.................... $ 20,201 $ 4,888
=========== ===========
Supplemental disclosures:
Interest paid............................................. $ 2,463 $ 11,805
=========== ===========
Noncash transactions:
Equipment acquired under capital lease.................... $ 108,312 $ 94,343
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-125
<PAGE> 238

PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997

NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION

Portfolio Financial Servicing Company, L.P. ("PFSC") (formerly known as
Parrish Financial Servicing Company, L.P.) is a limited partnership established
in May of 1993 pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act. The general partner of PFSC is Equipment Servicing
Corp. ("ESC") with a distributive share of 1 percent. The limited partner of
PFSC is ILC Acquisition Partners, L.P. ("ILCAP") with a distributive share of 99
percent. PFSC was formed to service the partners' acquired lease portfolio,
market its servicing capabilities to third parties, and service lease portfolios
that may be acquired by the partners in the future.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

Property and equipment. Property and equipment are recorded at cost.
Depreciation of property and equipment is provided over the estimated useful
lives of the assets, which generally ranges from three to seven years, on a
straight-line basis. Amounts of property and equipment, and related accumulated
depreciation, included in the balance sheet are as follows:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Computer equipment and software............................. $1,939,649 $2,167,264
Furniture................................................... 197,324 214,938
Leasehold improvements...................................... 33,909 52,310
In progress................................................. 13,944 --
---------- ----------
2,184,826 2,434,512
Accumulated depreciation.................................... 1,687,922 1,900,916
---------- ----------
$ 496,904 $ 533,596
========== ==========
</TABLE>

In 1996, $266,000 of property which was no longer being used to provide
service was written off by increasing accumulated depreciation with a charge to
depreciation expense.

Capitalized leased equipment. As of December 31, 1996 and 1997, included
in property and equipment are capitalized leased equipment with original costs
of $108,312 and $202,655, respectively. The leased equipment is amortized over
the life of the lease using the straight-line method. Accumulated amortization
at December 31, 1996 and 1997 was $10,832 and $46,832 respectively. Amortization
expense is included in depreciation expense.

Income taxes. The Company is a partnership and is treated as such for
income tax purposes. Accordingly, it is not subject to payment of federal or
state income taxes. However, the individual partners are responsible for federal
and state taxes on their respective shares of taxable income.

The unaudited pro forma income tax information included in the Statements
of Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented. As the
Company has historically incurred losses, the tax effect of these losses have
been offset by a valuation allowance and no tax benefits have been reflected in
the unaudited pro forma information.

Had the Company been subject to income taxes, there would be differences
between the financial statement carrying amounts and the tax bases of existing
assets and liabilities. At December 31, 1997, the Company's net assets for
financial reporting purposes would have been less than the tax basis by
approximately $175,000 (unaudited). Additionally, the Company would have a net
operating loss carryforward of approximately $6.6 million (unaudited).

Statements of cash flows. For purposes of reporting cash flows, cash and
cash equivalents include unrestricted cash in banks and temporary investments
with an original maturity of three months or less.

F-126
<PAGE> 239
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Fair value of financial instruments. The Company's financial instruments
consist of accounts receivable and capital leases payable (other liabilities).
At December 31, 1996 and 1997, the fair value of the Company's receivables and
leases payable approximated the carrying value.

Revenue recognition. PFSC offers a variety of lease portfolio servicing
options, consisting of collections, customer service, contract booking, payment
application, collateral filing and perfection, information system help desk,
property, sales and use tax reporting, acting as servicer backup and other
services as they relate to leases. PFSC neither owns nor originates leases.

Lease servicing contracts are typically entered into with customers for a
period of one to three years. Contract revenues consist primarily of monthly
fees collected for booking contracts and monthly maintenance fees based on the
total number of contracts serviced.

For 1996, three of the Company's customers accounted for 45%, 21% and 19%
of total revenues. During the year ended December 31, 1997, two of the Company's
customers accounted for 50% and 13% of total revenues.

NOTE 3--PARTNERS' FINANCIAL SUPPORT

As reflected in the accompanying financial statements, PFSC has received
substantial equity contributions from its partners over the past several years
to support its operations. PFSC has received a financial commitment from its
partners to continue their financial support by providing funds necessary to
support PFSC's operations as anticipated in the 1998 budget. The financial
commitment is valid through the earlier of January 1, 1999 or the sale of PFSC
(see Note 6).

NOTE 4--COMMITMENTS AND CONTINGENCIES

Operating lease. PFSC has a noncancellable operating lease for office
space that expires August 31, 2000. Rent expense for the years ended December
31, 1996 and 1997 was $224,893 and $241,136, respectively. Future minimum
obligations under the lease are as follows:

<TABLE>
<S> <C>
1998........................................................ $259,404
1999........................................................ 259,404
2000........................................................ 172,936
--------
Total....................................................... $691,744
========
</TABLE>

The Company subleases a portion of its office facilities to a customer.
During 1996 and 1997, PFSC received $34,129 and $33,507, respectively, in
sublease rent from this customer.

F-127
<PAGE> 240
PORTFOLIO FINANCIAL SERVICING COMPANY, L.P.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 4--COMMITMENTS AND CONTINGENCIES (CONTINUED)
Capital lease. PFSC has noncancellable capital leases for computer and
office equipment with expiration dates ranging from April 30, 2000 to June 30,
2001. Future payments are as follows:

<TABLE>
<S> <C>
1998........................................................ $ 64,668
1999........................................................ 64,668
2000........................................................ 41,642
2001........................................................ 12,426
--------
Total minimum lease payments................................ 183,404
Less - Amount representing interest (at rates ranging from
5.7% to 20.6%)............................................ (27,315)
--------
Present value of net minimum lease payments................. $156,089
========
</TABLE>

NOTE 5--RELATED PARTY TRANSACTIONS

During the years ended December 31, 1996 and 1997, PFSC provided contract
lease portfolio management services to an affiliated company, PLC Lease
Receivables 1993-A Trust (Trust). The agreement also provided PFSC with interest
and late fees earned on collection accounts, and commissions on end-of-lease
equipment sales. Following are the amounts received for these services in 1996
and 1997:

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Service fees................................................ $ 49,514 $ 46,320
Interest.................................................... 28,840 --
Late fees earned on collection accounts..................... 359,272 72,201
Commissions on end-of-lease equipment sales................. 19,956 --
</TABLE>

NOTE 6--SUBSEQUENT EVENT (UNAUDITED)

The general and limited partners of PFSC have entered into a letter of
intent and intend to enter into a definitive agreement with UniCapital
Corporation, pursuant to which all of the partnership interest of PFSC will be
exchanged for shares of UniCapital Corporation common stock concurrent with the
consummation of the initial public offering of UniCapital Corporation.
Completion of the sale is dependent upon satisfactory negotiation of the terms
of the definitive sales agreement and consummation of the initial public
offering.

F-128
<PAGE> 241

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Varilease Corporation

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Varilease
Corporation and its subsidiary at September 30, 1996 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended September 30, 1997, in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
January 21, 1998

F-129
<PAGE> 242

VARILEASE CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------------- DECEMBER 31,
1996 1997 1997
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 4,689,922 $ 4,100,034 $ 2,834,421
Rents and accounts receivable......................... 3,563,083 3,553,284 4,028,161
Equipment under direct financing and operating leases,
held for sale....................................... 5,523,701 42,534,401 12,800,002
Net investment in direct financing leases............. 43,048,977 65,761,579 65,618,539
Equipment under operating leases, net................. 9,513,610 19,987,247 22,495,995
Deposits, prepaid expenses and other assets........... 488,479 909,554 392,355
Property and equipment, net........................... 1,844,991 1,779,573 1,886,348
Investments........................................... 553,472 2,199,768 2,889,617
Notes receivable due from stockholders................ 1,009,386 771,989 1,529,220
----------- ------------ ------------
Total assets................................... $70,235,621 $141,597,429 $114,474,658
=========== ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable:
Recourse......................................... $11,365,901 $ 7,537,889 $ 5,882,277
Nonrecourse...................................... 49,374,535 115,183,233 86,894,896
Accounts payable and accrued expenses................. 6,694,255 10,314,742 9,189,957
Deferred income taxes................................. -- 6,285,000 7,805,000
Other liabilities..................................... 1,150,000 650,000 650,000
----------- ------------ ------------
Total liabilities.............................. 68,584,691 139,970,864 110,422,130
----------- ------------ ------------
Commitments and contingencies (Notes 12 and 13)
Stockholders' equity:
Common stock, $1.00 par value, 50,000 shares
authorized, 5,000 issued and outstanding............ 5,000 5,000 5,000
Retained earnings..................................... 1,645,930 1,621,565 4,047,528
----------- ------------ ------------
Total stockholders' equity..................... 1,650,930 1,626,565 4,052,528
----------- ------------ ------------
Total liabilities and stockholders' equity..... $70,235,621 $141,597,429 $114,474,658
=========== ============ ============
</TABLE>

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

F-130
<PAGE> 243

VARILEASE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, DECEMBER 31,
--------------------------------------- -------------------------
1995 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Finance income from direct
financing leases.......... $ 1,716,365 $ 3,759,293 $ 6,572,442 $ 1,469,262 $ 1,653,075
Rental income from operating
leases.................... 4,365,292 5,374,098 10,239,676 2,167,785 3,034,900
Sales of equipment........... 3,853,738 3,890,161 12,196,894 1,041,536 1,146,936
Gain on sale of leases....... 1,478,197 2,053,569 4,953,058 647,317 2,209,633
Remarketing income........... 832,394 1,967,241 4,913,368 792,721 2,269,082
Other income................. 176,311 81,903 137,455 42,802 47,627
----------- ----------- ----------- ----------- -----------
Total revenues.......... 12,422,297 17,126,265 39,012,893 6,161,423 10,361,253
----------- ----------- ----------- ----------- -----------
Depreciation on equipment
under operating leases.... 3,319,543 3,903,855 7,914,866 1,130,358 2,337,836
Cost of equipment sold....... 2,922,675 3,719,554 10,090,719 716,068 789,824
Interest expense............. 2,230,967 3,523,689 6,296,773 1,184,520 1,811,455
Selling, general and
administrative............ 3,575,365 5,712,314 8,449,900 1,959,998 1,476,175
----------- ----------- ----------- ----------- -----------
Total expenses.......... 12,048,550 16,859,412 32,752,258 4,990,944 6,415,290
----------- ----------- ----------- ----------- -----------
Income before income taxes..... 373,747 266,853 6,260,635 1,170,479 3,945,963
Provision for income taxes..... -- -- 6,285,000 4,248,000 1,520,000
----------- ----------- ----------- ----------- -----------
Net income (loss).............. $ 373,747 $ 266,853 $ (24,365) $(3,077,521) $ 2,425,963
=========== =========== =========== =========== ===========
Unaudited pro forma information
(Note 2):
Pro forma income before
income taxes.............. $ 373,747 $ 266,853
Pro forma provision for
income taxes.............. 177,000 183,000
----------- -----------
Pro forma net income.... $ 196,747 $ 83,853
=========== ===========
</TABLE>

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

F-131
<PAGE> 244

VARILEASE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
TOTAL
COMMON RETAINED STOCKHOLDERS'
STOCK EARNINGS EQUITY
------ ---------- -------------
<S> <C> <C> <C>
Balance at October 1, 1994............................... $5,000 $1,505,330 $1,510,330
Net income............................................... -- 373,747 373,747
------ ---------- ----------
Balance at September 30, 1995............................ 5,000 1,879,077 1,884,077
Net income............................................... -- 266,853 266,853
Cash dividends........................................... -- (500,000) (500,000)
------ ---------- ----------
Balance at September 30, 1996............................ 5,000 1,645,930 1,650,930
Net loss................................................. -- (24,365) (24,365)
------ ---------- ----------
Balance at September 30, 1997............................ 5,000 1,621,565 1,626,565
Net income (unaudited)................................... -- 2,425,963 2,425,963
------ ---------- ----------
Balance at December 31, 1997 (unaudited)................. $5,000 $4,047,528 $4,052,528
====== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-132
<PAGE> 245

VARILEASE CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED SEPTEMBER 30, DECEMBER 31,
-------------------------------------------- ---------------------------
1995 1996 1997 1996 1997
------------ ------------- ------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)........................ $ 373,747 $ 266,853 $ (24,365) $ (3,077,521) $ 2,425,963
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation of operating lease
equipment............................ 3,319,543 3,903,855 7,914,866 1,130,358 2,337,836
Amortization of initial direct costs... 457,777 717,584 1,206,320 286,000 301,000
Other depreciation..................... 74,371 94,503 125,544 25,553 35,453
Gain on sales of equipment............. (931,063) (170,607) (2,106,175) (325,468) (357,112)
Gain on sale of leases................. (1,478,197) (2,053,569) (4,953,058) (647,317) (2,209,633)
Deferred income taxes.................. -- -- 6,285,000 4,248,000 1,520,000
Changes in other assets and
liabilities:
Rents and accounts receivable........ 3,182,985 (1,981,911) 9,799 (4,290,342) (474,877)
Deposits, prepaid expenses and other
assets............................. 23,432 (338,922) (421,075) (48,144) 517,199
Accounts payable and accrued
expenses........................... (1,816,692) 1,766,050 3,620,487 4,792,810 (1,124,785)
Other liabilities.................... -- 650,000 -- -- --
------------ ------------- ------------- ------------ ------------
Net cash provided by operating
activities............................... 3,205,903 2,853,836 11,657,343 2,093,929 2,971,044
------------ ------------- ------------- ------------ ------------
Cash flows from investing activities:
Investment in direct financing leases.... (68,980,849) (119,723,914) (216,466,260) (76,135,563) (35,136,078)
Collection of direct financing leases,
net of finance income earned........... 18,509,729 30,117,495 37,707,193 28,125,755 14,315,568
Purchases of equipment for sale or
lease.................................. (8,406,970) (10,236,524) (65,489,922) (4,008,752) (8,338,168)
Proceeds from sale of direct financing
leases................................. 44,182,189 66,436,500 159,793,203 39,545,886 22,872,183
Increase in investments, net............. (222,317) (331,655) (1,646,296) (345,367) (689,849)
Purchases of property and equipment...... (420,606) (910,686) (60,126) (27,690) (142,165)
Proceeds from sales of equipment......... 3,853,738 3,890,161 12,196,894 1,041,536 33,583,032
------------ ------------- ------------- ------------ ------------
Net cash (used in) provided by investing
activities............................... (11,485,086) (30,758,623) (73,965,314) (11,804,195) 26,464,523
------------ ------------- ------------- ------------ ------------
Cash flows from financing activities:
Proceeds from notes payable.............. 60,710,522 135,421,244 321,395,266 69,474,493 42,997,075
Repayment of notes payable............... (53,460,810) (103,798,407) (259,414,580) (63,048,484) (72,941,024)
Proceeds (repayments) on borrowings from
stockholders........................... 442,741 (417,836) 237,397 -- (757,231)
Cash dividends........................... -- -- (500,000) -- --
------------ ------------- ------------- ------------ ------------
Net cash provided by (used in) financing
activities............................... 7,692,453 31,205,001 61,718,083 6,426,009 (30,701,180)
------------ ------------- ------------- ------------ ------------
Net (decrease) increase in cash and cash
equivalents.............................. (586,730) 3,300,214 (589,888) (3,284,257) (1,265,613)
Cash and cash equivalents at beginning of
year....................................... 1,976,438 1,389,708 4,689,922 4,689,922 4,100,034
------------ ------------- ------------- ------------ ------------
Cash and cash equivalents at end of year... $ 1,389,708 $ 4,689,922 $ 4,100,034 $ 1,405,665 $ 2,834,421
============ ============= ============= ============ ============
Supplemental disclosures of cash flow
information:
Cash paid for:
Interest............................... $ 2,136,646 $ 3,400,764 $ 6,296,320 $ 1,184,000 $ 1,812,000
Income taxes........................... -- -- -- -- 300,000
</TABLE>

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

F-133
<PAGE> 246

VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

Varilease Corporation (the "Company") was organized in 1987 in the State of
Michigan. The Company's principal business activity is acquiring computer,
computer-related and telecommunications equipment for sale or lease, as lessor,
under direct financing or operating leases.

The Company's principal operating facilities are located in Detroit, MI,
with operations in St. Louis, MO and Phoenix, AZ. Lessees are located in 45
states, and financing is provided through a variety of lease structures.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, recovery of residual values of leased equipment and depreciation.

Principles of consolidation. The consolidated financial statements include
the accounts of Varilease Corporation and its wholly owned subsidiary, Varilease
Capital Corporation. All significant intercompany transactions have been
eliminated.

Investments. Investments in entities that are 20% owned are accounted for
on the equity method of accounting. All significant intercompany transactions
have been eliminated.

Accounts receivable. Accounts receivable primarily consists of lease
payments due from lessees on operating leases and from other parties for the
sale of equipment.

Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values, deferred
initial direct costs accounted for in accordance with Statement of Financial
Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs
Associated with Originating or Acquiring Loans and Initial Direct Costs of
Leases" and unearned finance income. Unearned finance income represents the
excess of the total receivable plus the estimated residual value over the cost
of equipment or contract acquired. Revenue from direct financing leases is
recognized over the lease term on the interest method which results in a level
rate of return on the net investment in the lease. Initial direct costs related
to leases retained are capitalized and amortized over the lease term.

At the inception of the lease, management uses available evidence and
historical experience to estimate the residual value at the end of the lease
term. Estimated residual values not guaranteed by lessees are reviewed quarterly
and adjusted to reflect declines in current market value.

The Company also sells selected direct financing leases. For these
transactions subsequent to December 31, 1996, the Company follows Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities." The difference between
the sales price and the net investment in direct financing leases is recognized
as a gain or loss. For such transactions prior to January 1, 1997, the Company
followed Statement of Financial Accounting Standards No. 77 "Reporting by
Transferors for Transfers of Receivables with Recourse." The difference between
the sale price and the net receivable is recognized as a gain or loss.

Operating leases. All lease transactions not qualifying as direct
financing leases are classified as operating leases. Revenue is recognized over
the minimum term of the operating lease on a straight-line basis.

F-134
<PAGE> 247
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Equipment under operating leases is depreciated to its estimated residual
value on a straight-line basis over the minimum term of the lease.

Initial direct costs related to leases retained are capitalized and
amortized over the lease term.

Equipment under lease held for sale. Computer and other equipment under
lease held for sale is stated at the lower of cost or fair market value of the
equipment.

Depreciation. Property and equipment is depreciated over the useful lives
of the related asset on methods which approximate a straight-line basis. Useful
lives range from three to five years for equipment and to 31 years for a
building.

Income taxes. Prior to October 1, 1996, the Company elected to be taxed as
a Subchapter S Corporation for federal income tax purposes. As a result, no
taxes were recorded prior to that date. Instead, the operating results of the
Company are included in the tax returns of the individual stockholders.
Effective October 1, 1996, the Company discontinued its election to be treated
as an S Corporation and elected to be taxed as a C Corporation.

Subsequent to September 30, 1996, the Company accounted for income taxes
under the liability method. Under this method, deferred tax assets and
liabilities are determined based on the differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The initial adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"), resulted in the recording of a
deferred tax liability of $3,789,000 at October 1, 1996.

The unaudited pro forma income tax information included in the Consolidated
Statement of Operations is presented in accordance with SFAS 109, as if the
Company had been subject to federal and state income taxes for the periods
presented for which it operated as an S Corporation.

Cash and cash equivalents. For purposes of the Consolidated Statement of
Cash Flows, the Company considers all highly liquid debt instruments purchased
with an original maturity of three months or less to be cash equivalents.

Unaudited interim financial information. The interim financial data as of
December 31, 1997 and for the three months ended December 31, 1996 and 1997 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations and of cash
flows for the interim periods. Such interim financial data is not necessarily
indicative of results for the entire fiscal year including such interim periods.

Fair value of financial instruments. The carrying value of the Company's
financial instruments, including cash, accounts receivable, and accounts payable
approximated fair value because of the short maturity of these instruments. The
carrying value of long-term receivables and payables approximated fair value
based upon comparability of market rates for similar instruments.

F-135
<PAGE> 248
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 3--LEASING TRANSACTIONS

Direct financing leases. Direct financing leases consist principally of
computer and computer-related equipment with terms ranging to five years. The
components of the Company's net investment in direct financing leases at
September 30, 1996 and 1997 were as follows:

<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Future minimum rentals receivable................ $46,464,069 $ 68,644,752
Estimated unguaranteed residual values........... 5,172,570 7,285,516
Unearned finance income.......................... (9,649,032) (11,462,347)
Deferred initial direct costs, net............... 1,061,370 1,293,658
----------- ------------
$43,048,977 $ 65,761,579
=========== ============
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
-------------
<S> <C>
1998........................................................ $27,283,124
1999........................................................ 23,851,105
2000........................................................ 11,898,272
2001........................................................ 4,289,228
2002........................................................ 1,323,023
-----------
$68,644,752
===========
</TABLE>

Operating leases. The Company is the lessor of primarily computer and
computer-related equipment under operating leases. The components of equipment
on operating leases at September 30, 1996 and 1997, were as follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Cost............................................. $13,765,398 $28,645,164
Deferred initial direct costs, net............... 185,433 264,546
----------- -----------
13,950,831 28,909,710
Accumulated depreciation......................... (4,437,221) (8,922,463)
----------- -----------
$ 9,513,610 $19,987,247
=========== ===========
</TABLE>

Future minimum rentals receivable under noncancelable operating leases were
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
-------------
<S> <C>
1998........................................................ $ 9,146,272
1999........................................................ 6,202,879
2000........................................................ 1,460,020
2001........................................................ 74,393
2002........................................................ 14,246
-----------
$16,897,810
===========
</TABLE>

F-136
<PAGE> 249
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 3--LEASING TRANSACTIONS (CONTINUED)
Significant concentrations. During the years ended September 30, 1996 and
1997, one lessee accounted for 19% and 53%, respectively, of the Company's total
lease originations, and 24% and 66%, respectively, of the Company's total lease
sales. The majority of the Company's net lease receivables are collateralized by
the underlying leased equipment, which is concentrated in computer and
computer-related equipment.

NOTE 4--INVESTMENTS

The Company's investments at September 30, 1996 and 1997 were as follows:

<TABLE>
<CAPTION>
1996 1997
-------- ----------
<S> <C> <C>
30% and 20% interest in a limited partnership at
September 30, 1996 and 1997, respectively........... $553,472 $1,585,480
20% interest in a limited liability corporation....... -- 614,288
-------- ----------
$553,472 $2,199,768
======== ==========
</TABLE>

In July 1995, the Company entered into a limited partnership with GATX
Capital Corporation and holds a 30% and 20% ownership interest in the limited
partnership at September 30, 1996 and 1997, respectively. The Company accounts
for this investment under the equity method. The Company sells qualifying leases
to the limited partnership, and for the year ended September 30, 1996 and 1997,
these sales totaled $8,513,397 and $2,400,550, respectively. The Company earns
an origination fee for originating the lease, and management fees for servicing
the lease portfolio. Management fees are recognized in income over the life of
the respective lease on which the fees are earned. In the opinion of management,
the terms and conditions of these transactions are no less favorable than those
that would be entered into with an unrelated party.

In April 1997, the Company formed a limited liability corporation in which
it holds a 20% interest and Cargill Leasing Corporation holds an 80% interest.
The Company accounts for this investment under the equity method. The Company
sells qualifying leases to the limited liability corporation, and for the year
ended September 30, 1997, these sales totaled $24,479,402. The Company earns an
origination fee for originating the lease, and management fees for servicing the
lease portfolio. Management fees are recognized in income over the life of the
respective lease on which the fees are earned. In the opinion of management, the
terms and conditions of these transactions are no less favorable than those that
would be entered into with an unrelated party.

NOTE 5--PROPERTY AND EQUIPMENT

The components of property and equipment at September 30, 1996 and 1997
were as follows:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Building and improvements............................ $1,689,847 $1,696,059
Furniture and fixtures............................... 421,900 455,866
---------- ----------
2,111,747 2,151,925
Accumulated depreciation............................. (266,756) (372,352)
---------- ----------
$1,844,991 $1,779,573
========== ==========
</TABLE>

F-137
<PAGE> 250
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 6--ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The components of accounts payable and accrued expenses at September 30,
1996 and 1997 were as follows:

<TABLE>
<CAPTION>
1996 1997
---------- -----------
<S> <C> <C>
Accounts payable.................................... $3,283,279 $ 4,481,740
Accrued commissions................................. 1,425,716 2,147,402
Unremitted and unpaid sales tax, including accrued
interest and penalties of $180,000 and $238,000... 1,243,732 2,379,197
Deferred income..................................... 500,000 994,314
Accrued interest.................................... 165,557 187,496
Other............................................... 75,971 124,593
---------- -----------
$6,694,255 $10,314,742
========== ===========
</TABLE>

Unremitted and unpaid sales tax includes sales and use tax remitted by
lessees arising from lease transactions in various states, and include certain
remittances received since 1990 related to certain tax jurisdictions.

NOTE 7--NOTES PAYABLE

Notes payable at September 30, 1996 and 1997 consisted of the following:

<TABLE>
<CAPTION>
1996 1997
----------- ------------
<S> <C> <C>
Line of credit facility........................... $ 8,202,716 $ 5,483,992
Notes payable..................................... 2,999,911 2,053,897
Nonrecourse debt secured by equipment and lease
payments........................................ 49,374,535 115,183,233
Note payable to related parties................... 163,274 --
----------- ------------
$60,740,436 $122,721,122
=========== ============
</TABLE>

Line of credit facility. The Company has a $13.5 million line of credit
facility with a financial institution which is subject to annual renewal. The
line of credit is secured by accounts receivable and equipment. Interest on
borrowings outstanding from time to time is at the lender's prime lending rate
(8.0% and 8.75% at September 30, 1996 and 1997, respectively) and is payable
monthly. The maximum amount outstanding during the years ended September 30,
1995, 1996 and 1997 was $3,507,182, $9,293,097 and $12,194,107, respectively.

Notes payable. At September 30, 1996 and 1997, the Company has various
notes payable due to other parties, with terms ranging to 36 months. Interest on
these notes ranges from 12% to 14% and is payable on maturity of the respective
notes payable. These notes payable are secured by a secondary interest in the
underlying equipment.

Nonrecourse debt. The Company has certain borrowings outstanding from
financial institutions on a nonrecourse basis. Under these borrowings, the
Company assigns all lease payments due under the applicable leases and grants a
security interest in the leased equipment to the lending institution. In the
event of a default by a lessee, the lender has a security interest in the lease
payments and underlying equipment, but has no recourse against the Company.
Interest on these borrowings is fixed at the time of the advance to the Company,
with rates ranging from 6.7% to 10.8% at September 30, 1996 and 1997,
respectively.

F-138
<PAGE> 251
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 7--NOTES PAYABLE (CONTINUED)
FUTURE MINIMUM PRINCIPAL PAYMENTS

The aggregate annual maturities of the notes as of September 30, 1997 were
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30, NONRECOURSE RECOURSE
------------- ------------ ----------
<S> <C> <C>
1998............................................. $ 41,460,578 $7,537,889
1999............................................. 37,412,372 --
2000............................................. 22,244,444 --
2001............................................. 12,141,664 --
2002............................................. 1,924,175 --
------------ ----------
$115,183,233 $7,537,889
</TABLE>

NOTE 8--EMPLOYEE BENEFITS

The Company adopted a 401(k) Plan effective October 1, 1994. The master
agreement allows for eligible employees to have a percentage of their pre-tax
pay contributed to the plan. The Company does not contribute to the plan.

NOTE 9--RELATED PARTY TRANSACTIONS

At September 30, 1996 and 1997, the Company held an unsecured note
receivable from a majority stockholder totaling $876,000 and $522,104,
respectively. The note bears interest at 9% per annum and is due on demand.

At September 30, 1996 and 1997, the Company held unsecured notes receivable
of $133,386 and $249,885, respectively, from entities in which the Company's
majority stockholder owns a majority interest. The notes receivable bear
interest at 8% and are due upon demand.

At September 30, 1996, the Company had borrowings of $163,274 from the
majority stockholder. The unsecured note payable bears interest at 6% and is due
on demand.

NOTE 10--CONCENTRATION OF CREDIT RISK

The Company maintains cash accounts at five banks. Cash accounts at the
banks are insured by the Federal Deposit Insurance Corporation for up to
$100,000. Amounts in excess of insured limits were $4,589,922 and $4,000,034 at
September 30, 1996 and 1997, respectively.

F-139
<PAGE> 252
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 11--INCOME TAXES

The Company's provision for income tax expense was composed of the
following for the year ended September 30, 1997:

<TABLE>
<S> <C>
Current: $ --
Federal................................................... --
State..................................................... --
-----------
Total current........................................ --
-----------
Deferred:
Federal................................................... 7,820,000
State..................................................... 910,000
Adoption of SFAS 109 due to discontinuance of S
Corporation election (approximately $395,000 of state
deferred tax).......................................... 3,789,000
-----------
12,519,000
Benefit of net operating loss carryforward................ (6,234,000)
-----------
Total deferred....................................... $ 6,285,000
===========
</TABLE>

The effective income tax rate for the year ended September 30, 1997 varied
from the federal statutory rate as follows:

<TABLE>
<S> <C>
Tax provision computed at statutory 35% rate................ $2,129,000
State taxes, net of federal benefit......................... 248,000
Other....................................................... 119,000
Adoption of SFAS 109 due to discontinuance of S Corporation
election.................................................. 3,789,000
----------
$6,285,000
==========
</TABLE>

The components of net deferred tax liability at September 30, 1997 were as
follows:

<TABLE>
<S> <C>
Deferred tax liabilities:
Lease revenue and related depreciation.................... $(12,177,000)
Other..................................................... (342,000)
------------
(12,519,000)
Deferred tax assets:
Net operating loss carryforward........................... 6,234,000
------------
$ (6,285,000)
============
</TABLE>

The net operating loss carryforward expires in 2012 unless utilized sooner.
Subsequent to the contemplated merger as discussed in Note 13, the utilization
of the Company's net operating loss carryforward may be limited.

NOTE 12--COMMITMENTS AND CONTINGENCIES

In conjunction with the Company's acquisition of certain assets of a
leasing entity ("Seller") seeking protection from creditors under Chapter 11 of
the United States Bankruptcy Code and the signing of a remarketing agreement for
certain leases, the Company guaranteed to the Seller $14,400,000 of net proceeds
from the results of remarketing activities for certain leases held by the
Seller. The Company believes that the remarketing proceeds generated by the sale
or release of the assets underlying the leases will be sufficient to satisfy, in
its entirety, the Company's obligation. At September 30, 1997, the Company's
guaranteed obligation which remained unpaid approximated $3,000,000.

F-140
<PAGE> 253
VARILEASE CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED

NOTE 12--COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company is party from time to time in various legal proceedings
incidental to its business. In the opinion of management, the resolution of
these items, individually or in the aggregate, would not have a significant
effect on the financial position, results of operations, or cash flows of the
Company.

NOTE 13--SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.

F-141
<PAGE> 254

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
The Walden Asset Group, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of The Walden Asset Group, Inc. at
December 31, 1996 and 1997, and the 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. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
January 20, 1998

F-142
<PAGE> 255

THE WALDEN ASSET GROUP, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 949,301 $ 692,591
Accounts receivable......................................... 1,001,526 697,384
Equipment acquired to fulfill leasing commitments or held
for sale or lease......................................... 2,918,690 4,813,860
Net investment in direct financing leases................... 42,732,264 51,712,945
Equipment under operating leases, net....................... 1,500,281 3,667,344
Deposits, prepaid expenses and other assets................. 78,707 97,913
----------- -----------
Total assets........................................... $49,180,769 $61,682,037
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable:
Recourse.................................................. $ 802,132 $ 560,642
Nonrecourse............................................... 43,149,230 53,431,569
Accounts payable and accrued expenses....................... 2,242,438 2,553,492
----------- -----------
Total liabilities...................................... 46,193,800 56,545,703
----------- -----------
Commitments (Notes 6 and 8)
Stockholders' equity:
Common stock, no par value, 10,000 shares authorized,
3,000 issued and outstanding........................... -- --
Additional paid-in capital................................ 75,000 75,000
Retained earnings......................................... 2,911,969 5,061,334
----------- -----------
Total stockholders' equity............................. 2,986,969 5,136,334
----------- -----------
Total liabilities and stockholders' equity............. $49,180,769 $61,682,037
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-143
<PAGE> 256

THE WALDEN ASSET GROUP, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1995 1996 1997
---------- ---------- -----------
<S> <C> <C> <C>
Finance income from direct financing leases.......... $3,261,517 $4,233,760 $ 6,575,218
Rental income from operating leases.................. 313,834 315,705 1,542,727
Sales of equipment................................... 73,865 1,089,232 1,046,517
Gain on sale of leases............................... 1,502,524 1,470,322 572,689
Remarketing income................................... 72,747 470,368 602,485
---------- ---------- -----------
Total revenues.................................. 5,224,487 7,579,387 10,339,636
---------- ---------- -----------
Depreciation on equipment under operating leases..... 179,821 242,725 682,916
Cost of equipment sold............................... -- 898,776 389,486
Interest expense..................................... 2,123,620 3,110,215 3,867,529
Selling, general and administrative.................. 1,790,083 2,384,706 3,128,340
---------- ---------- -----------
Total expenses.................................. 4,093,524 6,636,422 8,068,271
---------- ---------- -----------
Income before income taxes........................... 1,130,963 942,965 2,271,365
Provision for income taxes........................... 55,000 48,000 122,000
---------- ---------- -----------
Net income........................................... $1,075,963 $ 894,965 $ 2,149,365
========== ========== ===========
Unaudited pro forma information (Note 2):
Pro forma income before income taxes............... $1,130,963 $ 942,965 $ 2,271,365
Pro forma provision for income taxes............... 444,000 389,000 911,000
---------- ---------- -----------
Pro forma net income............................ $ 686,963 $ 553,965 $ 1,360,365
========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-144
<PAGE> 257

THE WALDEN ASSET GROUP, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------ ADDITIONAL
NUMBER OF PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
--------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995................. 3,000 $ -- $75,000 $ 996,649 $1,071,649
Net income............................. -- -- -- 1,075,963 1,075,963
----- ------ ------- ---------- ----------
Balance, December 31, 1995............... 3,000 -- 75,000 2,072,612 2,147,612
Net income............................. -- -- -- 894,965 894,965
Cash distributions to stockholders..... -- -- -- (55,608) (55,608)
----- ------ ------- ---------- ----------
Balance, December 31, 1996............... 3,000 -- 75,000 2,911,969 2,986,969
Net income............................. -- -- -- 2,149,365 2,149,365
----- ------ ------- ---------- ----------
Balance, December 31, 1997............... 3,000 $ -- $75,000 $5,061,334 $5,136,334
===== ====== ======= ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-145
<PAGE> 258

THE WALDEN ASSET GROUP, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income..................................... $ 1,075,963 $ 894,965 $ 2,149,365
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation of operating lease equipment... 179,821 242,725 682,916
Gain on sale of leases...................... (1,502,524) (1,470,322) (572,689)
Gain on sale of equipment................... (73,865) (190,456) (657,031)
Provision for lease losses.................. (30,000) -- --
Changes in other assets and liabilities:
Accounts receivable....................... (195,672) (292,324) 304,142
Equipment acquired to fulfill leasing
commitments or held for sale or
lease.................................. (2,602,203) 173,272 (1,895,170)
Deposits, prepaid expenses and other
assets................................. (71,446) 18,105 (19,206)
Accounts payable and accrued expenses..... 1,295,425 269,236 311,054
------------ ------------ ------------
Net cash (used in) provided by operating
activities..................................... (1,924,501) (354,799) 303,381
------------ ------------ ------------
Cash flows from investing activities:
Investment in direct financing leases.......... (18,252,642) (19,504,543) (26,269,030)
Collections of direct financing leases, net of
finance income earned....................... 8,643,237 10,570,839 17,288,349
Proceeds from sale of direct financing
leases...................................... 42,685,341 62,949,333 30,141,526
Purchases of equipment for sale or lease....... (41,157,570) (63,487,814) (32,808,302)
Proceeds from sales of equipment............... 73,865 1,089,232 1,046,517
------------ ------------ ------------
Net cash used in investing activities............ (8,007,769) (8,382,953) (10,600,940)
------------ ------------ ------------
Cash flows from financing activities:
Proceeds from notes payable.................... 18,086,338 23,547,934 30,793,837
Repayment of notes payable..................... (8,662,017) (14,208,176) (20,752,988)
Cash distributions to stockholders............. -- (55,608) --
------------ ------------ ------------
Net cash provided by financing activities........ 9,424,321 9,284,150 10,040,849
------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents.................................... (507,949) 546,398 (256,710)
Cash and cash equivalents at beginning of year... 910,852 402,903 949,301
------------ ------------ ------------
Cash and cash equivalents at end of year......... $ 402,903 $ 949,301 $ 692,591
============ ============ ============
Supplemental disclosures of cash flow
information:
Cash paid for:
Interest.................................... $ 2,095,036 $ 3,091,608 $ 3,765,914
State income taxes.......................... 5,831 5,671 10,489
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-146
<PAGE> 259

THE WALDEN ASSET GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1--NATURE OF OPERATIONS

The Walden Asset Group, Inc. (the "Company") is a Massachusetts
corporation, established in February 1991, under Subchapter S of the Internal
Revenue Code. Its principal business activity is the structuring of lease
financing to assist customers in the acquisition of capital and production
equipment, and computer hardware and peripherals.

The Company operates from locations in Wellesley, MA, Delmar, NY,
Northfield, OH and Norwalk, CT. Lessees are located in 15 states, and financing
is provided through a variety of lease structures.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. While management believes that the estimates and
related assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and direct financing
leases, recovery of residual values of leased equipment and depreciation.

Cash and cash equivalents. For purposes of the Statement of Cash Flows,
the Company considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents. The Company maintains cash balances
at financial institutions which, at times, are in excess of federally insured
limits.

Accounts receivable. Accounts receivable primarily consists of lease
payments receivable from lessees on operating leases and remarketing fees
receivable.

Direct financing leases. The Company invests in leases classified as
direct financing leases. The Company's net investment in direct financing leases
includes the gross rentals receivable, estimates of residual values and unearned
finance income. Unearned finance income represents the excess of the total
receivable plus the estimated residual value over the cost of equipment
acquired. Revenue from direct financing leases is recognized over the lease term
on the interest method which results in a level rate of return on the net
investment in the lease. Management does not consider initial direct costs
related to leasing activities material for capitalization; accordingly, such
costs are charged to operations in the period incurred.

The Company has, from time-to-time, sold selected direct financing leases.
The Company follows Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." The difference between the sales price and the net investment
in direct financing leases is recognized as a gain or loss. For such
transactions prior to January 1, 1997, the Company followed Statement of
Financial Accounting Standards No. 77, "Reporting by Transferors for Transfers
of Receivables with Recourse." The difference between the sales price and the
net receivable is recognized as a gain or loss.

Operating leases. All lease transactions not qualifying as direct
financing are classified as operating leases. Revenue is recognized over the
minimum term of operating leases on a straight-line basis. Equipment under
operating leases is depreciated to its estimated residual value on a
straight-line basis over five years.

Equipment acquired to fulfill leasing commitments. Computer and other
equipment acquired to fulfill leasing commitments represents cost of equipment
purchased pursuant to firm leasing commitments which will be delivered to
lessees in the near term.

F-147
<PAGE> 260
THE WALDEN ASSET GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income taxes. The Company has elected S Corporation status under the
Internal Revenue Code. As an S Corporation, the Company generally is not subject
to federal income taxes since the revenues and expenses of the Company are
included in the tax returns of the individual stockholders. The Company is
directly liable for state income and franchise taxes in certain jurisdictions.

There are differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities primarily related to direct
financing leases. At December 31, 1997, the Company's net assets for financial
reporting purposes exceeds the tax basis by approximately $3,064,000. In
connection with the proposed merger with UniCapital Corporation, as discussed in
Note 8, the Company's S Corporation election will terminate and the tax effect
of the net difference between the book and tax bases of net assets at that date
will be recorded in the financial statements.

The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal and state income taxes for all periods presented.

NOTE 3--RELATED PARTY TRANSACTIONS

The Company periodically sells, for cash, its rights under certain
remarketing contracts to Walden Asset Associates, a New York partnership. The
Company and its three stockholders have equal ownership interests in the
partnership. Proceeds generated by the partnership from remarketing activities
are used to fund the key man life insurance policies on the Company's
stockholders. During 1997, remarketing income of $10,000 was recorded from these
transactions. There was no such activity in 1995 or 1996.

NOTE 4--LEASING TRANSACTIONS

Direct financing leases. Direct financing leases consist principally of
capital equipment (such as forklifts), media production and telecommunications
equipment, computer hardware and peripherals, and furniture with terms ranging
to five years. The components of the Company's net investment in direct
financing leases at December 31, 1996 and 1997 were as follows:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Future minimum rentals receivable........................ $49,671,546 $59,343,233
Estimated unguaranteed residual values................... 2,128,692 2,929,140
Unearned finance income.................................. (8,997,974) (10,489,428)
----------- -----------
42,802,264 51,782,945
Allowance for lease losses............................... (70,000) (70,000)
----------- -----------
$42,732,264 $51,712,945
=========== ===========
</TABLE>

F-148
<PAGE> 261
THE WALDEN ASSET GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 4--LEASING TRANSACTIONS (CONTINUED)
Future minimum rentals receivable represent earning assets held by the
Company which are generally due in monthly installments over original periods
ranging to 60 months. Future minimum rentals receivable under direct financing
leases were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $20,146,886
1999........................................................ 19,091,982
2000........................................................ 10,602,420
2001........................................................ 6,508,917
2002........................................................ 2,264,911
Thereafter.................................................. 728,117
-----------
$59,343,233
===========
</TABLE>

Operating leases. The Company is the lessor of various types of equipment
under operating leases, principally forklifts, production equipment and
furniture. The components of equipment on operating leases at December 31, 1996
and 1997 were as follows:

<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Cost............................................... $1,699,370 $4,508,668
Accumulated depreciation........................... (199,089) (841,324)
---------- ----------
$1,500,281 $3,667,344
========== ==========
</TABLE>

Future minimum rentals receivable under noncancelable operating leases were
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $1,337,735
1999........................................................ 922,376
2000........................................................ 433,734
2001........................................................ 223,173
2002........................................................ 119,326
----------
$3,036,344
==========
</TABLE>

Significant lease terms. The Company's lease agreements provide that the
lessee pay taxes, insurance and maintenance costs. Lease agreements generally
provide for penalty provisions in the event of early termination.

Significant concentrations. The Company's significant customers comprising
greater than 10% of the balance of the Company's net investment in direct
financing leases at December 31, 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------
CUSTOMER 1996 1997
-------- ---- ----
<S> <C> <C>
A........................................................... 12% 13%
B........................................................... 13 12
C........................................................... 12 11
D........................................................... -- 11
</TABLE>

F-149
<PAGE> 262
THE WALDEN ASSET GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 5--NOTES PAYABLE

Notes payable at December 31, 1996 and 1997 consisted of the following:

<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Line of credit................................... $ 66,373 $ --
Recourse installment notes collateralized by
equipment and lease payments................... 735,759 560,642
Nonrecourse installment notes collateralized by
equipment and lease payments................... 43,149,230 53,431,569
----------- -----------
$43,951,362 $53,992,211
=========== ===========
</TABLE>

Line of credit. The Company has a $4,000,000 line of credit with a
financial institution, due on demand, all of which was unused at December 31,
1997. The line of credit agreement expires in May 1998, is collateralized by a
security interest in the assets of the Company, and is guaranteed jointly and
severally by the stockholders. Interest on the facility is computed at the prime
lending rate adjusted for a margin depending on the credit of the underlying
lessee. The maximum amounts outstanding were $2,837,095 and $1,050,000 during
the years ended December 31, 1996 and 1997, respectively.

The terms of the line of credit agreement contain restrictions, including
net worth requirements, profitability metrics and certain ratios. As of December
31, 1996 and 1997, the Company was in compliance with the restrictive covenants.

Recourse notes payable. At December 31, 1996 and 1997, the Company had
$735,759 and $560,642, respectively, in notes payable to a financial
institution, due in monthly installments of principal and interest at rates
ranging from 8.39% to 9.35%, through August 2000. The recourse notes are
collateralized by certain leases.

The aggregate annual maturities of the notes as of December 31, 1997 were
as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $431,239
1999........................................................ 121,173
2000........................................................ 8,230
--------
$560,642
========
</TABLE>

Nonrecourse installment notes. The Company has certain borrowings
outstanding from financial institutions on a nonrecourse basis. Under these
borrowings, the Company assigns all lease payments due under the applicable
leases and grants a security interest in the leased equipment to the lending
institution. In the event of a default by a lessee, the lender has a security
interest in the lease payments and underlying equipment, but has no further
recourse against the Company. Interest on these borrowings is fixed at the time
of the advance to the Company, with rates primarily ranging from 6% to 9% at
December 31, 1996 and 1997, respectively. The aggregate annual maturities of
these notes were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $17,490,756
1999........................................................ 17,488,682
2000........................................................ 10,046,264
2001........................................................ 3,930,158
2002........................................................ 4,475,709
-----------
$53,431,569
===========
</TABLE>

F-150
<PAGE> 263
THE WALDEN ASSET GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--CONTINUED

NOTE 6--COMMITMENTS

The Company leases office space under noncancelable operating leases and
other month-to-month arrangements. Rent expense was $33,705, $35,027, and
$63,620 for the years ended December 31, 1995, 1996 and 1997, respectively.
Future minimum rental payments under the lease agreements were as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998........................................................ $ 49,775
1999........................................................ 40,800
2000........................................................ 40,800
2001........................................................ 40,800
2002........................................................ 13,600
--------
$185,775
========
</TABLE>

NOTE 7--EMPLOYEE BENEFIT PLAN

The Company maintains a profit sharing plan covering all full-time
employees of the Company. Contributions to the plan are made at the discretion
of the Board of Directors. In addition, the Company maintains a defined
contribution pension plan under which contributions are based upon a percentage
of compensation for all eligible employees meeting certain service requirements.
The Company contributed $100,000, $103,000 and $111,000 to the plans for the
years ended December 31, 1995, 1996 and 1997, respectively.

NOTE 8--SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a merger agreement with
UniCapital Corporation ("UniCapital") pursuant to which UniCapital will acquire
all outstanding shares of the Company's common stock in exchange for cash and
common stock of UniCapital, concurrent with the consummation of the initial
public offering of the common stock of UniCapital.

F-151
<PAGE> 264

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth fees payable to the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc., and other
estimated expenses expected to be incurred in connection with issuance and
distribution of securities being registered. All such fees and expenses shall be
paid by the Company.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 185,850
NASD Fee.................................................... 30,500
New York Stock Exchange Application Fee..................... *
Printing and Engraving Expenses............................. *
Accounting Fees and Expenses................................ *
Legal Fees and Expenses..................................... *
Directors and Officers Insurance............................ *
Transfer Agent Fees and Expenses............................ *
Miscellaneous............................................... *
----------
Total..................................................... $8,000,000
==========
</TABLE>

- ---------------
* To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 10 of the
registrant's Certificate of Incorporation provides that the personal liability
of directors of the registrant is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.

Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article 7 of the registrant's Bylaws provides that the registrant will indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another entity, against certain liabilities, costs and
expenses. Article 7 further permits the registrant to maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
registrant, or is or was serving at the request of the registrant as a director,
officer, employee or agent of another entity, against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the registrant would have the power to
indemnify such person against such liability under the DGCL. The registrant
expects to maintain directors' and officers' liability insurance.

Under Section 7(b) 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 of 1933, as amended (the "Securities Act"). Reference is made to
the form of Underwriting Agreement filed as Exhibit 1.01 hereto.

II-1
<PAGE> 265

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since October 9, 1997, the registrant has sold the following shares of its
common stock. Each transaction was intended to be exempt from registration in
reliance upon Section 4(2) of the Securities Act.

<TABLE>
<CAPTION>
NO. OF SHARES OF AGGREGATE
PURCHASER DATE COMMON STOCK CONSIDERATION
--------- ------------------ ---------------- -------------
<S> <C> <C> <C>
Robert J. New................................... October 9, 1997 2,000,000 $100,000
Jonathan J. Ledecky............................. October 9, 1997 2,000,000 $100,000
The Kalb Family Trust........................... October 20, 1997 250,000 $ 12,500
Jonathan New.................................... October 20, 1997 100,000 $ 5,000
Steven Frederick................................ October 20, 1997 25,000 $ 1,250
Mark Liebman.................................... October 20, 1997 25,000 $ 1,250
Vincent W. Eades................................ October 20, 1997 75,000 $ 3,750
Edward J. Mathias............................... October 20, 1997 25,000 $ 1,250
Ellen Mathias................................... October 20, 1997 50,000 $ 2,500
John A. Quelch.................................. October 20, 1997 75,000 $ 3,750
H. Steve Swink.................................. October 20, 1997 100,000 $ 5,000
Allan Yarkin.................................... October 20, 1997 70,000 $ 3,500
The Genna Rachel Yarkin Trust................... October 20, 1997 25,000 $ 1,250
The Sophie Yarkin Trust......................... October 20, 1997 25,000 $ 1,250
Henry W. Boyce, III............................. October 20, 1997 5,000 $ 250
Bruce E. Kropschot.............................. November 13, 1997 250,000 $ 12,500
Bruce E. Kropschot.............................. December 14, 1997 150,000 $ 75,000
Michael Kalb.................................... December 31, 1997 26,250 $ 78,750
Gaston Friedlander Irrevocable Trust............ January 3, 1998 183,750 $551,250
Martin Kalb..................................... January 16, 1998 75,000 $225,000
Michael Rabinovitch............................. January 16, 1998 26,250 $ 78,750
Jonathan New.................................... January 18, 1998 52,500 $157,500
Bruce E. Kropschot.............................. January 23, 1998 20,000 $ 60,000
Steven E. Hirsch................................ January 24, 1998 315,000 $945,000
The G&T Trust................................... January 25, 1998 210,000 $630,000
Jonathan J. Ledecky............................. January 29, 1998 75,000 $225,000
Robert J. New................................... January 29, 1998 75,000 $225,000
Martin Kalb..................................... January 29, 1998 75,000 $225,000
Jonathan New.................................... January 29, 1998 25,000 $ 75,000
The G&T Trust................................... January 29, 1998 10,000 $ 30,000
Bruce E. Kropschot.............................. February 2, 1998 50,000 $150,000
Theodore J. Rogenski............................ February 4, 1998 200,000 $600,000
Robert Seaman................................... February 5, 1998 50,000 $150,000
Robert J. New................................... February 17, 1998 40,000 $400,000
Jonathan J. Ledecky............................. February 17, 1998 40,000 $400,000
</TABLE>

In addition, as of February 14, 1998 and February 16, 1998, the registrant
entered into 10 Amended and Restated Agreements and Plans of Contribution and
two Amended and Restated Purchase Agreements, pursuant to which the registrant
has agreed to issue an aggregate of 13,334,064 shares of its common stock and to
grant to certain employees of the entities that are parties to such agreements
(other than the registrant) options to purchase that number of shares of its
common stock as equals 6.25% of the consideration (as set forth in such
agreements) to be paid in such transactions. Each such transaction was intended
to be exempt from registration in reliance upon Section 4(2) of the Securities
Act.

II-2
<PAGE> 266

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this registration
statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1.01 Form of Underwriting Agreement**
2.01 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, ACR Acquisition Corp.,
American Capital Resources, Inc. and Michael B. Pandolfelli
and Gerald P. Ennella, dated as of February 14, 1998.*
2.02 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, BCG Acquisition Corp.,
Boulder Capital Group, Inc., Roy L. Burger and Carl M.
Williams, dated as of February 14, 1998.*
2.03 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, CLA Acquisition Corp.,
Stuart L. Cauff, The 1998 Cauff Family Trust, Wayne D.
Lippman and The 1998 Lippman Family Trust, dated as of
February 14, 1998.*
2.04 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, JCS Acquisition Corp.,
Jacom Computer Services, Inc. and John L. Alfano, dated as
of February 16, 1998.*
2.05 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, KSTN Acquisition Corp.,
K.L.C., Inc. and Alan H. Kaufman and Edgar W. Lee, dated as
of February 14, 1998.*
2.06 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, XFC Acquisition Corp.,
Matrix Funding Corporation, and Richard C. Emery, J. Robert
Bonnemort, David A. DiCesaris, Jack S. and Judith F. Emery,
Trustees for Jack S. Emery Trust, Alvin W. and Lila E.
Emery, Trustees for Alvin W. and Lila E. Emery Trust, JSE
Partners, Ltd., a Utah Limited Partnership, LBK Limited
Partnership, a Utah Limited Partnership, John I. Kasteler,
Jr., Craig C. Mortensen, Shanni Staker, and Christian F.
Emery, dated as of February 14, 1998.*
2.07 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, MFA Acquisition Corp., Merrimac
Financial Associates and Allan Z. Gilbert, Jordan L. Shatz
and Mark F. Cignoli, dated as of February 14, 1998.*
2.08 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, MCMG Acquisition Corp.,
Municipal Capital Markets Group, Inc., and the Stockholders
Named Therein, dated as of February 14, 1998.*
2.09 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, NSJ Acquisition Corp., W.
Jeptha Thornton, Richard C. Giles, Samuel J. Thornton, The
1998 Giles Family Trust and The 1998 Thornton Family Trust,
dated as of February 11, 1998.*
2.10 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, PFSC Acquisition Corp., PFSC Limited
Acquisition Corp., Portfolio Financial Servicing Company,
L.P. and The Partners Listed on the Signature Page, dated as
of February 14, 1998.*
2.11 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, VC Acquisition Corp.,
Varilease Corporation, and the Stockholders of such company
listed on the Signature Page, dated as of February 14,
1998.*
2.12 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, WAG Acquisition Corp., The
Walden Asset Group, Inc. and the Stockholders of such
company listed on the Signature Page, dated as of February
14, 1998.*
3.01 Certificate of Incorporation of UniCapital Corporation, as
amended.**
3.02 Bylaws of UniCapital Corporation.*
5.01 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.**
10.01 Consulting Agreement between UniCapital Corporation and
Theodore J. Rogenski, effective as of February 4, 1998.*
- -----------------------------------------------------------------------
* Previously filed.
** Filed herewith.
++ To be filed by amendment.
</TABLE>

II-3
<PAGE> 267

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.02 Consulting Agreement between UniCapital Corporation and
Bruce E. Kropschot, effective as of November 14, 1997.**
10.03 Consulting Agreement between UniCapital Corporation and
Martin Kalb, effective as of November 1, 1997.*
10.04 Consulting Agreement between UniCapital Corporation and
Steven E. Hirsch, effective as of January 24, 1998.++
10.05 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan.*
10.06 Line of Credit Agreement between UniCapital and Northern
Trust Bank due on July 31, 1998.++
10.07 UniCapital Corporation 1998 Long-Term Incentive Plan.*
10.08 UniCapital Corporation 1998 Non-Employee Directors' Stock
Plan.*
10.09 UniCapital Corporation 1998 Employee Stock Purchase Plan.*
10.10 Form of Employment Agreement between UniCapital Corporation
and Robert J. New.*
10.11 Form of Employment Agreement between UniCapital Corporation
and Jonathan New.*
10.12 Form of Employment Agreement between UniCapital Corporation
and Stuart Cauff.**
10.13 Form of Employment Agreement between UniCapital Corporation
and John L. Alfano.**
23.01 Consent of Price Waterhouse LLP.**
23.02 Consent of KPMG Peat Marwick LLP.**
23.03 Consent of Ernst & Young LLP.**
23.04 Consent of BDO Seidman, LLP.**
23.05 Consent of Coopers & Lybrand L.L.P.**
23.06 Consent of Tanner + Co.**
23.07 Consent of Grant Thornton LLP.**
23.08 Consent of Arthur Andersen LLP.**
23.09 Consent of KPMG Peat Marwick LLP.**
23.10 Consent of Morgan, Lewis & Bockius LLP (to be included in
opinion filed as Exhibit 5.01).**
24.01 Power of Attorney.*
27.01 Financial Data Schedule.*
</TABLE>

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

* Previously filed.

** Filed herewith.

++ To be filed by amendment.

(b) Financial statement schedules have been omitted because they are
inapplicable, are not required under applicable provisions of Regulation S-X, or
the information that would otherwise be included in such schedules is contained
in the registrant's financial statements or accompanying notes.

ITEM 17. UNDERTAKINGS.

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.

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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, 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

II-4
<PAGE> 268

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.

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 registrations
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.

II-5
<PAGE> 269

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on April 15, 1998.

UNICAPITAL CORPORATION

By: /s/ ROBERT J. NEW

------------------------------------
Robert J. New
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>

/s/ ROBERT J. NEW Chairman and Chief Executive Officer April 15, 1998
- ----------------------------------------- and a Director (Principal Executive
Robert J. New Officer)

/s/ JONATHAN NEW Chief Financial Officer (Principal April 15, 1998
- ----------------------------------------- Financial and Accounting Officer)
Jonathan New

* Director April 15, 1998
- -----------------------------------------
Bruce E. Kropschot

* Director April 15, 1998
- -----------------------------------------
Jonathan J. Ledecky

* Director April 15, 1998
- -----------------------------------------
Vincent W. Eades

* Director April 15, 1998
- -----------------------------------------
John A. Quelch

* Director April 15, 1998
- -----------------------------------------
Anthony K. Shriver

*By /s/ ROBERT J. NEW
-------------------------------------
Robert J. New, Attorney-in-fact,
pursuant to powers of attorney
previously
filed as part of this registration
statement.
</TABLE>

II-6
<PAGE> 270

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------- ----------- --------------
<S> <C> <C>
1.01 Form of Underwriting Agreement**
2.01 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, ACR Acquisition Corp.,
American Capital Resources, Inc. and Michael B. Pandolfelli
and Gerald P. Ennella, dated as of February 14, 1998.*
2.02 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, BCG Acquisition Corp.,
Boulder Capital Group, Inc., Roy L. Burger and Carl M.
Williams, dated as of February 14, 1998.*
2.03 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, CLA Acquisition Corp.,
Stuart L. Cauff, The 1998 Cauff Family Trust, Wayne D.
Lippman and The 1998 Lippman Family Trust, dated as of
February 14, 1998.*
2.04 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, JCS Acquisition Corp.,
Jacom Computer Services, Inc. and John L. Alfano, dated as
of February 16, 1998.*
2.05 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, KSTN Acquisition Corp.,
K.L.C., Inc. and Alan H. Kaufman and Edgar W. Lee, dated as
of February 14, 1998.*
2.06 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, XFC Acquisition Corp.,
Matrix Funding Corporation, and Richard C. Emery, J. Robert
Bonnemort, David A. DiCesaris, Jack S. and Judith F. Emery,
Trustees for Jack S. Emery Trust, Alvin W. and Lila E.
Emery, Trustees for Alvin W. and Lila E. Emery Trust, JSE
Partners, Ltd., a Utah Limited Partnership, LBK Limited
Partnership, a Utah Limited Partnership, John I. Kasteler,
Jr., Craig C. Mortensen, Shanni Staker, and Christian F.
Emery, dated as of February 14, 1998.*
2.07 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, MFA Acquisition Corp., Merrimac
Financial Associates and Allan Z. Gilbert, Jordan L. Shatz
and Mark F. Cignoli, dated as of February 14, 1998.*
2.08 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, MCMG Acquisition Corp.,
Municipal Capital Markets Group, Inc., and the Stockholders
Named Therein, dated as of February 14, 1998.*
2.09 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, NSJ Acquisition Corp., W.
Jeptha Thornton, Richard C. Giles, Samuel J. Thornton, The
1998 Giles Family Trust and The 1998 Thornton Family Trust,
dated as of February 14, 1998.*
2.10 Amended and Restated Purchase Agreement by and among
UniCapital Corporation, PFSC Acquisition Corp., PFSC Limited
Acquisition Corp., Portfolio Financial Servicing Company,
L.P. and the Partners Listed on the Signature Page, dated as
of February 14, 1998.*
2.11 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, VC Acquisition Corp.,
Varilease Corporation, and the Stockholders of such company
listed on the Signature Page, dated as of February 14,
1998.*
2.12 Amended and Restated Agreement and Plan of Contribution by
and among UniCapital Corporation, WAG Acquisition Corp., The
Walden Asset Group, Inc. and the Stockholders of such
company listed on the Signature Page, dated as of February
14, 1998.*
</TABLE>

<PAGE> 271

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------- ----------- --------------
<S> <C> <C>
3.01 Certificate of Incorporation of UniCapital Corporation, as
amended.**
3.02 Bylaws of UniCapital Corporation.*
5.01 Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered.**
10.01 Consulting Agreement between UniCapital Corporation and
Theodore J. Rogenski, effective as of February 4, 1998.*
10.02 Consulting Agreement between UniCapital Corporation and
Bruce E. Kropschot, effective as of November 14, 1997.**
10.03 Consulting Agreement between UniCapital Corporation and
Martin Kalb, effective as of November 1, 1997.*
10.04 Consulting Agreement between UniCapital Corporation and
Steven E. Hirsch, effective as of January 24, 1998.++
10.05 UniCapital Corporation 1997 Executive Non-Qualified Stock
Option Plan.*
10.06 Line of Credit Agreement between UniCapital and Northern
Trust Bank due on July 31, 1998.++
10.07 UniCapital Corporation 1998 Long-Term Incentive Plan.*
10.08 UniCapital Corporation 1998 Non-Employee Directors' Stock
Plan.*
10.09 UniCapital Corporation 1998 Employee Stock Purchase Plan.*
10.10 Form of Employment Agreement between UniCapital Corporation
and Robert J. New.*
10.11 Form of Employment Agreement between UniCapital Corporation
and Jonathan New.*
10.12 Form of Employment Agreement between UniCapital Corporation
and Stuart Cauff.**
10.13 Form of Employment Agreement between UniCapital Corporation
and John L. Alfano.**
23.01 Consent of Price Waterhouse LLP.**
23.02 Consent of KPMG Peat Marwick LLP.**
23.03 Consent of Ernst & Young LLP.**
23.04 Consent of BDO Seidman, LLP.**
23.05 Consent of Coopers & Lybrand L.L.P.**
23.06 Consent of Tanner + Co.**
23.07 Consent of Grant Thornton LLP.**
23.08 Consent of Arthur Andersen LLP.**
23.09 Consent of KPMG Peat Marwick LLP.**
23.10 Consent of Morgan, Lewis & Bockius LLP (to be included in
opinion filed as Exhibit 5.01).**
24.01 Power of Attorney (previously filed as to certain
individuals, and included on signature page of this
registration statement as to one further individual).*
27.01 Financial Data Schedule.*
</TABLE>

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

* Previously filed.

** Filed herewith.

++ To be filed by amendment.

<PAGE> 1

Exhibit 1.01

[ ] Shares
---------

UNICAPITAL CORPORATION

COMMON STOCK (PAR VALUE $.001 PER SHARE)

UNDERWRITING AGREEMENT

[ ], 1998
-----------------

<PAGE> 2

[ ], 1998
------

Morgan Stanley & Co. Incorporated
Smith Barney, Inc.
NationsBanc Montgomery Securities LLC
Friedman, Billings, Ramsey & Co., Inc.
c/o Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, New York 10036

Morgan Stanley & Co.
International Limited
Smith Barney, Inc.
NationsBanc Montgomery Securities LLC
Friedman, Billings, Ramsey & Co., Inc.
c/o Morgan Stanley & Co.
International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England

Dear Sirs and Mesdames:

UNICAPITAL CORPORATION, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to the several Underwriters (as defined below) [ ]
shares of its common stock (par value $.001 per share) (the "FIRM SHARES").

It is understood that, subject to the conditions hereinafter stated,
[_________] Firm Shares (the "U.S. FIRM SHARES") will be sold to the several
U.S. Underwriters named in Schedule I hereto (the "U.S. UNDERWRITERS") in
connection with the offering and sale of such U.S. Firm Shares in the United
States and Canada to United States and Canadian Persons (as such terms are
defined in the Agreement Between U.S. and International Underwriters of even
date herewith), and [__________] Firm Shares (the "INTERNATIONAL SHARES") will
be sold to the several International Underwriters named in Schedule II hereto
(the "INTERNATIONAL UNDERWRITERS") in connection with the offering and sale of
such

<PAGE> 3

International Shares outside the United States and Canada to persons other than
United States and Canadian Persons. Morgan Stanley & Co. Incorporated,
Smith Barney, Inc., NationsBanc Montgomery Securities LLC and Friedman,
Billings, Ramsey & Co., Inc. shall act as representatives (the "U.S.
REPRESENTATIVES") of the several U.S. Underwriters, and Morgan Stanley & Co.
International Limited, Smith Barney, Inc. and Friedman, Billings, Ramsey & Co.,
Inc. shall act as representatives (the "INTERNATIONAL REPRESENTATIVES") of the
several International Underwriters. The U.S. Underwriters and the International
Underwriters are hereinafter collectively referred to as the Underwriters.

The Company also proposes to issue and sell to the several U.S.
Underwriters not more than an additional [_______] shares of its common stock
(par value $.001 per share) (the "ADDITIONAL SHARES") if and to the extent that
the U.S. Representatives shall have determined to exercise, on behalf of the
U.S. Underwriters, the right to purchase such shares of common stock granted to
the U.S. Underwriters in Section 2 hereof. The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "SHARES." The shares of
common stock (par value $.001 per share) of the Company to be outstanding after
giving effect to the sales contemplated hereby are hereinafter referred to as
the "COMMON STOCK."

As part of the offering contemplated by this Agreement, the
Underwriters have agreed to reserve out of the Shares up to [_______] shares for
sale to the Company's employees, officers and directors and other parties
associated with the Company (collectively, "PARTICIPANTS"), as set forth in the
Prospectus under the heading "UNDERWRITERS" (the "DIRECTED SHARE PROGRAM"). The
Shares to be sold by the Underwriters pursuant to the Directed Share Program
(the "DIRECTED SHARES") will be sold by the Underwriters pursuant to this
Agreement at the public offering price. Any Directed Shares not orally confirmed
for purchase by any Participants by the end of the first business day after the
date on which this Agreement is executed will be offered to the public by the
Underwriters as set forth in the Prospectus.

It is understood that the Company and its subsidiaries set forth on
Schedule III hereto (the "MERGER SUBSIDIARIES") have entered into the Agreements
and Plans of Contribution identified on Exhibit A attached hereto (the "MERGER
AGREEMENTS") with respect to each of American Capital Resources, Inc., Boulder
Capital Group, Inc., Cauff, Lippman Aviation, Inc., Jacom Computer Services,
Inc., KLC., Inc., Matrix Funding Corporation, Merrimac Financial Associates
("Merrimac"), Municipal Capital Markets Group, Inc., The NSJ Group, Inc.,
Portfolio Financial Servicing Company, L.P. ("PFSC"), Varilease Corporation and
Walden Asset Group, Inc. (each a "FOUNDING COMPANY" and together, the "FOUNDING
COMPANIES") in which each Merger Subsidiary will

3
<PAGE> 4

combine with one of the Founding Companies (each such transaction, a "MERGER"
and collectively, the "MERGERS") simultaneously with the closing of the sale of
the Shares. The Founding Companies will be the surviving corporations following
the Mergers and will become wholly owned subsidiaries of the Company
simultaneously with the closing of the sale of the Shares. For the purposes of
this Agreement, unless the context expressly otherwise requires, references to
"the Company and its subsidiaries, taken as a whole" shall be deemed to include
the Founding Companies as if the Mergers had already been completed.

The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement relating to the Shares. The registration
statement contains two prospectuses to be used in connection with the offering
and sale of the Shares: the U.S. prospectus, to be used in connection with the
offering and sale of Shares in the United States and Canada to United States and
Canadian Persons, and the international prospectus, to be used in connection
with the offering and sale of Shares outside the United States and Canada to
persons other than United States and Canadian Persons. The international
prospectus is identical to the U.S. prospectus except for the outside front
cover page. The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter
referred to as the "REGISTRATION STATEMENT"; the U.S. prospectus and
international prospectus in the respective forms first used to confirm sales of
Shares are hereinafter collectively referred to as the "PROSPECTUS." If the
Company has filed an abbreviated registration statement to register additional
shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the
"RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term
"REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration
Statement.

1. Representations and Warranties. The Company represents and
warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to
the best knowledge of the Company, threatened by the Commission.

(b) (i) the Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement and
the Prospectus

<PAGE> 5

comply, and, as amended or supplemented, if applicable, will comply, in
all material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder and (iii) the Prospectus
does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph do
not apply to statements or omissions in the Registration Statement or
the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you
expressly for use therein.

(c) The information contained in the Prospectus with respect to each
of the Founding Companies does not contain, and as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein with respect to each Founding Company, not
misleading.

(d) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of Delaware, has, and after
giving effect to the Mergers will have, the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus and is, and after giving effect to the Mergers will
be, duly qualified to transact business and in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries,
taken as a whole.

(e) The Merger Subsidiaries are the only subsidiaries of the Company;
each of the Merger Subsidiaries has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus, and none of such Merger Subsidiaries qualifies as a
"significant subsidiary" within the meaning of Rule 1-02 of Regulation
S-X promulgated by the Commission; all of the issued shares of capital
stock of each Merger Subsidiary have been duly and validly authorized
and issued, are fully paid and non-assessable and are owned directly by
the Company, free and clear of all liens, encumbrances, equities or
claims; pursuant to the Merger Agreements, each Merger Subsidiary will
merge

<PAGE> 6

with and into a respective Founding Company (or, in the case of PFSC
and Merrimac, acquire all of the outstanding partnership interests in
such Founding Company) and, upon consummation of the Mergers, each of
the Merger Subsidiaries (other than those holding all of the
outstanding partnership interests in PFSC and Merrimac) will cease to
exist as a separate entity and the Founding Companies will be the only
subsidiaries of the Company. The Company does not, and after giving
effect to the Mergers will not, own or control, directly or indirectly,
any corporation, association or other entity other than the
subsidiaries listed in Schedule III hereto and, after giving effect to
the Mergers, the Founding Companies.

(f) Each of the Founding Companies has been duly incorporated, is
validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, has, and after giving effect to
the Mergers will have, the corporate power and authority to own its
property and to conduct its business as described in the Prospectus and
is, and after giving effect to the Mergers will be, duly qualified to
transact business and in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole;
all of the issued shares of capital stock of each Founding Company
prior to its Merger have been duly and validly authorized and issued,
and are fully paid and non-assessable; and, upon consummation of the
Mergers, all of the shares of capital stock of each Founding Company
will be duly and validly authorized and issued, fully paid and
non-assessable and owned directly by the Company, free and clear of all
liens, encumbrances, equities or claims other than the pledge of such
shares pursuant to the Pledge Agreement to be entered into as of the
Closing Date by the Company and the other Pledgors named therein, in
favor of NationsBank, N.A. as Collateral Agent for the benefit of the
Creditors (as defined therein).

(g) Each of the Merger Agreements has been duly authorized, executed
and delivered by each of the parties thereto, and constitutes a valid
and binding obligation of each such party and is enforceable against
each such party in accordance with its terms; the Merger Agreements are
in full force and effect on the date hereof, and neither the Company
nor any of the Merger Subsidiaries, nor, to the knowledge of the
Company, any of the Founding Companies, is in breach of its obligations
thereunder; and, when all of the conditions to each Merger contained in
the applicable Merger Agreement have been fulfilled and the articles of
merger relating to the applicable Merger have been filed with and
accepted for record by

<PAGE> 7

the relevant state entities in accordance with the Merger Agreement,
the applicable Merger will be effective in accordance with the laws of
the relevant states.

(h) This Agreement has been duly authorized, executed and delivered by
the Company.

(i) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

(j) The shares of Common Stock outstanding prior to the issuance of
the Shares have been duly authorized and are validly issued, fully paid
and non-assessable.

(k) The shares of capital stock of the Company to be issued pursuant
to the Mergers have been duly authorized and, when issued pursuant to
the terms of the Merger Agreements, will be validly issued, fully-paid
and non-assessable and will not be subject to any preemptive or similar
rights.

(l) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.

(m) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, this Agreement will not
contravene any provision of (i) the certificate of incorporation or
by-laws of the Company, (ii) any applicable law or any agreement or
other instrument binding upon the Company, the Merger Subsidiaries or
the Founding Companies that is material to the Company and its
subsidiaries, taken as a whole, except for such contraventions that
would not, individually or in the aggregate, have a material adverse
effect upon the Company and its subsidiaries taken as a whole and
except for such contraventions that would not materially and adversely
affect the consummation by the Company of the transactions contemplated
by this Agreement, or (iii) any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company
or any Merger Subsidiary or Founding Company, and no consent, approval,
authorization or order of, or qualification with, any governmental body
or agency is required for the performance by the Company of its
obligations under this Agreement, except such as may be required by the
securities or

<PAGE> 8

Blue Sky laws of the various states in connection with the offer and
sale of the Shares.

(n) The execution and delivery by the Company, the Merger Subsidiaries
and the Founding Companies of, and the performance by the Company, the
Merger Subsidiaries and the Founding Companies, as applicable, of their
respective obligations under the Merger Agreements and the Registration
Rights Agreement and the consummation of the Mergers will not
contravene any provision of (i) the certificate of incorporation or
by-laws of the Company, the Merger Subsidiaries or the Founding
Companies, (ii) any applicable law or any agreement or other instrument
binding upon the Company, the Merger Subsidiaries or the Founding
Companies, except for such contraventions that would not, individually
or in the aggregate, have a material adverse effect upon the Company
and its subsidiaries taken as a whole and except for such
contraventions that would not materially and adversely affect the
consummation by the Company, the Founding Companies or the Merger
Subsidiaries of the transactions contemplated by the Merger Agreements
or the Registration Rights Agreement, as applicable, or (iii) any
judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any Merger Subsidiary or
Founding Company, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for
the performance by the Company, the Merger Subsidiaries or the Founding
Companies, as applicable, of their respective obligations under the
Merger Agreements or the Registration Rights Agreement other than the
filing with applicable state authorities of certificates of merger or
similar documents required under relevant state laws to effect the
consummation of the Mergers.

(o) The Company and the Founding Companies have, and after giving
effect to the Mergers, will have, good and marketable title in fee
simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of
the Company and its subsidiaries, taken as a whole, in each case free
and clear of all liens, encumbrances and defects except such as are
described in the Prospectus or such as do not materially affect the
value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its
subsidiaries, taken as a whole; and any real property and buildings
held under lease by the Company and its subsidiaries which is material
to the business of the Company and its subsidiaries, taken as a whole,
are held by them, and after giving effect to the Mergers, will be held
by them under valid, subsisting and enforceable

<PAGE> 9

leases with such exceptions as are not material and do not interfere
materially with the use made and proposed to be made of such property
and buildings by the Company and its subsidiaries, taken as a whole, in
each case except as described in or contemplated by the Prospectus.

(p) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company or any of the Founding Companies, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).

(q) There are no legal or governmental proceedings pending or to the
Company's best knowledge, threatened to which the Company or any of the
Founding Companies is a party or to which any of the properties of the
Company or any of the Founding Companies is subject that are required
to be described in the Registration Statement or the Prospectus and are
not so described or any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(r) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so
filed in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder.

(s) The Company is not and, after giving effect to the Mergers and the
offering and sale of the Shares and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment
company" as such term is defined in the Investment Company Act of 1940,
as amended.

(t) The Company and the Founding Companies are, and as of the Closing
Date after giving effect to the Mergers, will be (i) in compliance with
any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), (ii) in receipt of all permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) in
compliance with all terms and conditions of any such permit, license or

<PAGE> 10

approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a
whole; there are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance
with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to
third parties) which would, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

(u) All outstanding options, warrants and other rights to purchase,
sell or otherwise transfer shares of Common Stock and all employee
benefit plans, stock option plans and other employee compensation plans
or arrangements pursuant to which such options, warrants and other
rights may be granted have been described in the Prospectus to the
extent required therein; there are not, and upon consummation of the
Mergers, there will not be, any contracts, agreements or understandings
between the Company and any person granting such person the right to
require the Company to file a registration statement under the
Securities Act with respect to any securities of the Company other than
as described in the Registration Statement, or to require the Company
to include such securities with the Shares registered pursuant to the
Registration Statement.

(v) The unaudited pro forma combined financial statements of the
Company and the historical financial statements of each of the Company
and the Founding Companies, and the related notes thereto, included in
the Registration Statement and the Prospectus present fairly in all
material respects the unaudited pro forma combined or historical
financial position of the Company and each of the Founding Companies,
as the case may be, as of the dates indicated and the results of their
operations and changes in their consolidated cash flows for the periods
specified; said financial statements have been prepared in conformity
with generally accepted accounting principles applied on a consistent
basis, and the supporting schedules included in the Registration
Statement present fairly in all material respects the information
required to be stated therein; and the unaudited pro forma combined
financial information, and the related notes thereto, included in the
Registration Statement and the Prospectus has been prepared in
accordance with the applicable

<PAGE> 11

requirements of the Securities Act and is based upon good faith
estimates and assumptions believed by the Company to be reasonable.

(w) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus and through the
Closing Date, (i) none of the Company, the Merger Subsidiaries or the
Founding Companies have incurred or will incur, as the case may be, any
material liability or obligation, direct or contingent, nor entered or
will enter, as the case may be, into any material transaction, not in
the ordinary course of business; (ii) none of the Company, the Merger
Subsidiaries or the Founding Companies has purchased or will purchase,
as the case may be, any of its outstanding capital stock; (iii) the
Company, the Merger Subsidiaries and the Founding Companies have not,
and will not, declare, pay or otherwise make any dividend or
distribution of any kind on its capital stock; and (iv) there has not
been any material change in the capital stock, short-term debt or
long-term debt of the Company or any of the Founding Companies, except
in each case as described in or contemplated by the Registration
Statement (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).

(x) The Company and the Founding Companies own or possess, or can
acquire on reasonable terms, and, after giving effect to the Mergers,
will own or possess or have the capacity to acquire, all material
patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures),
trademarks, service marks and trade names currently employed by them in
connection with the business now operated by them, and neither the
Company nor any of the Founding Companies has received any notice of
infringement of or conflict with asserted rights of others with respect
to any of the foregoing which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.

(y) No material labor dispute with the employees of the Company or any
of the Founding Companies exists, except as described in or
contemplated by the Prospectus, or, to the best knowledge of the
Company, is imminent; and the Company is not currently aware of any
existing, overtly threatened or imminent labor disturbance by the
employees of any of the principal suppliers, manufacturers or
contractors of the Founding Companies that could have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

<PAGE> 12

(z) The Company and each of the Founding Companies are and, after
giving effect to the Mergers will be, insured by insurers of recognized
financial responsibility against such losses and risks and in such
amounts as the Company and such Founding Companies believe to be
prudent and customary in the businesses in which they are engaged;

(aa) The Company and the Founding Companies are, and after giving
effect to the Mergers will be, in possession of all material
certificates, authorizations and permits issued by the appropriate
federal, state or local regulatory authorities necessary to conduct
their respective businesses, and neither the Company nor any Founding
Company has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

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

(cc) Except as described in the Prospectus, the Company has not sold,
issued or distributed any shares of Common Stock.

(dd) Price Waterhouse LLP who has audited certain financial statements
of the Company and certain of the Founding Companies, and Arthur
Andersen LLP., BDO Seidman LLP, Coopers & Lybrand L.L.P., Ernst & Young
LLP, Grant Thornton, KPMG Peat Marwick LLP and Tanner & Co. who have
each audited certain financial statements of certain of the Founding
Companies and each who have reported thereon, respectively are and,
during the periods covered by their reports, were, independent public
accountants with respect to the Company and the respective Founding
Companies, as applicable within the meaning of the Securities Act and
the applicable published rules and regulations thereunder.

<PAGE> 13

(ee) The Company has not and, to the Company's best knowledge, none of
the Founding Companies have, taken nor will take, directly or
indirectly, any action designed to, or that might be reasonably
expected to, cause or result in stabilization or manipulation of the
price of the Common Stock in contravention of the provisions of
Regulation M.

(ff) The Company and each of its subsidiaries and the Founding
Companies have filed all foreign, federal, state and local tax returns
that are required to be filed or have requested extensions thereof,
except in any case where the failure so to file would not, singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole, and have paid all taxes required to be
paid by them and any other assessment, fine or penalty levied against
them, to the extent that any of the foregoing is due and payable,
except for any such assessment, fine or penalty that is currently being
contested in good faith or as described in or contemplated by the
Prospectus and which would not, singly or in the aggregate, have a
material adverse effect on the Company and its subsidiaries, taken as a
whole.

(gg) The directors and officers and shareholders of the Company and
those persons who are expected to become directors, officers and
shareholders of the Company pursuant to the consummation of the
Mergers, have each (i) entered into a written agreement with the
Company substantially in the form of Exhibit B attached hereto (each
such agreement, a "Lock-up Agreement") and executed originals of each
Lockup Agreement have been delivered to you or (ii) agreed to the terms
of the Lock-up Agreement as part of the Merger Agreements.

(hh) None of the Shares distributed in connection with the Directed
Share Program will be offered or sold outside of the United States.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell
to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective numbers of Firm Shares set forth in Schedules I and II
hereto opposite its name at U.S. $[_____] a share (the "PURCHASE PRICE").

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall
have a one-time right to purchase, severally and not jointly, up to [_______]
Additional

<PAGE> 14

Shares at the Purchase Price. If the U.S. Representatives, on behalf of the U.S.
Underwriters, elect to exercise such option, the U.S. Representatives shall so
notify the Company in writing not later than 30 days after the date of this
Agreement, which notice shall specify the number of Additional Shares to be
purchased by the U.S. Underwriters and the date on which such shares are to be
purchased. Such date may be the same as the Closing Date (as defined below) but
not earlier than the Closing Date nor later than ten business days after the
date of such notice. Additional Shares may be purchased as provided in Section 4
hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Shares. If any Additional Shares are to be
purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase
the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as the U.S. Representatives may determine) that bears the same
proportion to the total number of Additional Shares to be purchased as the
number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of
such U.S. Underwriter bears to the total number of U.S. Firm Shares.

The Company hereby agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period ending 180 days after the date of the Prospectus, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or
file or cause to be filed a registration statement in respect of, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (A)
the Shares to be sold hereunder, (B) the issuance by the Company of shares of
Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof of which the Underwriters have been
advised in writing, (C) the issuance of shares of Common Stock to be used as
consideration in connection with future acquisitions, or (D) the grant of
options to purchase shares of Common Stock under the Company's 1997 Executive
Non-Qualified Stock Option Plan, 1998 Long-Term Incentive Plan or 1998
Non-Employee Directors' Stock Plan provided such options do not vest prior to
the expiration of the 180-day period referenced herein (except with the
Underwriters' consent), and provided further, that in the case of subclauses (B)
and (C) of this paragraph, the recipient of any such shares agrees to execute a
lock-up agreement in the form of Exhibit B hereof.

<PAGE> 15

3. Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable. The Company is further
advised by you that the Shares are to be offered to the public initially at U.S.
$[_____] a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected
by you at a price that represents a concession not in excess of U.S. $[__] a
share under the Public Offering Price, and that any Underwriter may allow, and
such dealers may reallow, a concession, not in excess of U.S. $[__] a share, to
any Underwriter or to certain other dealers.

4. Payment and Delivery. Payment for the Firm Shares shall be made to
the Company in Federal or other funds immediately available in New York City
against delivery of such Firm Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on [ ], 1998, or at such other
time on the same or such other date, not later than [ ], 1998, as shall be
designated in writing by you. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

Payment for any Additional Shares shall be made to the Company in
Federal or other funds immediately available in New York City against delivery
of such Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 2 or at such other time on the same or on such other
date, in any event not later than [_________], 1998, as shall be designated in
writing by the U.S. Representatives. The time and date of such payment are
hereinafter referred to as the "OPTION CLOSING DATE."

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than one full business day prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the Purchase Price therefor.

5. Conditions to the Underwriters' Obligations. The obligations of
the Company to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are
subject to the condition that the Registration Statement shall have become
effective not later than [____] p.m. (New York City time) on the date hereof.

<PAGE> 16

The several obligations of the Underwriters are subject to the
following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date there shall not have occurred any change, or
any development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or operations of
the Company or any of the Founding Companies, from that set forth in
the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by Robert J. New, the
Chief Executive Officer of the Company and Jonathan New, the Chief
Financial Officer of the Company, to the effect set forth in Section
5(a) above and to the effect that the representations and warranties of
the Company, the Merger Subsidiaries and the Founding Companies
contained in this Agreement are true and correct as of the Closing Date
and that the Company, the Merger Subsidiaries and the Founding
Companies have complied with all of the agreements and satisfied all of
the conditions on their part to be performed or satisfied hereunder on
or before the Closing Date.

The officers signing and delivering such certificate may rely
upon the best of their knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date an
opinion of Morgan, Lewis & Bockius, LLP, outside counsel for the
Company, dated the Closing Date, confirming the consummation of the
Mergers, and to the effect that:

(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the State of Delaware, has the corporate power and authority
to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business
as a foreign corporation and is in good standing under the
laws of the State of Florida;

<PAGE> 17

(ii) each subsidiary of the Company (which shall be deemed
to include the Founding Companies, the "Subsidiaries") has
been duly incorporated, is validly existing as a corporation
in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business in each
jurisdiction in which it is required to do so by reason of its
ownership or leasing of real property located in such
jurisdiction or maintaining an office in such jurisdiction and
is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property
requires it to be so, except to the extent that the failure to
be in good standing would not have a material adverse effect
on the Company and its Subsidiaries, taken as a whole;

(iii) the statements contained in the Prospectus under the
caption "Description of Capital Stock", insofar as such
statements purport to summarize certain provisions of the
capital stock of the Company, provide a fair summary of such
provisions;

(iv) the shares of Common Stock outstanding prior to the
Mergers and the issuance of the Shares have been duly
authorized and are validly issued, fully paid and
non-assessable;

(v) the shares of capital stock issued and sold by the
Company pursuant to the Mergers have been duly authorized and
are validly issued, fully paid and non-assessable and are not
subject to any preemptive or similar rights arising by
statutes or, to such counsel's knowledge (after due inquiry),
under any contract;

(vi) after giving effect to the Mergers, all of the issued
shares of capital stock of each Merger Subsidiary have been
duly and validly authorized and issued, are fully paid and
non-assessable and are owned directly by the Company, free and
clear of all liens, encumbrances, equities or claims other
than the pledge of such shares pursuant to the Pledge
Agreement entered into as of the Closing Date by the Company
and the other Pledgors named therein, in favor of NationsBank,
N.A. as Collateral Agent for the benefit of the Creditors (as
defined therein);

(vii) the Shares have been duly authorized and, when issued
and delivered in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable,

<PAGE> 18

and the issuance of such Shares will not be subject to any
preemptive or similar rights arising by statutes or, to such
counsel's knowledge (after due inquiry), under any contract;

(viii) this Agreement has been duly authorized, executed
and delivered by the Company;

(ix) each of the Merger Agreements has been duly
authorized, executed and delivered by each of the parties
thereto, and constitutes a legally valid and binding
obligation of each such party and is enforceable against each
such party in accordance with its terms, subject to (A) the
effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the
rights and remedies of creditors generally and (B) the effect
of general principles of equity, whether applied by a court of
law or equity; and, each Merger has been duly consummated and
is effective in accordance with all applicable law and with
the terms of the applicable Merger Agreement;

(x) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, each of
the Merger Agreements, and this Agreement will not contravene
any provision of applicable law known to such counsel to which
the Company is known to such counsel to the subject or the
certificate of incorporation or by-laws of the Company or, to
such counsel's knowledge, result in a breach or default under
any agreement or other instrument binding upon the Company or
any of its Subsidiaries that is material to the Company and
its Subsidiaries, taken as a whole, or, to such counsel's
knowledge, violate any judgment, order or decree of any
governmental body, agency or court having jurisdiction over
the Company or any Subsidiary, and no consent, approval,
authorization or order of, or qualification with, any
governmental body or agency of the United States of America or
the State of New York is required for the performance by the
Company of its obligations under this Agreement or the Merger
Agreements or the transactions contemplated therein, except
such as may be required by the securities or Blue Sky laws of
the various states in connection with the offer and sale of
the Shares by the U.S. Underwriters;

(xi) the statements (A) in the Prospectus under the
captions "Prospectus Summary--The Mergers," "Formation of the
Company," "Certain Relationships and Related Party
Transactions"

<PAGE> 19

and "Description of Capital Stock" and (B) in the Registration
Statement in Items 14 and 15, in each case solely insofar as
such statements constitute summaries of the legal matters,
documents or proceedings referred to therein, fairly summarize
such legal matters, documents and proceedings;

(xii) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to
which the Company or any of its Subsidiaries is a party or to
which any of the properties of the Company or any of its
Subsidiaries is subject that are required to be described in
the Registration Statement or the Prospectus and are not so
described or of any statutes, regulations or contracts or
other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described
or filed as required;

(xiii) the Company is not and, after giving effect to the
offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be
an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended;

(xiv) such counsel is of the opinion that the Registration
Statement and Prospectus (except for financial statements and
schedules and other financial and statistical data included
therein as to which such counsel need not express any opinion)
comply as to form in all material respects with the Securities
Act and the applicable rules and regulations of the Commission
thereunder;

(xv) the offer and sale of the shares of capital stock in
the Mergers, and all other offers and sales of securities of
the Company on or prior to the Closing Date, are exempt from
the registration requirements of Section 5 of the Securities
Act and are exempt from registration under all applicable
securities or Blue Sky laws of the various states.

In addition, such counsel shall state that, during the course
of preparation of the Registration Statement and the Prospectus, such
counsel has participated in conferences with you, officers and
representatives of the Company and representatives of the independent
certified public accountants of the Company, at which conferences the
contents of the Registration Statement and the Prospectus and related
matters were

<PAGE> 20

discussed, and, although such counsel does not pass upon and does not
assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement or the
Prospectus, on the basis of the foregoing, no facts have come to such
counsel's attention which cause such counsel to believe that the
Registration Statement at the effective date of the Registration
Statement and at the Closing Date contained or contains an untrue
statement of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as amended or
supplemented, if applicable, on the date of this Agreement and on the
Closing Date, included or includes any untrue statement of a material
fact or omitted or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that such counsel need express
no comment with respect to the financial statements, the notes thereto,
or any other financial or statistical information contained in the
Registration Statement or the Prospectus or incorporated by reference
therein.

In rendering such opinions, such counsel may rely (A) as to
matters involving the application of laws other than the laws of the
United States and the States of Pennsylvania and New York and the
General Corporate Law of the State of Delaware, or involving the
Founding Companies prior to giving effect to the Mergers, to the extent
such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and substance
reasonably satisfactory to Underwriters' counsel) of other counsel
reasonably acceptable to the Underwriters' counsel, familiar with the
applicable laws; and (B) as to matters of fact, to the extent such
counsel deems proper, on certificates of responsible officers of the
Company and certificates or other written statements of officials of
jurisdictions having custody of documents respecting the corporate
existence or good standing of the Company. The opinion of such counsel
for the Company shall state that the opinion of any such other counsel
upon which they relied is in form satisfactory to such counsel and, in
such counsel's opinion, the Underwriters and they are justified in
relying thereon.

The opinion of Morgan, Lewis & Bockius LLP shall be rendered
to the Underwriters at the request of the Company and shall so state
therein.

(d) The Underwriters shall have received on the Closing Date an
opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated
the Closing Date, in form and substance satisfactory to the
Underwriters.

<PAGE> 21

(e) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the
Underwriters, from each of Price Waterhouse LLP, Arthur Andersen LLP,
BDO Seidman LLP, Coopers & Lybrand L.L.P., Ernst & Young LLP, Grant
Thornton, KPMG Peat Marwick LLP and Tanner & Co., all independent
public accountants, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information contained in the Registration Statement and the Prospectus;
provided that the letters delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.

(f) The Lock-up Agreements, each substantially in the form of Exhibit
B hereto, between you and certain shareholders, officers and directors
of the Company relating to sales and certain other dispositions of
shares of Common Stock or certain other securities, delivered to you on
or before the date hereof, shall be in full force and effect on the
Closing Date.

(g) The Shares to be delivered on the Closing Date, or the Option
Closing Date, as the case may be, shall have been approved for listing
on the New York Stock Exchange, subject to official notice of issuance.

(h) Each of the conditions to the closing of the Mergers shall have
been satisfied by the applicable party and not waived by the Company
(except with the Underwriters' reasonable consent) as of the Closing
Date, and, none of the Merger Agreements shall have been amended as of
the Closing Date; the articles of merger (or similar documents required
under relevant state laws) relating to each Merger shall have been
filed with and accepted for record by the relevant state entities in
accordance with each Merger Agreement, and each of the Mergers shall be
effective in accordance with all applicable law and the terms of the
applicable Merger Agreement.

[(i) The closing of the credit agreement to be entered into
between the Company and NationsBank , N. A., acting as Agent, shall
have been consummated.]

The several obligations of the U.S. Underwriters to purchase Additional
Shares hereunder are subject to the delivery to the U.S. Representatives on the
Option Closing Date of such documents as they may reasonably request with
respect to the good standing of the Company, the due authorization and issuance

<PAGE> 22

of the Additional Shares and other matters related to the issuance of the
Additional Shares.

6. Covenants of the Company. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with each
Underwriter as follows:

(a) To furnish to you, without charge, three signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City,
without charge, prior to 5:00 p.m. New York City time on the business
day next succeeding the date of this Agreement and during the period
mentioned in Section 6(c) below, as many copies of the Prospectus and
any supplements and amendments thereto or to the Registration Statement
as you may reasonably request.

(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to
which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.

(c) If, during such period after the first date of the public offering
of the Shares as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur or condition exist
as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if, in the opinion of counsel for the Underwriters, it
is necessary to amend or supplement the Prospectus to comply with
applicable law, forthwith to prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company) to which
Shares may have been sold by you on behalf of the Underwriters and to
any other dealers upon request, either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus, as amended or supplemented, will comply with law.

<PAGE> 23

(d) To cooperate with the Underwriters to qualify the Shares for offer
and sale under the securities or Blue Sky laws of such jurisdictions as
you shall reasonably request, provided that the Company shall not be
required to file a general consent to service of process or be required
to qualify as a foreign corporation in any jurisdiction.

(e) To make generally available to the Company's security holders and
to you as soon as practicable an earning statement covering the
twelve-month period beginning with the first fiscal quarter of the
Company occurring after the effective date of the Registration
Statement that satisfies the provisions of Section 11(a) of the
Securities Act and the rules and regulations of the Commission
thereunder.

(f) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid
all expenses incident to the performance of its obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the
Company's counsel and the Company's independent public accountants in
connection with the registration and delivery of the Shares under the
Securities Act and all other fees or expenses in connection with the
preparation and filing of the Registration Statement, any preliminary
prospectus, the Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and
dealers, in the quantities herein above specified, (ii) all costs and
expenses related to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable thereon,
(iii) the cost of printing or producing any Blue Sky or Legal
Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with
the qualification of the Shares for offer and sale under state
securities laws as provided in Section 6(d) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection
with the Blue Sky or Legal Investment memorandum, (iv) all filing fees
and the reasonable fees and disbursements of counsel to the
Underwriters incurred in connection with the review and qualification
of the offering of the Shares by the National Association of Securities
Dealers, Inc., (v) all fees and expenses in connection with the
preparation and filing of the registration statement on Form 8-A
relating to the Common Stock and all costs and expenses incident to
listing the Shares on the New York Stock Exchange, (vi) the cost of
printing certificates representing the Shares, (vii) the costs and
charges of any transfer agent,

<PAGE> 24

registrar or depositary, (viii) the costs and expenses of the Company
relating to investor presentations on any "road show" undertaken in
connection with the marketing of the offering of the Shares, including,
without limitation, expenses associated with the production of road
show slides and graphics, fees and expenses of any consultants engaged
in connection with the road show presentations with the prior approval
of the Company, travel and lodging expenses of the representatives and
officers of the Company and any such consultants, and the cost of any
aircraft chartered in connection with the road show, and (ix) all other
costs and expenses incident to the performance of the obligations of
the Company hereunder for which provision is not otherwise made in this
Section.

(g) In connection with the Directed Share Program, the Company will
ensure that the Directed Shares will be restricted to the extent
required by the National Association of Securities Dealers, Inc. or the
rules of such association from sale, transfer, assignment, pledge or
hypothecation for a period of three months following the date of the
effectiveness of the Registration Statement, and Morgan Stanley & Co.
Incorporated will notify the Company as to which Participants will need
to be so restricted. At the request of Morgan Stanley & Co.
Incorporated, the Company will direct the transfer agent to place stop
transfer restrictions upon such securities for such period of time; and
the Company will pay all fees and disbursements of counsel incurred by
the Underwriters in connection with the Directed Share Program and
stamp duties, similar taxes or duties or other taxes, if any, incurred
by the Underwriters in connection with the Directed Share Program.

7. Indemnity and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter

<PAGE> 25

through you expressly for use therein; provided, however, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Shares, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus (as
so amended or supplemented) would have cured the defect giving rise to such
loss, claim, damage or liability, unless such failure is the result of
noncompliance by the Company with Section 6(a) hereof.

The Company agrees to indemnify and hold harmless Morgan Stanley & Co.
Incorporated and each person, if any, who controls Morgan Stanley & Co.
Incorporated within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act ("MORGAN STANLEY ENTITIES"), from the against any
and all losses, claims, damages and liabilities (including, without limitation,
any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by the failure of any
Participant to pay for and accept delivery of the Directed Shares sold pursuant
to the Directed Share Program which, immediately following the effectiveness of
the Registration Statement, were subject to a properly confirmed agreement to
purchase or (ii) related to, arising out of, or in connection with the Directed
Share Program, provided that, the Company shall not be responsible under this
subparagraph (ii) for any losses, claim, damages or liabilities (or expenses
relating thereto) that are finally judicially determined to have resulted from
the bad faith or gross negligence of Morgan Stanley Entities.

(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.

(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b), such person (the "INDEMNIFIED PARTY")
shall promptly notify the person against whom such indemnity may be sought (the

<PAGE> 26

"INDEMNIFYING PARTY") in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would in the reasonable opinion of counsel to the
indemnified party be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not,
in respect of the legal expenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated, in the case of parties indemnified
pursuant to Section 7(a), and by the Company, in the case of parties indemnified
pursuant to Section 7(b). Notwithstanding anything contained herein to the
contrary, if indemnity may be sought pursuant to Section 7(a) hereof in respect
of such action or proceeding, then in addition to such separate firm for the
indemnified parties, the indemnifying party shall be liable for the reasonable
fees and expenses of not more than one separate firm (in addition to any local
counsel) for the Morgan Stanley Entities for the defense of any losses, claims,
damages and liabilities arising out of the Directed Share Program. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

(d) To the extent the indemnification provided for in Section 7(a) or
7(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder,

<PAGE> 27

shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 7(d)(i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the other hand
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the
Shares shall be deemed to be in the same respective proportions as the net
proceeds from the offering of the Shares (before deducting expenses) received by
the Company and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Shares. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
7 are several in proportion to the respective number of Shares they have
purchased hereunder, and not joint.

(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 7(d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not

<PAGE> 28

guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this
Section 7 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter or by or on behalf of the Company, its officers or directors or
any person controlling the Company and (iii) acceptance of and payment for any
of the Shares.

8. Termination. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated in the Prospectus.

9. Effectiveness; Defaulting Underwriters. This Agreement shall
become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or the Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase Shares that
it has or they have agreed to purchase hereunder on such date, and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares set forth
opposite their respective names in Schedule I or Schedule II bears to the
aggregate number of Firm Shares set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as you may specify, to
purchase the Shares which such defaulting Underwriter or Underwriters agreed but
failed or

<PAGE> 29

refused to purchase on such date; provided that in no event shall the number of
Shares that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 9 by an amount in excess of one-ninth of such
number of Shares without the written consent of such Underwriter. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Firm Shares and the aggregate number of Firm Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Firm Shares to
be purchased, and arrangements satisfactory to you and the Company for the
purchase of such Firm Shares are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. If, on the Option Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Additional Shares and the
aggregate number of Additional Shares with respect to which such default occurs
is more than one-tenth of the aggregate number of Additional Shares to be
purchased, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase Additional Shares or (ii)
purchase not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase in the absence of such
default. Any action taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the reasonable fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.

10. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

11. Applicable Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

<PAGE> 30

12. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

Very truly yours,

UNICAPITAL CORPORATION

By:
----------------------------
Name:
Title:

<PAGE> 31

Accepted as of the date hereof

MORGAN STANLEY & CO.
INCORPORATED
SMITH BARNEY, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

Acting severally on behalf of themselves and the several
U.S. Underwriters named in Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By:
------------------------------------
Name:
Title:

MORGAN STANLEY & CO. INTERNATIONAL
LIMITED
SMITH BARNEY, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

Actingseverally on behalf of themselves and the several
International Underwriters named in Schedule II hereto.

By: Morgan Stanley & Co. International
Limited

By:
-------------------------------------
Name:
Title:

<PAGE> 32

SCHEDULE I

U.S. UNDERWRITERS

NUMBER OF FIRM SHARES
UNDERWRITER TO BE PURCHASED
- ------------------------------------------------ ---------------------

Morgan Stanley & Co. Incorporated...............
Smith Barney, Inc. .............................
NationsBanc Montgomery Securities LLC
Friedman, Billings, Ramsey & Co., Inc...........
--------------
Total U.S. Firm Shares....................
==============

<PAGE> 33

SCHEDULE II

INTERNATIONAL UNDERWRITERS

NUMBER OF FIRM SHARES
UNDERWRITER TO BE PURCHASED
- ------------------------------------------------ ---------------------

Morgan Stanley & Co. International Limited.....
Smith Barney, Inc. ............................
NationsBanc Montgomery Securities LLC
Friedman, Billings, Ramsey & Co., Inc..........
--------------
Total International Firm Shares...........
==============

<PAGE> 34

SCHEDULE III

MERGER SUBSIDIARIES

1. ACR Acquisition Corp.

2. BCG Acquisition Corp.

3. CLA Acquisition Corp.

4. JCS Acquisition Corp.

5. KSTN Acquisition Corp.

6. XFC Acquisition Corp.

7. MFA Acquisition Corp.

8. MCMG Acquisition Corp.

9. NSJ Acquisition Corp.

10. PFSC Acquisition Corp.

11. VC Acquisition Corp.

12. WAG Acquisition Corp.

<PAGE> 35

EXHIBIT A

Agreements and Plans of Contribution

1. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, ACR, Acquisition Corp., American Capital Resources, Inc.
and Michael B. Pandolfelli and Gerald P. Ennella, dated as of February 14, 1998.

2. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, BCG Acquisition Corp., Boulder Capital Group, Inc., Roy
L. Burger and Carl M. Williams, dated as of February 14, 1998.

3. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, CLA Acquisition Corp., Stuart L. Cauff, The 1998 Cauff
Family Trust, Wayne D. Lippman and The 1998 Lippman Family Trust, dated as of
February 14, 1998.

4. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, JCS Acquisition Corp., Jacom Computer Services, Inc. and
John L.
Alfano, dated as of February 16, 1998.

5. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, KSTN Acquisition Corp., K.L.C., Inc. and Alan H. Kaufman
and Edgar W. Lee, dated as of February 14, 1998.

6. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, XFC Acquisition Corp., Matrix Funding Corporation, and
Richard C. Emery, J. Robert Bonnemort, David A. DiCesaris, Jack S. and Judith F.
Emery, Trustees for Jack S. Emery Trust, Alvin W. and Lila E. Emery, Trustees
for Alvin W. and Lila E. Emery Trust, JSE Partners, Ltd., a Utah Limited
Partnership, LBK Limited Partnership, a Utah Limited Partnership, John I.
Kasteler, Jr., Craig C. Mortensen, Shanni Staker, and Christian F. Emery dated,
as of February 14, 1998.

7. Amended and Restated Purchase Agreement by and among UniCapital
Corporation, MFA Acquisition Corp., Merrimac Financial Associates and Allan Z.
Gilbert, Jordan L. Shatz and Mark F. Cignoli dated as of February 14, 1998.

8. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, MCMG Acquisition Corp., Municipal Capital Markets Group,
Inc., and the Stockholders Named Therein, dated as of February 14, 1998.

9. Amended and Restated Agreement and Plan of Contribution by and among
UniCapital Corporation, NSJ Acquisition Corp., W. Jeptha Thornton, Richard C.
Giles, Samuel J.

<PAGE> 36

Thornton, The 1998 Giles Family Trust and The 1998 Thornton Family Trust, dated
as of February 14, 1998.

10. Amended and Restated Purchase Agreement by and among UniCapital
Corporation, PFSC Acquisition Corp., PFSC Limited Acquisition Corp., Portfolio
Financial Servicing Company, L.P. and Partners Listed on the Signature Page,
dated as of February 14, 1998.

11. Amended and Restated Agreement and Plan of Contribution by and
among UniCapital Corporation, VC Acquisition Corp., Varilease Corporation and
the Stockholders of such company listed on the Signature Page, dated as of
February 14, 1998.

12. Amended and Restated Agreement and Plan of Contribution by and
among UniCapital Corporation, WAG Acquisition Corp., The Walden Asset Group,
Inc., and the Stockholders of such company, dated as of February 14, 1998.

<PAGE> 37

EXHIBIT B

[FORM OF LOCK-UP LETTER]

[____________], 1998

Morgan Stanley & Co. Incorporated
Smith Barney, Inc.
Friedman, Billings, Ramsey & Co., Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Morgan Stanley & Co. International Limited
Smith Barney, Inc.
Friedman, Billings, Ramsey & Co., Inc.
c/o Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
England

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated
("MORGAN STANLEY") and Morgan Stanley & Co. International Limited ("MSIL")
propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT")
with UniCapital Corporation, a Delaware corporation (the "COMPANY") providing
for the public offering (the "PUBLIC OFFERING") by the several Underwriters,
including Morgan Stanley and MSIL (the "UNDERWRITERS") of [ ]shares (the
"SHARES") of the Common Stock (par value $.001 per share) of the Company (the
"COMMON STOCK").

To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period commencing
on the date hereof and ending 180 days after the date of the final prospectus
relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common

<PAGE> 38

Stock, or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities, in
cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any
Shares to the Underwriters pursuant to the Underwriting Agreement or (b)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering. In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the
Prospectus, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.

Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.

Very truly yours,

----------------------------
Name

----------------------------
Address

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

<PAGE> 1
Exhibit 3.01

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNICAPITAL CORPORATION

UniCapital Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify:

FIRST: That the amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was adopted by unanimous
written consent of the Board of Directors of the Corporation on March 23, 1998:

RESOLVED, that the Board of Directors hereby declares it advisable and
in the best interests of the Corporation to amend the Certificate of
Incorporation of the Corporation, as amended, to: (i) increase the
authorized shares of Common Stock, par value $.001 per share, from
100,000,000 to 200,000,000; and (ii) increase the authorized and
undesignated shares of Preferred Stock, par value $.001 per share, from
10,000,000 to 20,000,000 (such amendment of the Corporation's
Certificate of Incorporation, as heretofore amended, being referred to
herein as the "Charter Amendment"); and

FURTHER RESOLVED, that in order to effect the purposes and intent of
the foregoing resolution, the Charter Amendment shall delete in its
entirety Article IV of the Certificate of Incorporation, as heretofore
amended, and substitute therefor the following provisions so that said
Article IV shall be amended to read in its entirety as set forth below:

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock, which the Corporation
shall have authority to issue is Two Hundred Twenty Million
(220,000,000) shares, which shall be divided into two classes as
follows:

A. Two Hundred Million (200,000,000) shares of Common Stock,
the par value of each of which shares is One-Tenth Cent ($.001),
amounting in the aggregate to Two Hundred Thousand Dollars
($200,000.00); and

<PAGE> 2

B. Twenty Million (20,000,000) shares of Preferred Stock, the
par value of each of which shares is One-Tenth Cent ($.001), amounting
in the aggregate to Twenty Thousand Dollars ($20,000). The
Corporation's Board of Directors is hereby expressly authorized to
provide by resolution or resolutions from time to time for the issue
of the Preferred Stock in one or more series, the shares of each of
which series may have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be permitted under the
General Corporation Law of the State of Delaware and as shall be
stated in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant to the authority
expressly vested in the Board of Directors hereby.

SECOND: That said amendment has been approved by written consent of the
holders of a majority of the issued and outstanding stock of the Corporation
dated March 23, 1998.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE> 3

IN WITNESS WHEREOF, UniCapital Corporation, formerly known as U.S.
Leasing, Inc., has caused this Certificate to be signed by Robert J. New, its
President, and attested by Robert J. New, its Secretary, this _____ day of
March, 1998.

Attest: UNICAPITAL CORPORATION

_______________________________ By:___________________________
Name: Robert J. New Name: Robert J. New
Title: Secretary Title: President

3
<PAGE> 4

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
U.S. LEASING, INC.

U.S. Leasing, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify:

FIRST: That the amendment to the Corporation's Certificate of Incorporation
set forth in the following resolution was approved by unanimous written consent
of the Board of Directors of the Corporation on January 26, 1998 and was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware:

RESOLVED, that the Board of Directors hereby declares it advisable and in
the best interest of the Corporation that the Certificate of Incorporation
of the Corporation be amended (the "Charter Amendment") to (i) change the
name of the Corporation to "UniCapital Corporation, (ii) create 10,000,000
authorized and undesignated shares of Preferred Stock, par value $.001 per
share, (iii) create a staggered Board of Directors, and (iv) eliminate,
effective upon the Corporation becoming subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, the
ability of the stockholders to act by written consent of less than all of
the stockholders; and

FURTHER RESOLVED, that in order to effect the purposes and intent of the
foregoing resolution, the Charter Amendment shall (i) delete in their
entirety Article I, Article IV and Article V of the Certificate of
Incorporation and substitute therefor the following provisions so that said
Article I, Article IV and Article V shall be amended to read in their
entirety as set forth below, (ii) redesignate the second of the two
articles currently designated to be Article IX as new Article XI so that
said Article XI shall be amended to read in its entirety as set forth below
and (iii) create a new Article X to read in its entirety as set forth
below:

ARTICLE I

NAME

The name of the corporation is UniCapital Corporation (hereinafter
called the "Corporation").

<PAGE> 5

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock, which the Corporation shall have
authority to issue is One Hundred Ten Million (110,000,000) shares, which
shall be divided into two classes as follows:

A. One Hundred Million (100,000,000) shares of Common Stock, the par
value of each of which shares is One-Tenth Cent ($.001), amounting in the
aggregate to One Hundred Thousand Dollars ($100,000.00); and

B. Ten Million (10,000,000) shares of Preferred Stock, the par value
of each of which shares is One-Tenth Cent ($.001), amounting in the
aggregate to Ten Thousand Dollars ($10,000). The Corporation's Board of
Directors is hereby expressly authorized to provide by resolution or
resolutions from time to time for the issue of the Preferred Stock in one
or more series, the shares of each of which series may have such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be
permitted under the General Corporation Law of the State of Delaware and as
shall be stated in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors pursuant to the authority
expressly vested in the Board of Directors hereby.

ARTICLE V

DIRECTORS

A. The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of such number of
directors as is determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors; provided,
however, that in no event shall the number of directors be less than three
(3). The directors shall be divided into three (3) classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may
be possible, of one-third (1/3) of the total number of directors
constituting the entire Board of Directors. Effective January 31, 1998,
Class I directors shall serve for a term ending upon the annual meeting of
stockholders held in 1999, Class II directors shall serve for a term ending
upon the annual meeting of stockholders held in 2000 and Class III
directors shall serve for a term ending upon the annual meeting of
stockholders held in 2001. At each succeeding annual meeting of
stockholders beginning with the annual meeting of stockholders held in
1999, successors to the class of directors whose term expires

<PAGE> 6

at such annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors
shorten the Term of any incumbent director. A director shall hold office
until the annual meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, incapacitation or removal from
office, and except as otherwise required by law. In the event such election
is not held at an annual meeting of stockholders, it shall be held at any
adjournment, thereof or a special meeting.

B. Except as otherwise required by law, any vacancy on the Board of
Directors that results from an increase in the number of directors shall be
filled only by a majority of the Board of Directors then in office,
provided that a quorum is present, and any other vacancy occurring in the
Board of Directors shall be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as that of his or
her predecessor. A director may be removed only for cause by the
stockholders.

C. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the term of this certificate of incorporation applicable
thereto and such directors so elected shall not be divided into classes
pursuant to this Article V, in each case unless expressly provided by such
terms.

ARTICLE X

ACTION BY STOCKHOLDERS

Effective immediately upon the Corporation becoming subject to the
periodic reporting requirements of Section 13 of the Securities Exchange
Act of 1934, as amended, with respect to any class of its capital stock:

A. no action required to be taken or which may be taken at any annual
or special meeting of stockholders of the corporation may be taken without
a meeting; and

<PAGE> 7

B. the power of the stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.

ARTICLE XI

AMENDMENTS

Except as provided herein, from time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted in the manner and at the time
prescribed by said laws, and all rights at any time conferred upon the
stockholders of the Corporation by this Certificate of Incorporation are
granted subject to the provisions of this Article XI.

SECOND: That said amendment has been authorized by unanimous written
consent of the holders of the issued and outstanding stock of the Corporation
dated January 27, 1998.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

<PAGE> 8

IN WITNESS WHEREOF, UniCapital Corporation, formerly known as U.S. Leasing,
Inc. has caused this Certificate to be signed by Robert J. New, its President,
this 27th day of January, 1998.

UniCapital Corporation

/s/ ROBERT J. NEW
--------------------------------------
Robert J. New, President

<PAGE> 9
CERTIFICATE OF INCORPORATION
OF

U.S. LEASING, INC.

ARTICLE I.

NAME

The name of the corporation is U.S. LEASING, INC. (hereinafter called the
"Corporation").

ARTICLE II.

REGISTERED AGENT AND OFFICE

The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle
and the name of its registered agent at such address is Corporation Service
Company.

ARTICLE III.

PURPOSE

The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

ARTICLE IV.

CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue is 100,000,000 shares of Common Stock, par
value $0.001 per share.

All shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges:

A. Voting Rights. Except as otherwise required by law, all rights to vote
and all voting power shall be vested exclusively in the holders of the
Common Stock.

<PAGE> 10
B. Dividends. The holders of the Common Stock shall be entitled to
receive when, as and if declared by the Board of Directors, out of
funds legally available therefor, dividends payable in cash, stock or
otherwise.

C. Liquidating Distributions. Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, the
remaining net assets of the Corporation shall be distributed pro rata
to the holders of the Common Stock in accordance with their respective
rights and interests.

ARTICLE V.

DIRECTORS

The Corporation's Board of Directors shall consist of not fewer than one
(1) nor more than five (5) directors, and shall initially consist of two (2)
directors. The number of directors within these limits may be increased or
decreased from time to time as provided in the Bylaws of the Corporation. The
names of the initial Directors of the Corporation are as follows:

Robert New
Jonathan Ledecky

ARTICLE VI.

BYLAWS

In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware:

A. The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal the Bylaws of the Corporation.

B. Elections of Directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

C. The books of the Corporation may be kept at such place within or
without the State of Delaware as the Bylaws of the Corporation may
provide or as may be designated from time to time by the Board of
Directors of the Corporation.

D. Any action required or permitted to be taken at any meeting of the
Board of Directors, may be taken without a meeting only if all of the
Directors consent thereto in writing.

- 2 -
<PAGE> 11
ARTICLE VII.

LIMITATION OF LIABILITY

No director shall be personally liable to the Corporation or the holders of
shares of capital stock for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which such director derives an improper personal benefit. 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 Directors occurring prior to such amendment or repeal.
If the Law of the Corporation's state of incorporation is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a Director of this Corporation
shall be eliminated or limited to the fullest extent then permitted. No repeal
or modification of this Article VII shall adversely affect any right of or
protection afforded to a Director of the Corporation existing immediately prior
to such repeal or modification.

ARTICLE VIII.

INDEMNIFICATION

This Corporation shall indemnify and may advance expenses to its Officers
and Directors to the fullest extent permitted by law in existence either now or
hereafter in effect. Without limiting the generality of the foregoing, the
Bylaws may provide for indemnification and advancement of expenses to the
Corporation's Officers, Directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.

ARTICLE IX.

INCORPORATOR

The name of the Incorporator is C. Deryl Couch and the address of the
Incorporator is 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.

-3-
<PAGE> 12
ARTICLE IX

AMENDMENTS

Except as provided herein, from time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article IX.

IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 8th
day of October, 1997.

/s/ C. DERYL COUCH
-------------------------------
C. DERYL COUCH, Incorporator

<PAGE> 1
Exhibit 5.01

One Oxford Centre MORGAN, LEWIS
Thirty-Second Floor & BOCKIUS LLP
Pittsburgh, PA 15219-6401 Counselors at Law
412-560-3300
Fax: 412-560-3399

September 16, 1997

UniCapital Corporation
1111 Kane Concourse
Suite 301
Bay Harbor Island, FL 33154

Re: Registration Statement on Form S-1
File No. 333-46603
----------------------------------

Ladies and Gentlemen:

We have acted as counsel to UniCapital Corporation, a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-1,
File No. 333-46603 (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to the public offering of an aggregate of 32,200,000 shares
(the "Shares") of the Company's Common Stock, par value $.001 per share ("Common
Stock"), to be sold by the Company to the underwriters for whom Morgan Stanley
Dean Witter, Salomon Smith Barney, NationsBanc Montgomery Securities LLC and
Friedman, Billings, Ramsey & Co., Inc. are acting as representatives of the
several underwriters (the "Underwriters"), of which up to 4,200,000 shares are
shares of Common Stock which the Underwriters will have an option to purchase
from the Company solely for the purpose of covering over-allotments.

We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and Bylaws, each as amended to date. We have also
examined such other public and corporate documents, certificates, instruments
and corporate records, and such questions of law, as we have deemed necessary
for purposes of expressing an opinion on the matters hereinafter set forth. In
all examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to original and certified documents of all copies submitted to us as
conformed, photostatic or other copies.

<PAGE> 2

On the basis of the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the plan of distribution set forth in the
Registration Statement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as Exhibit 5.01 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Legal Matters."

Yours truly,

/s/ MORGAN, LEWIS & BOCKIUS LLP

<PAGE> 1

Exhibit 10.02

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into on
April 10, 1998, effective as of November 14, 1997, by and between UniCapital
Corporation, a Delaware corporation (the "Company"), and Bruce E. Kropschot (the
"Consultant").

WHEREAS, the Company and the Consultant have since November 14, 1997
been parties to an oral consulting arrangement having terms and conditions
substantially similar to those set forth herein;

WHEREAS, the Company and the Consultant wish to memorialize and
supplement such terms as set forth herein, effective as of November 14, 1997 as
the date of commencement of such consulting arrangement;

WHEREAS, the Company desires that the Consultant provide certain
consulting services to the Company consistent with the duties and
responsibilities that would be assigned to a Vice Chairman -- Mergers &
Acquisitions, on the terms and conditions contained in this Agreement, and the
Consultant wishes to provide such consulting services on the terms and
conditions contained in this Agreement; and

WHEREAS, the Company and the Consultant have agreed that, upon the
terms and conditions contained in this Agreement, the Consultant will not
compete with the Company during the term of this Agreement and for a period of
two years after the end of the Consulting Term (as defined below);

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Consultant, each intending to be
legally bound hereby, agree as follows:

1. RETENTION OF CONSULTANT. Subject to the terms and conditions of this
Agreement, the Company hereby retains the Consultant to perform consulting
services in accordance with Section 4 hereof, and the Consultant hereby agrees
to render such services.

2. TERM. Unless otherwise terminated in accordance with Section 14
hereof, the Consultant shall perform the duties and services specified herein
for a period commencing as of November 14, 1997 (the "Effective Date") and
ending on the earlier of (i) April 1, 2000 or (ii) the commencement date of
Consultant's employment with the Company pursuant to an employment agreement
substantially in the form attached hereto as Exhibit A (the "Employment
Agreement"). The period during which the Consultant is obligated to perform such
duties and services, as the same may be reduced by termination pursuant to
Section 14 hereof, is referred to herein as the "Consulting Term."

<PAGE> 2

3. EMPLOYMENT AGREEMENT. It is understood by the Consultant that the
Company is preparing to undertake an initial public offering of its common stock
(the "IPO"). If the IPO is consummated, then effective upon such consummation
the Company and Consultant shall enter into the Employment Agreement and this
Consulting Agreement shall immediately thereupon terminate in accordance with
Section 2 hereof.

4. CONSULTING SERVICES. During the Consulting Term, the Consultant
shall perform such consulting services consistent with the duties and
responsibilities that would be assigned to a Vice Chairman -- Mergers &
Acquisitions with respect to the business and operations of the Company, and
such other services as may be requested of him from time to time by the Chief
Executive Officer of the Company. All of the consulting services rendered by the
Consultant to the Company in accordance with the terms of this Agreement are
referred to herein as "Services."

5. COMPENSATION. (a) As consideration for the Consultant's provision of
Services hereunder, the Company shall pay the Consultant a fee (the "Fee") of
$37,500 each month, provided, however, that such Fee shall not be paid but
instead shall accrue from the Effective Date until the commencement date of
Consultant's employment with the Company pursuant to the Employment Agreement,
on which date the entire amount of the accrued Fee shall be paid to the
Consultant.

(b) The Company agrees to reimburse the Consultant for all
reasonable business expenses (including, without limitation, reasonable travel
and entertainment expenses) incurred by the Consultant in rendering Services
hereunder, subject to the Company's reimbursement policies in effect from time
to time. The Consultant agrees to maintain reasonable records of his business
expenses in such form and detail as the Company may request and to make such
records available to the Company as and when requested.

6. AGREEMENT NOT TO COMPETE.

6.1 As used in this Agreement, "Competing Business" shall mean any
business or enterprise which is engaged in (a) the equipment leasing business;
or (b) any business, business segment or product line engaged in by the Company
on the date of termination of the Consulting Term (clauses (a) and (b)
collectively referred to herein as the "Company's Business").

6.2 The Consultant agrees that, during the Consulting Term and for
two years thereafter (but subject to the proviso contained in this Section 6.2
below), he will not, without the prior written consent of the Company, either
directly or indirectly, on his own behalf or in the service of or on behalf of
others as a shareholder, director, officer, trustee, consultant, independent
contractor or employee, engage in, or be employed by, or provide services to,
any Competing Business within the State of Florida or in any other state in
which the Company or any subsidiary or affiliate thereof is engaged in business
or in which of any of their respective products or services are marketed or sold
at the time of such termination (except that the Company acknowledges and agrees
that, notwithstanding the foregoing provisions of this Section 6.2, the
Consultant may provide

2
<PAGE> 3

investment advisory services to a Competing Business following the date which is
six months after the end of the Consulting Term). Notwithstanding the foregoing,
if an Employment Agreement is entered into, then the duration of the restriction
contained in this Section 6.2 following the end of the Consulting Term shall be
solely in accordance with the terms of Section 6.2 of such Employment Agreement.

7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Consultant agrees
that, during the Consulting Term and for two years thereafter (but subject to
the proviso contained in this Section 7 below), he will not without the prior
written consent of the Company, either directly or indirectly, call on, solicit,
take away, accept as a client, customer or prospective client, customer or
attempt to call on, solicit, take away or accept as a client, customer,
prospective client or customer, any person that was a client, customer or
prospective client or customer of the Company or any of its subsidiaries or
affiliates. Notwithstanding the foregoing, if an Employment Agreement is entered
into, then the duration of the restriction contained in this Section 7 following
the end of the Consulting Term shall be solely in accordance with the terms of
Section 7 of such Employment Agreement.

8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Consultant agrees
that, during the Consulting Term and for two years thereafter (but subject to
the proviso contained in this Section 8 below), he will not, either directly or
indirectly, on his own behalf or in the service or on behalf of others, solicit,
divert or hire, attempt to solicit, divert or hire or induce or attempt to
induce to discontinue employment with the Company or any subsidiary or affiliate
thereof, any person employed by the Company or any subsidiary or affiliate
thereof, whether or not such employee is a full time employee or a temporary
employee of the Company or any subsidiary or affiliate thereof and whether or
not such employment is for a determined period or is at will. Notwithstanding
the foregoing, if an Employment Agreement is entered into, then the duration of
the restriction contained in this Section 8 following the end of the Consulting
Term shall be solely in accordance with the terms of Section 8 of such
Employment Agreement.

9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION

9.1 As used in this Agreement, "Confidential Information" shall
mean all customer sales and marketing information, customer account records,
proprietary receipts and/or processing techniques, information regarding vendors
and products, training and operations memoranda and similar information,
personnel records, pricing information, financial information and trade secrets
concerning or relating to the business, accounts, customers, employees and
affairs of the Company, or any subsidiary or affiliate thereof, obtained by or
furnished, disclosed or disseminated to the Consultant, or obtained, assembled
or compiled by the Consultant or under his supervision during the course of his
rendering Services to the Company, and all physical embodiments of the
foregoing, all of which are hereby agreed to be the property of and confidential
to the Company, but Confidential Information shall not include any of the
foregoing to the extent the same is or becomes publicly known through no fault
or breach of this Agreement by the Consultant.

3
<PAGE> 4

9.2 The Consultant acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon the end of the Consulting Term, as a prior
condition to the Consultant's receipt of any final Fee payments hereunder, the
Consultant shall deliver to the Company all property belonging to the Company or
any of its subsidiaries or affiliates, including, without limitation, all
Confidential Information (and all embodiments thereof), then in his custody,
control or possession, but any forfeiture of such payments shall not be
considered a satisfaction or a release of or liquidated damages for any claim(s)
for damages against the Consultant which may accrue to the Company, as a result
of any breach of this Section 9 by the Consultant.

9.3 The Consultant agrees that he will not, either during the
Consulting Term or at any time thereafter, without the prior written consent of
the Company, use, disclose or make available any Confidential Information to any
person or entity, nor shall he use, disclose, make available or cause to be
used, disclosed or made available, or permit or allow, either on his own behalf
or on behalf of others, any use or disclosure of such Confidential Information
other than in the proper performance of the Consultant's duties hereunder.

10. INVENTIONS. The Consultant shall disclose promptly to the Company
any and all conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by the
Consultant, solely or jointly with another, during the Consulting Term and that
are directly related to the business or activities of the Company and that the
Consultant conceives as a result of his rendering Services to the Company,
regardless of whether or not such ideas, inventions, or improvements qualify as
"works for hire." The Consultant hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, the Consultant shall execute any and all applications, assignments
or other instruments that the Company shall deem necessary to apply for and
obtain Letters Patent of the United States or any foreign country or to
otherwise protect the Company's interest therein.

11. REASONABLENESS OF RESTRICTIONS. In the event that any provision
relating to time period or geographic area of any restriction set forth in
Sections 6, 7, 8, 9 or 10 shall be declared by a court of competent jurisdiction
to exceed the maximum time period or area of restriction that the court deems
reasonable and enforceable, the time period or area of restriction which the
court finds to be reasonable and enforceable shall be deemed to become, and
thereafter shall be, the maximum time period or geographic area of such
restriction.

12. ENFORCEABILITY. Any provision of Sections 6, 7, 8, 9 or 10 which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, but shall be enforced to the
maximum extent permitted by law, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

4
<PAGE> 5

13. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Consultant of any of the covenants contained in
Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Consultant recognizes and hereby acknowledges
that the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Consultant or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess.

14. TERMINATION; COMPENSATION. Either party shall have the right to
terminate the Consulting Term at any time. If the Consulting Term is terminated
by the Company pursuant to this Section 14 prior to the time at which it would
otherwise have expired under Section 2 hereof, then the Company shall continue
to pay the Consultant the Fee for the remaining portion of the Consulting Term.

15. PRIOR AGREEMENTS. The Consultant represents to the Company that:
(a) other than those set forth in this Agreement, there are no agreements,
arrangements or understandings, written or oral, with the Company with respect
to his retention as a consultant, his employment, payment of compensation or
entitlement to benefits for himself, or his heirs or beneficiaries of any kind;
(b) there are no restrictions, agreements or understandings whatsoever to which
the Consultant is a party or by which he is bound which would prevent or make
unlawful his execution of this Agreement or his retention as a consultant
hereunder; (c) his execution of this Agreement and his retention as a consultant
hereunder do not constitute a breach of any contract, agreement or
understanding, oral or written, to which he is a party or by which he is bound;
and (d) he is free and able to execute this Agreement and to enter into the
consulting arrangement hereunder on the terms and subject to the conditions
hereof.

16. GENERAL PROVISIONS.

16.1 Indulgences, Etc. Any failure or delay on the part of any party
to exercise any right, remedy, power or privilege under this Agreement will not
operate as a waiver thereof, nor will any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power or privilege, nor will any waiver of
any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of that right, remedy, power or privilege with respect to
any other occurrence.

16.2 Notices. All notices, requests, demands and other
communications required or permitted under this Agreement must be in writing and
will be deemed to have been duly given, made and received only when delivered
(personally, by facsimile transmission or by courier service such as Federal
Express, or by other messenger) or when deposited in the United States mails,
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:

5
<PAGE> 6

(i) If to the Consultant:

Bruce E. Kropschot
7035 S.E. Harbor Circle
Stuart, FL 34996

(ii) If to the Company:

UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New

with a copy given in the manner prescribed above to:

Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson

Any party may alter the address to which communications or copies are to be sent
by giving notice of any change of address to the other party in conformity with
the provisions of this paragraph for the giving of notice.

16.3 Binding Nature of Agreement; Assignment. This Agreement shall
be binding upon and inure to the benefit of the Company and its successors and
assigns and shall be binding upon the Consultant, his heirs and legal
representatives. The Company may assign this Agreement at any time to any
affiliate, provided that such assignee assumes all of the obligations of the
Company hereunder; the Consultant may not assign this Agreement.

16.4 Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which will be deemed to be an original and
all of which will together constitute one and the same instrument.

16.5 Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision will be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

16.6 Entire Agreement. This Agreement (including the Exhibit
attached hereto) contains the entire understanding between the parties hereto
with respect to the subject matter of this Agreement, and supersedes all prior
and contemporaneous agreements and understandings,

6
<PAGE> 7

inducements or conditions, express or implied, oral or written, with respect to
the subject matter of this Agreement. The express terms of this Agreement
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.

16.7 Remedies. The rights conferred upon the Company pursuant to
Section 13 hereof shall not be exclusive of, but shall be in addition to, any
other rights or remedies which the Company may have at law, in equity or
otherwise.

16.8 Section Headings. The section headings in this Agreement are
for convenience only; they form no part of this Agreement and will not affect
its interpretation.

16.9 Governing Law. This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Florida,
excluding the choice of law rules thereof. The Company and the Consultant each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in any such suit, action or
proceeding that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.

16.10 Survival. The provisions of Sections 6, 7, 9, 10, 11, 12, 13
and 16 hereof shall survive the termination of this Agreement to the extent
necessary to effectuate the respective purposes of such provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7
<PAGE> 8

IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of November 14, 1997.

UNICAPITAL CORPORATION

By:
---------------------------------------
Name:
Title:

CONSULTANT

------------------------------------------
Bruce E. Kropschot

Exhibit A: Form of Employment Agreement

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EXHIBIT A
FORM OF EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of ____________, 1998 by and between UNICAPITAL CORPORATION, a
Delaware corporation (the "Company"), and BRUCE E. KROPSCHOT (the "Employee").

R E C I T A L S

The Company desires to obtain the services of the Employee in the
employment of the Company on the terms and subject to the conditions set forth
in this Agreement, and the Employee desires to make his services available to
the Company on the terms and subject to the conditions set forth in this
Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises, agreements and mutual
covenants set forth herein, the parties hereto, intending to be bound legally,
hereby agree as follows:

1. DEFINITIONS. The following terms when used herein, unless the
context otherwise requires, shall be defined as follows:

1.1 "Cause" shall have the meaning set forth in Section 5.1 hereof.

1.2 "Company" shall mean UniCapital Corporation, a Delaware
corporation.

1.3 "Competing Business" shall have the meaning set forth in
Section 6.1 hereof.

1.4 "Confidential Information" shall have the meaning set forth in
Section 9.1 hereof.

1.5 "Term" shall have the meaning set forth in Section 3 hereof.

2. EMPLOYMENT

2.1 General. The Company hereby agrees to employ the Employee as
Vice Chairman -- Mergers & Acquisitions during the Term of this Agreement on the
terms and subject to the conditions contained in this Agreement, and the
Employee hereby agrees to accept such employment on the terms and subject to the
conditions contained in this Agreement.

2.2 Duties of Employee. During the Term of this Agreement, the
Employee shall diligently perform all duties and responsibilities as may be
assigned to him by the Company's Board

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of Directors and shall exercise such power and authority as may from time to
time be delegated to him thereby. The Employee shall devote his full business
time and attention to the business and affairs of the Company as necessary to
perform his duties and responsibilities hereunder, render such services to the
best of his ability, and use his best efforts to promote the interests of the
Company.

3. TERM. Subject to the provisions of Section 5 of this Agreement, the
Company shall employ the Employee for a term commencing on the date first
written above (the "Effective Date"), which shall be the date of consummation of
the initial public offering by the Company of its common stock (the "IPO")
pursuant to a registration statement on Form S-1 filed by the Company with the
Securities and Exchange Commission (the "SEC") relating to such IPO (the
"Registration Statement") and declared effective by the SEC and expiring on the
date which is the second (2nd) anniversary of the earlier of (i) April 1, 1998
or (ii) the date of initial filing of the Registration Statement with the SEC.

4. COMPENSATION.

4.1 Salary. The Employee shall receive an annual salary of
Four-Hundred-Fifty Thousand Dollars ($450,000.00) during the Term of this
Agreement, and such salary shall be payable in installments consistent with the
Company's normal payroll schedule commencing on either the first or fifteenth
day of the month, as the case may be, following the Effective Date.

4.2 Benefits. During the Term of this Agreement, the Employee shall
be entitled to participate in all plans adopted for the general benefit of the
Company's employees, such as stock option plans, 401(k) plans, pension plans,
profit sharing plans, medical plans, group or other insurance plans and
benefits, to the extent that the Employee is and remains eligible to participate
therein and subject to the eligibility provisions of such plans in effect from
time to time. For each calendar year during the Term of this Agreement, the
Employee shall be entitled to not less than four weeks of paid vacation,
prorated for any period of employment of less than an entire year.

4.3 Withholding. Notwithstanding any provision in this Agreement to
the contrary, all payments required to be made by the Company hereunder to the
Employee in connection with the Employee's employment hereunder shall be subject
to withholding of such amounts relating to taxes as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, in whole or in part, the Company may, in its
sole discretion, accept other provisions for the payment of taxes, provided that
the Company is satisfied that all requirements of law affecting its
responsibilities to withhold have been satisfied.

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4.4 Reimbursement of Expenses. The Company agrees to reimburse the
Employee for all reasonable business expenses (including, without limitation,
reasonable travel and entertainment expenses) incurred by the Employee in the
discharge of his duties hereunder, subject to the Company's reimbursement
policies in effect from time to time. The Employee agrees to maintain reasonable
records of his business expenses in such form and detail as the Company may
request and to make such records available to the Company as and when requested.

5. TERMINATION

5.1 Termination for Cause. Notwithstanding any provision in this
Agreement to the contrary, this Agreement may be terminated by the Company for
"Cause" at any time during the Term hereof, and such termination shall be
effective immediately upon written notice to the Employee. For purposes of this
Agreement, "Cause" for the termination of the Employee's employment hereunder
shall be deemed to exist if, in the reasonable judgment of the Company's Board
of Directors: (a) the Employee commits fraud, theft or embezzlement against the
Company; (b) the Employee commits a felony or a crime involving moral turpitude;
(c) the Employee compromises trade secrets or other proprietary information of
the Company; (d) the Employee breaches any non-competition or non-solicitation
agreement with the Company or any subsidiary or affiliate thereof; (e) the
Employee breaches any of the terms of this Agreement (other than those
referenced in clauses (c) and (d) of this Section 5.1) and fails to cure such
breach within 10 days after the receipt of written notice of such breach from
the Company; or (f) the Employee engages in gross negligence or willful
misconduct that causes harm to the business and operations of the Company or a
subsidiary or affiliate thereof. Upon any termination pursuant to this Section
5.1, the Employee shall be entitled to be paid solely the Employee's salary then
in effect through the effective date of termination, and the Company shall have
no further liability or other obligation of any kind whatsoever to the Employee.

5.2 Termination by the Company Without Cause. The Company may, in
its sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the term of this Agreement,
without "Cause" (as such term is defined in Section 5.1 above), or otherwise
without any cause, reason or justification, provided that the Company provides
to the Employee at least sixty (60) days' prior written notice (the "Termination
Notice") of such termination. In the event of any such termination by the
Company, (a) the Employee's employment with the Company shall cease and
terminate on the date specified in the Termination Notice (or, if no date is so
specified, on the date which is 60 days following the date of such notice), and
(b) the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect for the shorter of (x) the 12-month period following the
Employee's termination or (y) the remaining Term of this Agreement, payable over
such period at the Company's regular and customary intervals for the payment of
salaries as then in effect, and the Company shall have no further liability or
other obligation of any kind whatsoever to the Employee.

5.3 Death of the Employee. In the event that the Employee shall die
during the Term of this Agreement, the Employee's employment with the Company
shall immediately cease

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and terminate and the Employee's estate, heirs (at law), devisees, legatees or
other proper and legally entitled descendants, or the personal representative,
executor, administrator or other proper legal representative on behalf of such
descendants, shall be entitled to receive and be paid solely the Employee's
salary through the date of death, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.

5.4 Disability of the Employee. In the event that the Employee
becomes incapacitated during the Term by reason of sickness, accident or other
mental or physical disability such that he is substantially unable to perform
his duties and responsibilities hereunder for a period of 60 consecutive days,
or for shorter or intermittent periods aggregating 90 days during any 12-month
period (a "Disability"), the Company thereafter shall have the right, in its
sole and absolute discretion, to terminate the Employee's employment under this
Agreement by sending written notice of such termination to the Employee or its
legal guardian or other proper legal representative and thereupon his employment
hereunder shall immediately cease and terminate. In the event of any such
termination, the Employee shall be entitled to receive and be paid solely the
Employee's salary then in effect through the effective date of termination and
the Company shall have no further liability or other obligation of any kind
whatsoever to the Employee.

5.5 Termination by the Employee. Provided that the Company does not
have "Cause" to terminate the Employee pursuant to Section 5.1 above, the
Employee may terminate the Employee's employment with the Company hereunder at
any time and for any reason. Employee must provide to the Company written notice
of such termination not less than 365 days prior to the date such termination is
to be effective. Upon any termination pursuant to this Section 5.5, the Employee
shall be entitled to be paid solely the Employee's salary then in effect through
the effective date of termination, and the Company shall have no further
liability or other obligation of any kind whatsoever to the Employee.

6. AGREEMENT NOT TO COMPETE

6.1 As used in this Agreement, "Competing Business" shall mean any
business or enterprise which is engaged in (a) the equipment leasing business;
or (b) any business, business segment or product line engaged in by the Company
on the date of termination of the Employee's employment with the Company
(clauses (a) and (b) collectively referred to herein as the "Company's
Business").

6.2 The Employee agrees that, during the Term of this Agreement and
for two years following the termination or expiration of his employment for any
reason whatsoever, he will not, without the prior written consent of the
Company, either directly or indirectly, on his own behalf or in the service of
or on behalf of others as a shareholder, director, officer, trustee, consultant,
independent contractor or employee, engage in, or be employed by, or provide
services to, any Competing Business within the State of Florida or in any other
state in which the Company or any subsidiary or affiliate thereof is engaged in
business or in which of any of their respective products or services are
marketed or sold at the time of such termination (except that the Company

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acknowledges and agrees that, notwithstanding the foregoing provisions of this
Section 6.2, the Employee may provide investment advisory services to a
Competing Business following the date which is six months after the termination
or expiration of the Employee's employment with the Company for any reason
whatsoever).

7. AGREEMENT NOT TO SOLICIT OR SELL TO CUSTOMERS. The Employee agrees
that, during the Term of this Agreement and for two years following the
termination or expiration of his employment for any reason whatsoever, he will
not without the prior written consent of the Company, either directly or
indirectly, call on, solicit, take away, accept as a client, customer or
prospective client, customer or attempt to call on, solicit, take away or accept
as a client, customer prospective client or customer, any person that was a
client, customer or prospective client or customer of the Company or any of its
subsidiaries or affiliates.

8. AGREEMENT NOT TO SOLICIT OR HIRE EMPLOYEES. The Employee agrees that
during the Term of this Agreement and for two years following the termination or
expiration of his employment for any reason whatsoever, he will not, either
directly or indirectly, on his own behalf or in the service or on behalf of
others, solicit, divert or hire, attempt to solicit, divert or hire or induce or
attempt to induce to discontinue employment with the Company or any subsidiary
or affiliate thereof, any person employed by the Company or any subsidiary or
affiliate thereof, whether or not such employee is a full time employee or a
temporary employee of the Company or any subsidiary or affiliate thereof and
whether or not such employment is for a determined period or is at will.

9. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION

9.1 As used in this Agreement, "Confidential Information" shall mean
all customer sales and marketing information, customer account records,
proprietary receipts and/or processing techniques, information regarding vendors
and products, training and operations memoranda and similar information,
personnel records, pricing information, financial information and trade secrets
concerning or relating to the business, accounts, customers, employees and
affairs of the Company, or any subsidiary or affiliate thereof, obtained by or
furnished, disclosed or disseminated to the Employee, or obtained, assembled or
compiled by the Employee or under his supervision during the course of his
employment by the Company, and all physical embodiments of the foregoing, all of
which are hereby agreed to be the property of and confidential to the Company,
but Confidential Information shall not include any of the foregoing to the
extent the same is or becomes publicly known through no fault or breach of this
Agreement by the Employee.

9.2 The Employee acknowledges and agrees that all Confidential
Information, and all physical embodiments thereof, are confidential to and shall
be and remain the sole and exclusive property of the Company. Upon request by
the Company, and in any event upon termination of the Employee's employment with
the Company for any reason whatsoever, as a prior condition to the Employee's
receipt of any final salary or benefit payments hereunder, the Employee shall
deliver to the Company all property belonging to the Company or any of its
subsidiaries or affiliates, including, without limitation, all Confidential
Information (and all embodiments thereof),

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then in his custody, control or possession, but any forfeiture of such salary or
benefit shall not be considered a satisfaction or a release of or liquidated
damages for any claim(s) for damages against the Employee which may accrue to
the Company, as a result of any breach of this Section 9 by the Employee.

9.3 The Employee agrees that he will not, either during the Term of
this Agreement or at any time thereafter, without the prior written consent of
the Company, use, disclose or make available any Confidential Information to any
person or entity, nor shall he use, disclose, make available or cause to be
used, disclosed or made available, or permit or allow, either on his own behalf
or on behalf of others, any use or disclosure of such Confidential Information
other than in the proper performance of the Employee's duties hereunder.

10. INVENTIONS. The Employee shall disclose promptly to the Company any
and all conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by the
Employee, solely or jointly with another, during the Term of this Agreement and
that are directly related to the business or activities of the Company and that
the Employee conceives as a result of his employment by the Company, regardless
of whether or not such ideas, inventions, or improvements qualify as "works for
hire." The Employee hereby assigns and agrees to assign all his interests
therein to the Company or its nominee. Whenever requested to do so by the
Company, the Employee shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.

13. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Employee of any of the covenants contained in
Sections 6, 7, 8, 9 or 10 of this Agreement will cause irreparable harm and
damage to the Company, the monetary amount of which may be virtually impossible
to ascertain. As a result, the Employee recognizes and hereby acknowledges that
the Company shall be entitled to an injunction from any court of competent
jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in Sections 6, 7, 8, 9 or 10 of this Agreement by the
Employee or any of his affiliates, associates,

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partners or agents, either directly or indirectly, and that such right to
injunction shall be cumulative and in addition to whatever other remedies the
Company may possess.

14. ASSIGNMENT. The Employee shall not delegate his employment
obligations pursuant to this Agreement to any other person.

15. EMPLOYER'S AUTHORITY. The relationship between the parties hereto
is that of employer and employee. The Employee agrees to observe and comply with
the rules and regulations of the Company, as adopted by the Company from time to
time with respect to the performance of the duties of the Employee. The Employee
acknowledges that he has no authority to enter into any contracts or other
obligations that are binding upon the Company unless such contracts or
obligations are authorized by the Board of Directors of the Company. The Company
shall have the power to direct, control and supervise the duties to be performed
by the Employee, the manner of performing said duties, and the time of
performing said duties.

16. GOVERNING LAW. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Florida, excluding
the choice of law rules thereof. The Company and the Employee each hereby
irrevocably submit to the jurisdiction of the state or federal courts located in
Dade County, Florida in connection with any suit, action or other proceeding
arising out of or relating to this Agreement and hereby agree not to assert, by
way of motion, as a defense, or otherwise in any such suit, action or proceeding
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement
or the subject matter hereof may not be enforced by such courts.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, understandings and arrangements, both oral and
written, between the parties hereto with respect to such subject matter. This
Agreement may not be modified in any way, unless by a written instrument signed
by both the Company and the Employee.

18. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or three (3) days after sent by registered or certified United
States mail, return receipt requested, postage prepaid, or the next business day
following dispatch by a reputable overnight courier service, addressed as
follows:

(i) If to the Employee:

Bruce E. Kropschot
7035 S.E. Harbor Circle
Stuart, FL 34996

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(ii) If to the Company:

UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Robert J. New

with a copy given in the manner prescribed above to:

Morgan, Lewis & Bockius LLP
One Oxford Centre, Thirty-Second Floor
Pittsburgh, PA 15219
Attention: David A. Gerson

or to such other addresses as either party hereto may from time to time give
notice of to the other party hereto in the aforesaid manner.

19. BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns.

20. SEVERABILITY. Except as otherwise provided in Sections 11 and 12,
the invalidity of any one or more of the words, phrases, sentences, clauses,
sections or subsections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses, sections
or subsections contained in this Agreement or any part thereof shall be declared
invalid, this Agreement shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or sections
or subsection or subsections had not been inserted. If such invalidity is caused
by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such
invalidity.

21. DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Employee from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the non-prevailing party shall pay all reasonable court costs
and attorneys' fees of the other party.

22. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

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23. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the parties hereto and their respective heirs, personal
representative, legal representative, successors and assigns, any rights or
remedies under or by reason of this Agreement.

24. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company in exercising any right, power or privilege under
this Agreement, or in enforcing any provision of this Agreement, shall impair
any such right, power or privilege, or be construed as a waiver of any default
or as any acquiescence therein, or shall affect the right of the Company
thereafter to enforce each and every provision of this Agreement in accordance
with its terms. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall neither operate nor be construed
as a waiver of any subsequent breach or violation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

UNICAPITAL CORPORATION

By:
------------------------------------------
Name:
Title:

EMPLOYEE

---------------------------------------------
Bruce E. Kropschot

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Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of this ___ day of ___________,
1998, is among CLA Holdings, Inc., a Delaware corporation (the "Company"),
UniCapital Corporation ("UniCapital"), a Delaware corporation, and Stuart Cauff
("Employee").

RECITALS

The Company desires to continue to employ Employee and to have the
benefit of his skills and services, and Employee desires to continue employment
with the Company, a wholly-owned subsidiary of UniCapital, on the terms and
conditions set forth herein.

It is a condition to the consummation of the transactions set forth in
the Agreement and Plan of Contribution (the "Purchase Agreement") by and among
UniCapital, CLA Acquisition Corp., Employee, The 1998 Cauff Family Trust, Wayne
D. Lippman and The 1998 Lippman Family Trust that the parties hereto enter into
this Agreement. The Company and UniCapital are sometimes collectively referred
to herein as the "Companies."

NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:

AGREEMENTS

1. EMPLOYMENT; TERM. The Companies hereby employ Employee to perform
the duties described herein, and Employee hereby accepts employment with the
Companies, for a term beginning on the date hereof and continuing for a period
of three years (the "Term").

2. POSITION AND DUTIES. UniCapital and the Company hereby employ
Employee as the President and Chief Executive Officer of each of the Company and
the "Big Ticket Leasing Division" of UniCapital. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of
the President and Chief Executive Officer of the Company and the Big Ticket
Leasing Division and will report directly to the Chief Executive Officer and the
Board of Directors (the "Board") of UniCapital. For purposes of this Agreement
only (and specifically not for any purpose under the Purchase Agreement,
including Section 2.5 of the Purchase Agreement), the term "Big Ticket Leasing
Division" means the subsidiaries or other business units of UniCapital that
conduct the business of leasing and financing of airplanes, boats, satellites,
railroads, and other assets that are defined from time to time by the Board as
appropriate for inclusion in its Big Ticket Leasing Division. Employee hereby
accepts this employment upon the terms and conditions herein contained and
agrees to devote all of his professional time, attention, and efforts to promote
and further the business of the Company and the Big Ticket Leasing Division,

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provided, however, that Employee shall be permitted to devote any time necessary
to the activities identified on Exhibit A hereto. The Employee shall be
permitted, to the extent that such activities do not interfere with or detract
from the Employee's performance of his duties and responsibilities hereunder, to
(i) manage the Employee's personal, financial and legal affairs, and (ii) serve
on corporate, civic or charitable boards or committees unless the Board or Chief
Executive Officer of UniCapital reasonably determines that such service in any
instance would be inimical to or otherwise not in the best interests of the
Companies. In furtherance of the performance of his duties hereunder, but not in
limitation of the Employee's reasonability to perform such duties, the Employee
shall be provided with reasonable administrative and technical support
consistent with his position and with the Companies' ordinary practices for the
assignment of personnel. Employee shall faithfully adhere to, execute, and
fulfill all policies established by the Companies.

3. COMPENSATION. For all services rendered by Employee, the Company
shall compensate Employee as follows:

(a) Base Salary. Effective on the date hereof, the base salary
payable to Employee shall be $300,000 per year, payable on a regular basis in
accordance with the Company's standard payroll procedures, but not less than
monthly. On at least an annual basis, the Board will review Employee's
performance and may make increases to such base salary if, in its sole
discretion, any such increase is warranted.

(b) Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount, based upon the
criteria, and payable at such times, as may be determined by the Board, upon the
advice and with the consent of the Board or the Compensation Committee thereof.
The amount, manner of payment, and form of consideration, if any, shall be
determined by the Board, in its sole and absolute discretion, and such
determination shall be binding and final. To the extent that such bonus is to be
determined in light of financial performance during a specified fiscal period
and this Agreement commences on a date after the start of such fiscal period,
any bonus payable in respect of such fiscal period's results may be prorated. In
addition, if the period of Employee's employment hereunder expires before the
end of a fiscal period, and if Employee is eligible to receive a bonus at such
time (such eligibility being subject to the restrictions set forth in Section 6
below), any bonus payable in respect of such fiscal period's results may be
prorated.

(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive all perquisites and benefits as are
customarily provided by UniCapital to its employees, subject to such changes,
additions, or deletions as UniCapital may make generally from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board.

(d) In addition, UniCapital shall grant Employee stock options
exercisable for that number of shares of its Common Stock, par value $.001 per
share (the "Common Stock") and upon the occurrence of the events listed below:

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(i) an option exercisable for 125,000 shares of Common Stock
if the cumulative aggregate "Pre-Tax Income" of the Big Ticket Leasing Division
during the "Measurement Period" exceeds $30,000,000;

(ii) an option exercisable for 125,000 shares of Common Stock
if the cumulative aggregate Pre-Tax Income of the Big Ticket Leasing Division
during the Measurement Period exceeds $60,000,000;

(iii) an option exercisable for 125,000 shares of Common Stock
if the cumulative aggregate Pre-Tax Income of the Big Ticket Leasing Division
during the Measurement Period exceeds $90,000,000; and

(iv) an option exercisable for 125,000 shares of Common Stock
if the cumulative aggregate Pre-Tax Income of the Big Ticket Leasing Division
during the Measurement Period exceeds $120,000,000.

Each of the foregoing options shall (i) be deemed to have been granted on the
date that UniCapital files its applicable Form 10-Q (with respect to the first
three fiscal quarters subject to the measurement year) and its applicable Form
10-K (with respect to the fourth fiscal quarters subject to the measurement
year) covering the period during which the applicable Pre-Tax Income threshold
was achieved, (ii) be granted under the Company's 1997 Executive Non-Qualified
Stock Option Plan (the "Plan"), (iii) vest immediately upon the date of grant,
and (iv) shall be exercisable based on an exercise price equal to the fair
market value of a share of Common Stock on the date of each such grant.

For purposes of the foregoing,

"Pre-Tax Income" means the consolidated income before taxes of UniCapital, as
set forth in its consolidated income statements included in its Forms 10-Q and
Forms 10-K covering the periods subject to the Measurement Period.

"Measurement Period" means the period beginning on January 1, 1998 and ending on
the earlier of (i) the termination of Employee's employment with the Company for
any reason other than a termination by the Company without Cause or (ii) the
four year period ended December 31, 2001.

4. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for (or,
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of his services
hereunder during the Term. All reimbursable expenses shall be appropriately
documented in reasonable detail by Employee upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy, as well as applicable federal and state tax record keeping
requirements.

5. PLACE OF PERFORMANCE. In no event may the Company or UniCapital
require

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Employee to relocate outside of Dade County, Florida. In the event that the
Company or UniCapital wishes to relocate Employee outside of Dade County,
Florida and Employee agrees to such relocation, the Company shall reimburse
Employee for the actual costs of all reasonable moving and relocation expenses
incurred by himself and his immediate family. During the Term but prior to such
relocation, the Company will reimburse the Employee of the actual cost of
transition expenses, which shall consist of the reasonable expenses of commuting
for business purposes from the Employee's current home in Dade County, Florida
to the relocation destination.

6. TERMINATION; RIGHTS ON TERMINATION. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration of the
Term:

(a) Death. The death of Employee shall immediately terminate
the Term, and no Severance Compensation (as defined below) or other compensation
shall be owed to Employee's estate, provided, however, the Employee's estate,
heirs (at law),devisees, legatees or other proper and legally entitled
descendants, or the personal representative, executor, administrator or other
proper legal representative on behalf of such descendant, shall be entitled to
receive and be paid solely the Employee's salary through the date of death and
any other compensation and benefits as may be provided in accordance with the
terms and provisions of any applicable plans or programs of the Company, and
(except as specifically set forth in this Agreement) neither UniCapital nor the
Company shall have any further liability or other obligation of any kind
whatsoever to the Employee in his capacity as such.

(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
essential functions of his position, with or without reasonable accommodation,
on a full-time basis for a period of 120 consecutive days, or for a total of
four months in any six-month period, then 30 days after written notice to
Employee (which notice may be given before or after the end of the
aforementioned periods, but which shall not be effective earlier than the last
day of the applicable period), the Company and UniCapital may terminate
Employee's employment hereunder if Employee is unable to resume his full-time
duties at the conclusion of such notice period. Subject to Section 6(e) below,
if Employee's employment is terminated as a result of Employee's disability, the
Company shall continue to pay Employee his base salary at the then-current rate
for the lesser of (i) three months from the effective date of termination, or
(ii) whatever time period is remaining under the then-current period of the Term
(without regard to renewals thereof). Such payments shall be made in accordance
with the Company's regular payroll cycle.

(c) Termination by the Company for "Cause." The Company and
UniCapital may terminate the Term 10 days after written notice to Employee for
"cause," which shall be: (i) Employee's material breach of this Agreement; (ii)
Employee's gross negligence in the performance of his duties hereunder,
intentional nonperformance or mis-performance of such duties, or refusal to
abide by or comply with the directives of the Board, his superior officers, or
the Company's or UniCapital's policies and procedures; (iii) Employee's willful
dishonesty, fraud, or misconduct with respect to the business or affairs of the
Company or UniCapital, and that in the judgment of the

<PAGE> 5

Company or UniCapital materially and adversely affects the operations or
reputation of the Company or UniCapital; (iv) Employee's conviction of a felony
or other crime involving moral turpitude; or (v) Employee's abuse of alcohol or
drugs (legal or illegal) that, in the Board's judgment, materially impairs
Employee's ability to perform his duties hereunder. In the case of a termination
for "cause," the notice of termination shall specify the basis for the Board's
determination of "cause"; provided, however, that in the case of conduct
described in clauses (i), (ii), (iii) and (v) above, such conduct shall not
constitute "cause" for the purposes of this paragraph (c) unless (A) the Board
shall have given the Employee notice setting forth with specificity (1) the
conduct deemed to constitute "cause," (2) reasonable action that would remedy
the objectionable conduct, and (3) a reasonable time (not less than 5 days)
within which the Employee may take such remedial action, and (B) the Employee
shall not have taken such specified remedial action within such specified
reasonable time. In the event of a termination for "cause," as enumerated above,
Employee shall have no right to any Severance Compensation or other
compensation.

(d) Without Cause. At any time after the commencement of
employment, the Company or UniCapital may, without cause, terminate the Term and
Employee's employment, effective 30 days after written notice is provided to
Employee. Should Employee be terminated by the Company or UniCapital without
cause, Employee shall receive from the Company compensation ("Severance
Compensation") equal to the base salary at the rate then in effect for the
lesser of (i) three months from the effective date of termination, or (ii)
whatever time period is remaining under the then-current period of the Term
(without regard to renewals thereof). Such payments shall be made in accordance
with the Company's regular payroll cycle. If Employee resigns or otherwise
terminates his employment for any reason or for no reason, other than for
disability or death pursuant to Sections 6(a) or (b), Employee shall receive no
Severance Compensation or other compensation.

(e) Payment Through Termination. Upon termination of
Employee's employment Employee shall be entitled to receive all compensation
earned and all benefits and reimbursements (including payments for accrued
vacation and sick leave, in each case in accordance with applicable policies of
the Company) due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above in this
Section 6. With respect to incentive bonus compensation, Employee shall be
entitled to receive any bonus declared but not paid prior to termination. In
addition, in the event of a termination by the Company or UniCapital under
Section 6(b) or 6(d), Employee shall be entitled to receive incentive bonus
compensation through the end of the Company's fiscal year in which termination
occurs, calculated as if Employee had remained employed by the Company through
the end of such fiscal year, and paid in such amounts, at such times, and in
such forms as are determined pursuant to Section 3(b) above and Exhibit A
attached hereto. Except as specified in the preceding two sentences, Employee
shall not be entitled to receive any incentive bonus compensation after the
effective date of termination of his employment. All other rights and
obligations of UniCapital, the Company, and Employee under this Agreement shall
cease as of the effective date of termination, except that Employee's
obligations under Sections 7, 8, 9 and 10 below shall survive such termination
in accordance with their terms and the Employer's obligations under Section 3(d)
shall continue in the event of a termination pursuant to Section 6(d).

<PAGE> 6

7. RESTRICTION ON COMPETITION.

(a) During the Term, and thereafter, if Employee continues to
be employed by the Company, UniCapital or any other entity owned by or
affiliated with the Company or UniCapital on an "at will" basis, for the
duration of such period, and thereafter for a period of two years, Employee
shall not, directly or indirectly, for himself or on behalf of or in conjunction
with any other person, company, partnership, corporation, business, group, or
other entity (each, a "Person"):

(i) engage, as an officer, director, shareholder,
owner, partner, joint venturer, or in a managerial capacity, whether as an
employee, independent contractor, consultant, advisor, or sales representative,
in any business engaged in providing or servicing equipment leasing or
speciality finance products or services in direct competition with the Company
or UniCapital, or any business engaging in the consolidation of the equipment
leasing or speciality finance industry, within the United States of America (the
"Territory");

(ii) call upon any Person who is, at that time,
within the Territory, an employee of the Company or UniCapital for the purpose
or with the intent of enticing such employee away from or out of the employ of
the Company or UniCapital;

(iii) call upon any Person who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
or UniCapital within the Territory for the purpose of soliciting or selling
products or services in direct competition with the Company or UniCapital within
the Territory; or

(iv) on Employee's own behalf or on behalf of any
competitor, call upon any Person that, during Employee's employment by the
Company or UniCapital was either called upon by the Company or UniCapital as a
prospective acquisition candidate or was the subject of an acquisition analysis
conducted by the Company or UniCapital.

(b) The foregoing restrictions shall not be construed to
prohibit the ownership by the Employee as a passive investment (i) of not more
than five percent of any class of securities of any corporation which is engaged
in any of the foregoing businesses having a class of securities registered
pursuant to Section 12 of the Exchange Act, (ii) with respect to those
activities identified on Schedule A hereto, or (iii) in any business or
enterprise that is not so directly or indirectly in competition with the any
business conducted by the Company, UniCapital or any of their respective
affiliates as such businesses exist on the date hereof.

<PAGE> 7

actions violate the terms of this Section 7, Employee shall not be deemed to
have breached the restrictive covenants contained herein if, promptly after
being notified by the Company or UniCapital of such breach, Employee ceases the
prohibited actions.

(d) For purposes of this Section 7, references to "UniCapital"
shall mean UniCapital Corporation, together with its subsidiaries and
affiliates.

(e) The covenants in this Section 7 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination.

(f) All of the covenants in this Section 7 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company or
UniCapital, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by UniCapital or the Company of such
covenants; provided, that upon the failure of the Company to make any payments
required under this Agreement, Employee may, upon 30 days' prior written notice
to the Company, waive his right to receive any additional compensation pursuant
to this Agreement and engage in any activity prohibited by the covenants of this
Section 7. It is specifically agreed that the period of two years stated at the
beginning of this Section 7, during which the agreements and covenants of
Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this Section 7.

(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his base
salary at the rate then in effect solely for the longer of (i) the time period
during which the provisions of this Section 7 shall be enforceable under the
provisions of such applicable law, or (ii) the time period during which Employee
is not engaging in any competitive activity, but in no event longer than the
applicable period provided in Section 6 above.

(h) Employee has carefully read and considered the provisions
of this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company and UniCapital, and
their respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed and
enforced in accordance with the changing activities, business, and locations of
the Company and UniCapital throughout the term of these covenants.

<PAGE> 8

(i) The covenants and agreements set forth in this Section 7
are independent of any provisions set forth in the Purchase Agreement, including
Section 14 of the Purchase Agreement.

8. CONFIDENTIAL INFORMATION. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
or UniCapital (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which
Employee has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company or UniCapital because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's and UniCapital's business and trade, including, without limitation,
technologies, products, processes, plans, clients, personnel, operations, and
business activities. This restriction shall not apply to any Confidential
Information that (a) becomes known generally to the public through no fault of
Employee; (b) is required by applicable law, legal process, or any order or
mandate of a court or other governmental authority to be disclosed; or (c) is
reasonably believed by Employee, based upon the advice of legal counsel, to be
required to be disclosed in defense of a lawsuit or other legal or
administrative action brought against Employee; provided, that in the case of
clauses (b) or (c), Employee shall give the Company reasonable advance written
notice of the Confidential Information intended to be disclosed and the reasons
and circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential treatment
of the applicable Confidential Information.

9. INVENTIONS. Employee shall disclose promptly to the Company and
UniCapital any and all significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable or not, that are
conceived or made by Employee, solely or jointly with another, in the course of
employment hereunder, and that are directly related to the business or
activities of the Company or UniCapital and that Employee conceives as a result
of his employment by the Company or UniCapital, regardless of whether or not
such ideas, inventions, or improvements qualify as "works for hire." Employee
hereby assigns and agrees to assign all his interests therein to the Company,
UniCapital or their nominees. Whenever requested to do so by the Company or
UniCapital, Employee shall execute any and all applications, assignments, or
other instruments that the Company or UniCapital shall deem necessary to apply
for and obtain Letters Patent of the United States or any foreign country or to
otherwise protect the Company's or UniCapital's interest therein.

10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment by the Company or UniCapital for any reason or no reason, Employee or
Employee's personal representative shall return to the Company or UniCapital (a)
all Confidential Information; (b) all other records, designs, patents, business
plans, financial statements, manuals, memoranda, lists, correspondence, reports,
records, charts, advertising materials, and other data or property

<PAGE> 9

delivered to or compiled by Employee by or on behalf of the Company, UniCapital
or their respective representatives, vendors, or customers that pertain to the
business of the Company or UniCapital, whether in paper, electronic, or other
form; and (c) all keys, credit cards, vehicles, and other property of the
Company or UniCapital. Employee shall not retain or cause to be retained any
copies of the foregoing. Employee hereby agrees that all of the foregoing shall
be and remain the property of the Company or UniCapital, as the case may be, and
be subject at all times to their discretion and control.

11. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company and UniCapital that the execution of this Agreement by Employee, his
employment by the Company and UniCapital, and the performance of his duties
hereunder will not violate or be a breach of any agreement with a former
employer, client, or any other Person. Further, Employee agrees to indemnify and
hold harmless the Company, UniCapital and their respective officers, directors,
and representatives for any claim, including, but not limited to, reasonable
attorneys' fees and expenses of investigation, of any such third party that such
third party may now have or may hereafter come to have against the Company,
UniCapital or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company or UniCapital, this Agreement shall
automatically supersede such agreement or understanding, and upon execution of
this Agreement by the parties hereto, such prior agreement or understanding
automatically shall be deemed to have been terminated and shall be null and
void.

12. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company and UniCapital on the basis of his
personal qualifications, experience, and skills. Employee agrees, therefore,
that he cannot assign all or any portion of his performance under this
Agreement. This Agreement may not be assigned or transferred by the Company or
UniCapital without the prior written consent of Employee. Subject to the
preceding two sentences, this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the parties hereto and their respective heirs,
legal representatives, successors, and assigns. Notwithstanding the foregoing,
if Employee accepts employment with a subsidiary or affiliate of UniCapital
other than the Company, unless Employee and his new employer agree otherwise in
writing, this Agreement shall automatically be deemed to have been assigned to
such new employer (which shall thereafter be an additional or substitute
beneficiary of the covenants contained herein, as appropriate), with the consent
of Employee, such assignment shall be considered a condition of employment by
such new employer, and references to the "Company" in this Agreement shall be
deemed to refer to such new employer. If the Company is merged with or into
another subsidiary or affiliate of UniCapital, such action shall not be
considered to cause an assignment of this Agreement, and the surviving or
successor entity shall become the beneficiary of this Agreement and all
references to the "Company" shall be deemed to refer to such surviving or
successor entity. It is intended that UniCapital will be a third-party
beneficiary of the rights of the Company under this Agreement. No other Person
shall be a third-party beneficiary.

<PAGE> 10

13. COMPLETE AGREEMENT; WAIVER; AMENDMENT. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or UniCapital or any of their
respective officers, directors, or representatives covering the same subject
matter as this Agreement. This Agreement is the final, complete, and exclusive
statement and expression of the agreement between the Company and Employee with
respect to the subject matter hereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Company, UniCapital and
Employee, and no term of this Agreement may be waived except by a writing signed
by the party waiving the benefit of such term.

14. NOTICE. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

To the Company or UniCapital Corporation
UniCapital: 1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Martin Kalb, Esquire
Telefax: (305) 866-8449

with a copy to: Morgan, Lewis & Bockius LLP
One Oxford Centre, 32nd Floor
Pittsburgh, PA 15219
Attention: David A. Gerson, Esquire
Telefax: (412) 560-3399

To Employee: Stuart Cauff
Cauff, Lippman Aviation, Inc.
9420 S.W. 77th Avenue
Miami, FL 33156
Telefax: (305) 271-1339

with a copy to: Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005
Michael W. Goroff, Esquire
Telefax: (212) 530-5219

Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notifying the other party of such change in accordance with this
Section 14.

<PAGE> 11

15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The headings of this Agreement are inserted
for convenience only and shall not constitute a part of this Agreement or be
used to construe or interpret any provision hereof. Section, subsection,
schedule and exhibit references are to this Agreement unless otherwise
specified.

16. EQUITABLE REMEDY. Because of the difficulty of measuring economic
losses to the Company and/or UniCapital as a result of a breach of the
restrictive covenants set forth in Sections 7, 8, 9 and 10, and because of the
immediate and irreparable damage that would be caused to the Company and/or
UniCapital for which monetary damages would not be a sufficient remedy, it is
hereby agreed that in addition to all other remedies that may be available to
the Company or UniCapital at law or in equity, the Company and UniCapital shall
be entitled to specific performance and any injunctive or other equitable relief
as a remedy for any breach or threatened breach of the aforementioned
restrictive covenants.

17. ARBITRATION. Any unresolved dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to, detract
from, or modify any provision hereof nor to award punitive damages to any
injured party. A decision by a majority of the arbitration panel shall be final
and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by the Company. Each party shall bear its own counsel fees. The
arbitration proceeding shall be held in the city where the principal office of
the Company is located. Notwithstanding the foregoing, the Company and/or
UniCapital shall be entitled to seek injunctive or other equitable relief, as
contemplated by Section 16 above, from any court of competent jurisdiction,
without the need to resort to arbitration.

18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without giving effect to any
conflicts of laws principles thereof that would compel the application of the
substantive laws of any other jurisdiction. The Company and the Employee each
hereby irrevocably submit to the jurisdiction of the state or federal courts
located in Dade County, Florida in connection with any suit, action or other
proceeding arising out of or relating to this Agreement and hereby agree not to
assert, by way of motion, as a defense, or otherwise in an such suit, action or
proceeding that the suit, action nor proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof may not be enforced by such courts.

19. AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Company and the Employee. No delay or failure at any time
on the part of the Company or the Employee in

<PAGE> 12

exercising any right, power or privilege under this Agreement, or in enforcing
any provision of this Agreement, shall impair any such right power or privilege,
or be constructed as a wavier of any default or as any acquiescence therein, or
shall affect the right of the Company or the Employee thereafter to enforce each
and every provision of this Agreement in accordance with its terms. The waiver
by either party hereto of a breach or violation of any term or provision of this
Agreement shall neither operate nor be construed as a waiver of any subsequent
breach or violation.

20. SURVIVAL. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement or the Term for any
reason to the extent necessary to the intended provision of such rights and the
intended performance of such obligations.

21. GUARANTY OF PERFORMANCE. UniCapital unconditionally guarantees the
full, prompt and faithful payment of all the payments and the full, prompt and
faithful performance of all the other obligations of the Company pursuant to
this Agreement, however created, arising or evidenced, whether direct or
indirect, absolute or contingent, or now or hereafter existing, or due or to
become due, subject, in each case, to any and all defenses that the Company or
UniCapital may have to any such payment or performance hereunder.

22. INTERPRETATION. Unless the context of this Agreement clearly
requires otherwise, (a) references to the plural include the singular, the
singular the plural, and the part the whole, (b) "or" has the inclusive meaning
frequently identified with the phrase "and/or" and (c) "including" has the
inclusive meaning frequently identified with the phrase "but not limited
to."Each accounting term used herein that is not specifically defined herein
shall have the meaning given to it under U.S.
generally accepted accounting principles, consistently applied.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE> 13

IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed as of the date first written above.

COMPANY

By:
-----------------------------------
Name: Martin Kalb
Title: Executive Vice President

EMPLOYEE:

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

<PAGE> 1

Exhibit 10.13

Form of Employment Agreement

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of this ____ day of _______, 1998,
is by and among UniCapital Corporation ("UniCapital"), a Delaware corporation,
Jacom Computer Services, Inc., a New York corporation (the "Company") and a
wholly-owned subsidiary of UniCapital and John L. Alfano ("Employee").

RECITALS

The Company desires to continue to employ Employee and to have the
benefit of his skills and services, and Employee desires to continue employment
with the Company, on the terms and conditions set forth herein.

AGREEMENTS

1. EMPLOYMENT; TERM. The Company hereby employs Employee to perform the
duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date hereof and continuing for a period of
two years (the "Term").

2. POSITION AND DUTIES. The Company hereby employs Employee as
President and UniCapital hereby names Employee National Marketing Director of
UniCapital. As such, Employee shall have responsibilities, duties and authority
reasonably accorded to and expected of the President of the Company, including,
but not limited to, day to day control of the Company and the full authority
accorded the President of the Company before it became a subsidiary of
UniCapital. Notwithstanding the foregoing, Employee will report directly to, and
will be subject to the authority of, the Board of Directors of the Company (the
"Board"). Employee hereby accepts this employment upon the terms and conditions
herein contained and agrees to devote all of his professional time, attention,
and efforts to promote and further the business of the Company and, if consented
to by the Employee, a particular business area of UniCapital. Employee shall
faithfully adhere to, execute, and fulfill all policies established by the
Company. During the Term, the Company's principal executive office shall be
located at its current location in the State of New Jersey and Employee shall
not be required to be based in any other offices without his prior consent.

<PAGE> 2

3. COMPENSATION. For all services rendered by Employee, the Company
shall compensate Employee as follows:

(b) Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount, based upon the
criteria, and payable at such times, as may be determined by the Board, upon the
advice and with the consent of UniCapital's Board of Directors or the
Compensation Committee thereof. The amount, manner of payment, and form of
consideration, if any, shall be determined by the Board, in its sole and
absolute discretion, and such determination shall be binding and final. To the
extent that such bonus is to be determined in light of financial performance
during a specified fiscal period and this Agreement commences on a date after
the start of such fiscal period, any bonus payable in respect of such fiscal
period's results may be prorated. In addition, if the period of Employee's
employment hereunder expires before the end of a fiscal period, and if Employee
is eligible to receive a bonus at such time (such eligibility being subject to
the restrictions set forth in Section 6 below), any bonus payable in respect of
such fiscal period's results may be prorated.

(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive all perquisites and benefits as are
customarily provided by the Company to its employees, subject to such changes,
additions, or deletions as the Company may make generally from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board.

5. [INTENTIONALLY OMITTED]

6. TERMINATION; RIGHTS ON TERMINATION. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration of the
Term:

(a) Death. The death of Employee shall immediately terminate
the Term, and no Severance Compensation (as defined below) or other compensation
shall be owed to Employee's estate.

<PAGE> 3

(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
essential functions of his position, with or without reasonable accommodation,
on a full-time basis for a period of four consecutive months, or for a total of
four months in any six-month period, then 30 days after written notice to
Employee (which notice may be given before or after the end of the
aforementioned periods, but which shall not be effective earlier than the last
day of the applicable period), the Company may terminate Employee's employment
hereunder if Employee is unable to resume his full-time duties at the conclusion
of such notice period. Subject to Section 6(f) below, if Employee's employment
is terminated as a result of Employee's disability, the Company shall continue
to pay Employee his base salary at the then-current rate for the lesser of (i)
three months from the effective date of termination, or (ii) whatever time
period is remaining under the then-current period of the Term (without regard to
renewals thereof). Such payments shall be made in accordance with the Company's
regular payroll cycle.

(c) Termination by the Company for "Cause." The Company may
terminate the Term 10 days after written notice to Employee for "cause," which
shall be: (i) Employee's material breach of this Agreement; (ii) Employee's
gross negligence in the performance of his duties hereunder, intentional
nonperformance or mis-performance of such duties, or refusal to abide by or
comply with the directives of the Board, his superior officers, or the Company's
policies and procedures; (iii) Employee's willful dishonesty, fraud, or
misconduct with respect to the business or affairs of the Company or UniCapital,
and that in the judgment of the Company or UniCapital materially and adversely
affects the operations or reputation of the Company or UniCapital; (iv)
Employee's conviction of a felony or other crime involving moral turpitude; or
(v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's judgment, materially impairs Employee's ability to perform his duties
hereunder. In the event of a termination for "cause," as enumerated above,
Employee shall have no right to any Severance Compensation or other
compensation.

(d) Without Cause. At any time after the commencement of
employment, the Company may, without cause, terminate the Term and Employee's
employment, effective 30 days after written notice is provided to Employee.
Should Employee be terminated by the Company without cause, Employee shall
receive from the Company compensation ("Severance Compensation") equal to the
base salary at the rate then in effect for the lesser of (i) three months from
the effective date of termination, or (ii) whatever time period is remaining
under the then-current period of the Term (without regard to renewals thereof).
Such payments shall be made in accordance with the Company's regular payroll
cycle. If Employee resigns or otherwise terminates his employment for any reason
or for no reason, other than for disability pursuant to Section 6(b), Employee
shall receive no Severance Compensation or other compensation.

<PAGE> 4

compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above in this
Section 6. With respect to incentive bonus compensation, Employee shall be
entitled to receive any bonus declared but not paid prior to termination. In
addition, in the event of a termination by the Company under Section 6(b) or
6(d), Employee shall be entitled to receive incentive bonus compensation through
the end of the Company's fiscal year in which termination occurs, calculated as
if Employee had remained employed by the Company through the end of such fiscal
year, and paid in such amounts, at such times, and in such forms as are
determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except
as specified in the preceding two sentences, Employee shall not be entitled to
receive any incentive bonus compensation after the effective date of termination
of his employment. All other rights and obligations of UniCapital, the Company,
and Employee under this Agreement shall cease as of the effective date of
termination, except that Employee's obligations under Sections 7, 8, 9 and 10
below shall survive such termination in accordance with their terms.

7. RESTRICTION ON COMPETITION.

(a) During the Term, and thereafter, if Employee continues to
be employed by the Company and/or any other entity owned by or affiliated with
the Company or UniCapital on an "at will" basis, for the duration of such
period, and thereafter for a period of two years, Employee shall not, directly
or indirectly, for himself or on behalf of or in conjunction with any other
person, company, partnership, corporation, business, group, or other entity
(each, a "Person"):

<PAGE> 5

(b) The foregoing covenants shall not be deemed to prohibit
Employee from acquiring as an investment not more than five percent of the
capital stock of a competing business, whose stock is traded on a national
securities exchange or through the automated quotation system of a registered
securities association.

(c) It is further agreed that, in the event that Employee
shall cease to be employed by the Company or UniCapital and enters into a
business or pursues other activities that, at such time, are not in competition
with the Company or UniCapital, Employee shall not be chargeable with a
violation of this Section 7 if the Company or UniCapital subsequently enters the
same (or a similar) competitive business or activity. In addition, if Employee
has no actual knowledge that his actions violate the terms of this Section 7,
Employee shall not be deemed to have breached the restrictive covenants
contained herein if, promptly after being notified by the Company or UniCapital
of such breach, Employee ceases the prohibited actions.

(d) For purposes of this Section 7, references to "UniCapital"
shall mean UniCapital Corporation, together with its subsidiaries and
affiliates.

<PAGE> 6

applicable law, or (ii) the time period during which Employee is not engaging in
any competitive activity, but in no event longer than the applicable period
provided in Section 6 above.

8. CONFIDENTIAL INFORMATION. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
and/or UniCapital (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to which
Employee has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company and/or UniCapital because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's and UniCapital's business and trade, including, without limitation,
technologies, products, processes, plans, clients, personnel, operations, and
business activities. This restriction shall not apply to any Confidential
Information that (a) becomes known generally to the public through no fault of
Employee; (b) is required by applicable law, legal process, or any order or
mandate of a court or other governmental authority to be disclosed; or (c) is
reasonably believed by Employee, based upon the advice of legal counsel, to be
required to be disclosed in defense of a lawsuit or other legal or
administrative action brought against Employee; provided, that in the case of
clauses (b) or (c), Employee shall give the Company reasonable advance written
notice of the Confidential Information intended to be disclosed and the reasons
and circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential treatment
of the applicable Confidential Information.

9. INVENTIONS. Employee shall disclose promptly to the Company and
UniCapital any and all significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable or not, that are
conceived or made by Employee, solely or jointly with another, during the period
of employment or within one year thereafter, and that are directly related to
the business or activities of the Company or UniCapital and that Employee
conceives as a result of his employment by the Company, regardless of whether or
not such ideas, inventions, or improvements qualify as "works for hire."
Employee hereby assigns and agrees to assign all his interests therein to the
Company or its nominee. Whenever requested to do so by the Company, Employee
shall execute any and all applications, assignments, or other instruments that
the Company shall deem necessary to apply for and obtain Letters Patent of the
United States or any foreign country or to otherwise protect the Company's
interest therein.

<PAGE> 7

10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment by the Company for any reason or no reason, Employee or Employee's
personal representative shall return to the Company (a) all Confidential
Information; (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, correspondence, reports, records, charts,
advertising materials, and other data or property delivered to or compiled by
Employee by or on behalf of the Company, UniCapital or their respective
representatives, vendors, or customers that pertain to the business of the
Company or UniCapital, whether in paper, electronic, or other form; and (c) all
keys, credit cards, vehicles, and other property of the Company or UniCapital.
Employee shall not retain or cause to be retained any copies of the foregoing.
Employee hereby agrees that all of the foregoing shall be and remain the
property of the Company or UniCapital, as the case may be, and be subject at all
times to their discretion and control.

11. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee, his employment by the
Company, and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede such agreement or understanding, and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.

12. ASSIGNMENT; BINDING EFFECT. Employee understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement. This
Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Notwithstanding the foregoing, if Employee accepts
employment with a subsidiary or affiliate of UniCapital other than the Company,
unless Employee and his new employer agree otherwise in writing, this Agreement
shall automatically be deemed to have been assigned to such new employer (which
shall thereafter be an additional or substitute beneficiary of the covenants
contained herein, as appropriate), with the consent of Employee, such assignment
shall be considered a condition of employment by such new employer, and
references to the "Company" in this Agreement shall be deemed to refer to such
new employer. If the Company is merged with or into another subsidiary or
affiliate of UniCapital, such action shall not be considered to cause an
assignment of this Agreement, and the surviving or successor entity shall become
the beneficiary of this Agreement and all references to the "Company" shall be
deemed to refer to such surviving or successor entity. It is intended that
UniCapital will be a third-party

<PAGE> 8

beneficiary of the rights of the Company under this Agreement. No other Person
shall be a third-party beneficiary.

13. COMPLETE AGREEMENT; WAIVER; AMENDMENT. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to the
subject matter hereof, and cannot be varied, contradicted, or supplemented by
evidence of any prior or contemporaneous oral or written agreements. This
written Agreement may not be later modified except by a further writing signed
by a duly authorized officer of the Company and Employee, and no term of this
Agreement may be waived except by a writing signed by the party waiving the
benefit of such term.

14. NOTICE. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

To the Company: UniCapital Corporation
1111 Kane Concourse, Suite 301
Bay Harbor Island, FL 33154
Attention: Martin Kalb, Esquire
Telefax: (305) 866-8449

with a copy to: Morgan, Lewis & Bockius, LLP
One Oxford Centre, 32nd Floor
Pittsburgh, PA 15219
Attention: David A. Gerson, Esquire
Telefax: (412) 560-3399

To Employee: John L. Alfano
207 Washington
Northvale, New Jersey 07647

15. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. This
severability provision shall be in addition to, and not in place of, the
provisions of Section 7(e) above. The paragraph headings herein are for
reference purposes only and are not

<PAGE> 9

intended in any way to describe, interpret, define or limit the extent or intent
of the Agreement or of any part hereof.

18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of New York, without giving effect to any
conflicts of laws principles thereof that would compel the application of the
substantive laws of any other jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE> 10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

JACOM COMPUTER SERVICES, INC.

By:
-----------------------------------
Name: Martin Kalb
Title: Executive Vice President

EMPLOYEE:

------------------------------
John L. Alfano

UNICAPITAL CORPORATION

By:
-----------------------------------
Name: Martin Kalb
Title: Executive Vice President

<PAGE> 1
Exhibit 23.01

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our reports as of the dates, and related
to the financial statements of the companies, listed below which appear in such
Prospectus:

Company Date

UniCapital Corporation February 19, 1998
Boulder Capital Group, Inc. January 21, 1998, except for
Note 10 which is dated
February 5, 1998
Merrimac Financial Associates January 15, 1998
The NSJ Group January 21, 1998
Varilease Corporation and Subsidiary January 21, 1998
The Walden Asset Group, Inc. January 20, 1998

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

PRICE WATERHOUSE LLP

Ft. Lauderdale, Florida
April 15, 1998

<PAGE> 1

Exhibit 23.02

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
American Capital Resources, Inc.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the registration statement.

KPMG Peat Marwick LLP

New York, New York
April 15, 1998

<PAGE> 1

EXHIBIT 23.03

CONSENT OF INDEPENDENT

CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 14, 1998, except for Note 14, as to which the
date is February 7, 1998, with respect to the financial statements of Cauff
Lippman Aviation, Inc. and Certain Affiliates included in Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-46603) and related Prospectus of
UniCapital Corporation for the registration of its common stock.

ERNST & YOUNG LLP

Miami, Florida

April 14, 1998

<PAGE> 1

Exhibit 23.04

CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Jacom Computer Services, Inc.
Northvale, N.J.

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated January 28, 1998, relating to the
financial statements of Jacom Computer Services, Inc.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

BDO SEIDMAN, LLP

New York, New York
April 14, 1998

<PAGE> 1

EXHIBIT 23.05

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of our
report dated February 4, 1998, except for Note 9 as to which the date is
February 10, 1998, on our audits of the financial statements of K.L.C., Inc. We
also consent to the reference to our firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut

April 15, 1998

<PAGE> 1

Exhibit 23.06

CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

MATRIX FUNDING CORPORATION

We hereby consent to the use in this Registration Statement of our
report dated August 8, 1997 except for notes 1, 3, 15, and 16, which are dated
January 17, 1998, relating to the consolidated financial statements of Matrix
Funding Corporation and subsidiary, and to the reference to our Firm under the
caption "Experts" in the Prospectus.

TANNER + CO.

Salt Lake City, Utah
April 15, 1998

<PAGE> 1

Exhibit 23.07

Consent of Independent Certified Public Accountants

We have issued our report dated January 9, 1998, accompanying the financial
statements of Municipal Capital Markets Group, Inc. contained in the
Registration Statement and Prospectus. We consent to the use of the
aforementioned report in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts."

GRANT THORNTON LLP

Dallas, Texas
April 14, 1998

<PAGE> 1

Exhibit 23.08

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of the registration
statement to register UniCapital Corporation common stock.

Arthur Andersen LLP

Portland, Oregon,
April 14, 1998

<PAGE> 1

Exhibit 23.09

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Boulder Capital Group, Inc.

We consent to the use of our report dated March 28, 1997 with respect to the
statements of operations and retained earnings and cash flows of Boulder Capital
Group, Inc. for the year ended December 31, 1996, included herein and to the
reference to our firm under the heading "Experts" in the Form S-1.

KPMG Peat Marwick LLP

Boulder, Colorado
April 14, 1998