REALTY INFORMATION GROUP INC, 424B1, 1998-07-02

REALTY INFORMATION GROUP INC
424B1, 1998-07-02
COMPUTER PROCESSING & DATA PREPARATION

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FILED PURSUANT TO RULE 424b(1)
REGISTRATION NO. 333-47953

PROSPECTUS

2,500,000 SHARES

[REALTY INFORMATION GROUP LOGO]

Common Stock

All of the shares of common stock, $.01 par value per share (the "Common
Stock"), of Realty Information Group, Inc. (the "Company") offered hereby (the
"Offering"), are being offered by the Company.

Prior to this Offering, there has been no public market for the Common
Stock of the Company, and there is no assurance that a market will develop or be
sustained after the Offering. The Common Stock has been approved for quotation
on the Nasdaq National Market under the symbol "RIGX," subject to notice of
issuance.

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

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.

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

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 COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

UNDERWRITING
DISCOUNT AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) THE COMPANY(2)
--------------- -------------- --------------

<S> <C> <C> <C>
Per Share ......... $ 9.00 $ 0.63 $ 8.37
Total(3) .......... $22,500,000 $1,575,000 $20,925,000
</TABLE>

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

(1) Does not reflect the Company's reimbursement of the out-of-pocket expenses
of Allen & Company Incorporated ("Allen") and Needham & Company, Inc.
("Needham") incurred in connection with the Offering, which are estimated
to be $150,000. The Company has also agreed to indemnify the Underwriters
against certain liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $1,100,000,
including out of pocket expenses of Allen and Needham. See "Prospectus
Summary -- The Offering" and "Use of Proceeds."

(3) The Company has granted to the Underwriters, for whom Allen and Needham
(together, the "Representatives") are acting as representatives, an option
exercisable within 45 days after the closing date of the Offering to
purchase up to 375,000 additional shares of Common Stock on the same terms
and conditions as set forth above solely to cover over-allotments (the
"Over-Allotment Option"). See "Underwriting." If the Over-Allotment Option
is exercised in full, the total price to the public, Underwriting
Discounts, Commissions and Proceeds to Company will be $25.9 million, $1.8
million and $24.1 million, respectively.

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

The Common Stock is offered by the Underwriters named herein when, as and
if received and accepted by them, and subject to their right to reject orders in
whole or in part and subject to certain other conditions. The Underwriters
reserve the right to withdraw, cancel or modify such offer and to reject any
order, in whole or in part. It is expected that delivery of certificates for the
shares will be made at the offices of Allen & Company Incorporated, 711 Fifth
Avenue, New York, New York 10022, on or about July 7, 1998.

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

ALLEN & COMPANY NEEDHAM & COMPANY, INC.
INCORPORATED

The date of this Prospectus is July 1, 1998

<PAGE>

Graphics: Computer screen images of Company products and Company logo.

Text: A leading provider of commercial real estate information to:
Brokers [types listed]; Owners and Investors
[types listed]; Service Providers
[types listed]; the Public Sector
[types listed].

Graphics: (1) United States map showing markets currently covered by the
Database and planned expansion.

(2) Graph depicting growth of Database coverage from 1994 through
1997.

Text: Three Years of Rolling Out the Most Comprehensive Database Covering
the Largest Commercial Real Estate Markets.

Graphic: Schematic diagram depicting data sources for the Company's Database
and icons representing the Company's products.

Text: Growing Family of Complete Information Solutions from RIG's Intensive
Nationwide Research Effort.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, historical and pro forma financial statements and risk factors
appearing elsewhere in this Prospectus and should be read only in conjunction
with the entire Prospectus. Unless otherwise specified, the information in this
Prospectus (a) gives effect to the contribution to Realty Information Group,
Inc. (the "Company") of all of the outstanding equity interests in its
predecessors, OLD RIG, Inc. ("RIGINC") and Realty Information Group, L.P.
("RIGLP"), in exchange for the Company's shares at a rate of 3.03 shares of
Company Common Stock for each share of RIGINC or unit of RIGLP, (b) applies the
initial public offering price of $9.00 per share and (c) assumes that the
Underwriters' Over-Allotment Option is not exercised. See "Transactions in
Connection with the Offering."

THE COMPANY

The Company is a leading provider of comprehensive, building-specific
information to the United States commercial real estate industry and related
industries. The Company has created a proprietary database (the "Database"),
through internal development and strategic acquisitions, that the Company
believes is significantly more comprehensive, accurate, and up-to-date than any
other database of information detailing office and industrial space in the
United States. The Database includes hundreds of data fields providing
substantive information as well as digitized photographs and floor plan images
on individual commercial buildings in the Company's markets. The Database tracks
over 6.9 billion square feet of office and industrial space in more than 122,000
buildings. The Database also contains detailed information on 76,000 tenants and
14,000 buildings for sale and is supported by one of the largest office and
industrial real estate research staffs in the nation. In addition, the Company
has developed a portfolio of multimedia software products with Internet
connectivity that allows clients to access the Database and from which the
Company generates revenue in each of its markets.

The Company is the market leader in providing comprehensive office and
industrial real estate information in 7 of the 10 largest United States
metropolitan areas. After establishing the Database and software products in the
Washington, D.C. metropolitan area, the Company expanded to Baltimore (1992),
and thereafter to New York City (1994), Westchester County, Long Island and
Northern New Jersey (1995), Los Angeles, Orange County and Chicago (1996), and
Philadelphia, San Francisco and Boston (1997). The Company plans to continue its
aggressive geographic expansion in the United States and in select international
markets. The Company is presently evaluating a number of potential new markets
and has signed agreements to allow it to expand to Sacramento during the third
quarter of 1998. In most instances, the leading office and industrial real
estate brokerage firms in a new market have become the Company's clients within
six months of entry. The Company currently generates positive cash flow from
operations in each regional market in which it has operated for at least 18
months.

The Company's clients access the Database using the Company's multimedia
software products. These software products include (i) CoStar, a product
primarily intended for office and industrial real estate professionals which
allows them to use the Database to analyze leasing options, market conditions
and competitive property positions, and to produce multimedia presentations, and
(ii) CrosTrac, a product primarily intended for participants in the office real
estate industry which allows them to identify the most likely tenants to fill
space vacancies, to find tenants needing representation for their space needs,
and for business-to-business marketing. The Company also derives significant
revenue from Interactive Advertising. Interactive Advertising provides clients
with a means of direct access to real estate professionals by allowing placement
of advertisements of properties for lease or sale directly in the Company's
software products and on the Company's web site. The Company is also developing
several new products to allow clients to better utilize the Database, including
specialized reports and CoStar I/S, a software product that will provide
extensive detail on commercial properties offered for sale.

<PAGE>

The Company believes that it has a number of competitive advantages
relative to its actual and potential competitors including:

o The significant cost of developing a database that is as comprehensive
or up-to-date as the Database;

o Software products that have, as a result of extensive upgrades, market
reseach and input from clients, become full service solutions to
client needs;

o Being the first to capitalize on the trend to outsource research and
data collection in a manner that would be difficult to duplicate;

o Data, software and methodologies that have become the standard for
clients as well as a reliable third-party data source for the media;

o The ability to expand rapidly and efficiently into new markets at
relatively low cost;

o A unique ability to offer consistent methodology and quality in
multi-market office and industrial real estate information; and

o Long-standing formal and informal relationships with key participants
in the office and industrial real estate market.

According to the Federal Reserve, the inventory of commercial real estate
in the United States has been valued at approximately $3.3 trillion. The Company
estimates that the value of annual transactions for the sale and lease of office
and industrial real estate in the United States was $175 billion in 1997. The
Company believes that the market for office and industrial real estate
information, though undefined today, is vast based on the volume and value of
commercial real estate transactions and the large number of parties involved in
such transactions. To effect these transactions, real estate brokers
representing lessors and tenants, and buyers and sellers, need comprehensive,
accurate and consistent building-specific information to advise their clients.
From its inception, the Company has sought to consolidate research and software
development efforts and spread the costs of such efforts over its client base in
order to deliver more comprehensive, accurate and timely information than any
single client could obtain through its individual efforts.

Real estate brokers currently comprise a significant portion of the
Company's clients and are the most active users of the Database. Other
participants in the commercial real estate industry require and subscribe to
various subsets of the building-specific information found in the Database.
These clients include owners and investors, providers of goods and services to
buildings and tenants, and public service agencies. The Company has over 1,300
clients, including leaders of the commercial real estate industry such as CB
Commercial Real Estate Group, Inc., Grubb & Ellis, Merrill Lynch & Co., Julien
J. Studley, Inc., Jones Lang Wootton USA, and LaSalle Partners, Inc. Many of
these national companies have multi-year, multi-market contracts with the
Company. These multi-market contracts strengthen the Company's position within
the industry and ease the Company's entry into new markets by providing an
initial client base. In many instances, the Company's entry into new markets has
been facilitated by demand from these industry leaders.

The Company's objective is to become the preeminent provider of
building-specific information to the commercial real estate industry and related
industries in the United States and in select international markets. There can
be no assurance that the Company will achieve its objective. The principal
components of the Company's strategy are:

o Maintain and Improve the Database. The Company intends to maintain the
leading position of the Database by expanding its geographic coverage
and depth and by consistently auditing and improving the Company's
model for collecting the underlying data to help ensure it remains
comprehensive and reliable.

<PAGE>

o Maintain Technology Leadership. The Company intends to provide ongoing
upgrades of its software products to incorporate advances in
technology and to provide features and advantages to facilitate ease
of use and flexibility for the Company's clients.

o Enter New Markets. The Company plans to continue its aggressive
geographic expansion in the United States and in select international
markets. The Company, independently, or in connection with strategic
acquisitions of local providers, intends to gain an initial foothold
in each new target market with one of the Company's products, and then
over time, introduce all of its products in that target market.

o Increase Market Penetration and Revenue in Established Markets. The
Company will seek to increase revenue from existing clients by
increasing the performance and use of the Company's existing products.
In addition, the Company has not yet introduced all of its products in
all of its markets. Over the next several years, the Company intends
to increase revenue by introducing its full complement of products in
all of its markets.

o Introduce New Products to Satisfy Existing Client Needs and Reach New
Clients. The Company believes the Database contains a wealth of
information that can be packaged to create an array of new products to
satisfy existing client needs and reach new clients. The Company
currently has several new products under development.

The Company was formed in February 1998 by RIGINC and RIGLP to acquire,
directly or indirectly, all of the outstanding equity interests in RIGINC and
RIGLP. RIGINC, which was incorporated and organized initially in the District of
Columbia, operated the Company's business until November 1994 (RIGINC was
reincorporated under the laws of Delaware in 1996). RIGINC was formerly known as
"Realty Information Group, Inc."; in connection with the formation of the
Company and this Offering, RIGINC was renamed "OLD RIG, Inc." RIGLP, a Delaware
limited partnership, was organized by RIGINC in November 1994 to hold and
operate the Company's business. The Company maintains its executive offices at
7475 Wisconsin Avenue, Bethesda, Maryland 20814. The Company's telephone number
is (301) 215-8300.

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

The Company has filed applications in the United States, Canada and the
United Kingdom for the CoStar(Reg. TM) and CrosTrac(Reg. TM) marks. All other
trademarks and trade names referred to in this Prospectus are the property of
their respective owners.

<PAGE>

THE OFFERING

Common Stock offered by the
Company.................. 2,500,000 shares

Common Stock to be outstanding
after the Offering....... 8,254,017 shares(1)

Use of Proceeds......... The net proceeds of the Offering will be used by
the Company primarily for geographic and product
expansion (including through acquisitions) and for
repayment of indebtedness, development of corporate
information systems and for working capital and
general corporate purposes. See "Use of Proceeds."

Nasdaq National Market
Trading Symbol(2)........ RIGX

- ----------
(1) This does not include (i) up to 375,000 shares of Common Stock issuable upon
exercise of the Over-Allotment Option, (ii) approximately 349,900 shares
that will be reserved for issuance upon the exercise of Company options to
be issued in exchange for currently outstanding options, exercisable at a
weighted average exercise price of $3.63 per share, (iii) 48,480 shares
issuable in exchange for RIGLP units issued in June 1998, pursuant to the
exercise of options, (iv) 45,450 shares that will be reserved for issuance
upon exercise of Company warrants to be issued in exchange for currently
outstanding warrants at an exercise price of $8.10, and (v) approximately
350,000 shares that will be reserved for issuance upon the exercise of
options granted in connection with the Offering. See "Underwriting,"
"Management -- Employee Benefit Plans," "Description of Capital Stock" and
"Certain Transactions."

(2) There is currently no market for the Common Stock, and there can be no
assurance that a market for the Common Stock will develop or be sustained
after the Offering. The Common Stock has been approved for quotation on the
Nasdaq National Market, subject to notice of issuance. There can be no
assurance, however, that such application for quotation will be approved, or
if approved, that listing of the Common Stock will be maintained. See "Risk
Factors -- No Prior Public Market; Determination of Offering Price; Share
Price Volatility."

TRANSACTIONS IN CONNECTION WITH THE OFFERING

In connection with the Offering, RIGLP and RIGINC will be consolidated with
the Company pursuant to a Contribution Agreement dated March 5, 1998 (the "RIG
Contribution Agreement"). Limited partners of RIGLP (other than RIGINC) and all
of the stockholders of RIGINC will receive 3.03 shares of the Common Stock of
the Company for each limited partnership unit or share of common stock
exchanged. See "Certain Transactions." As a result, the Company will own
(directly or indirectly) all of the capital stock of RIGINC and all of the
equity of RIGLP.

The consolidation contemplated by the RIG Contribution Agreement and the
Offering are an integrated transaction intended to qualify under Section 351 of
the Internal Revenue Code of 1986, as amended (the "Transaction").

<PAGE>

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND OTHER OPERATING DATA)

The following table sets forth summary financial data of the Company for
the five years ended December 31, 1997 and the three months ended March 31, 1997
and 1998, and certain pro forma financial data for the year ended December 31,
1997 and the three months ended March 31, 1998. The financial data shown below
for 1993 are derived from the unaudited financial statements of RIGINC. The
financial data shown below for the three months ended March 31, 1997 and 1998
are derived from the unaudited financial statements of RIGLP. The Statement of
Operations Data and Balance Sheet Data shown below for 1995, 1996 and 1997 are
derived from the audited financial statements of RIGLP included elsewhere in
this prospectus. The financial data for 1994 is derived from the audited
financial statements of RIGINC which are not included in this prospectus. The
table gives effect to the contribution to the Company of all of the outstanding
equity interests in its predecessors, RIGINC and RIGLP, in exchange for the
Company's shares at a rate of 3.03 shares of Company Common Stock for each share
of RIGINC or unit of RIGLP as if the contribution had been consummated on
January 1, 1993.

YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
PRO FORMA
1993 1994 1995 1996 1997 1997
-------------- ----------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1)
Net revenue ...................... $ 946 $ 1,420 $ 2,062 $ 4,336 $ 7,900 $ 7,900
Cost of revenue .................. 391 591 931 2,188 3,413 3,413
------- ------- ------- --------- --------- --------
Gross margin ..................... 555 829 1,131 2,148 4,487 4,487
Operating expenses ............... 943 990 1,994 4,829 7,786 7,786
------- ------- ------- --------- --------- --------
Loss from operations ............. (388) (161) (863) (2,681) (3,299) (3,299)
Other income (expense), net....... 768 (2) (76) 79 49 33 9
------- ------- ------- --------- --------- --------
Net income (loss) ................ $ 380 $ (237) $ (784) $ (2,632) $ (3,266) $ (3,290)
======= ======= ======= ========= ========= ========
Pro forma net loss per share...... $ (0.57)
========
Pro forma weighted average
shares outstanding(3) ........... 5,754
========

THREE MONTHS ENDED
MARCH 31,
-------------------
PRO FORMA
1997 1998 MARCH 31, 1998
--------- --------- ---------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1)
Net revenue ...................... $1,555 $2,839 $2,839
Cost of revenue .................. 717 904 904
------ ------ ------
Gross margin ..................... 838 1,935 1,935
Operating expenses ............... 1,638 2,281 2,281
------ ------ ------
Loss from operations ............. (800) (346) (346)
Other income (expense), net....... 31 (38) 5
------ ------ ------
Net income (loss) ................ $ (769) $ (384) $ (341)
====== ====== ======
Pro forma net loss per share...... $ (.06)
======
Pro forma weighted average
shares outstanding(3) ........... 5,754
======

</TABLE>

AS OF DECEMBER 31,
---------------------------------------------------
1993 1994 1995 1996 1997
--------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1)

Cash .......................... $ 58 $ 132 $1,328 $ 3,326 $ 1,069
Working capital (deficit) ..... (126) (332) 1,017 2,248 (1,547)
Total assets .................. 341 790 3,015 7,670 6,581
Total liabilities ............. 854 727 688 2,000 3,664
Stockholders' equity .......... (513) 63 2,327 5,670 2,917

PRO FORMA PRO FORMA
AT MARCH 31, 1998 MARCH 31, 1998 AS ADJUSTED(4)
------------------- ---------------- ---------------
<S> <C> <C> <C>
BALANCE SHEET DATA(1)
Cash .......................... $ 866 $ 866 $19,041
Working capital (deficit) ..... (1,909) (1,909) 17,916
Total assets .................. 7,315 7,315 25,489
Total liabilities ............. 4,777 4,777 3,126
Stockholders' equity .......... 2,538 2,538 22,363

</TABLE>

AS OF DECEMBER 31,
------------------------------------------------------------
1993 1994 1995 1996 1997 AT MARCH 31, 1998
-------- ---------- ---------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
OTHER OPERATING DATA(1)
Markets Covered by Data-
base ......................... 2 3 4 9 14 14
Counties Covered by Data-
base ......................... 15 16 42 56 120 120
Number of Clients ............. 59 88 204 542 1,123 1,328
Billions of Square Feet in
Database ..................... 0.9 1.3 2.2 3.3 6.5 6.9
Buildings in Database ......... 9,955 12,775 24,822 43,520 112,335 122,199
Images in Database ............ 5,998 15,459 24,926 47,308 90,545 105,746
</TABLE>

- ----------
(1) The statement of operations and balance sheet data for 1993 through March
31, 1998 give effect to the contribution to the Company of all of the
outstanding equity interests in its predecessors, RIGINC and RIGLP, in
exchange for the Company's shares at a rate of 3.03 shares of Company Common
Stock for each share of RIGINC or unit of RIGLP as if it had been
consummated on January 1, 1993. Pro forma statement of operations data
reflects the effect on financing charges of the Company as if the Offering
had been consummated at the beginning of each period.

(2) Includes gain from sale of assets amounting to $893,000.

(3) Includes shares of the Company's predecessors converted at a rate of 3.03
shares per share of RIGINC or unit of RIGLP. Stock options and warrants
outstanding have been excluded from the calculation because their effect is
anti-dilutive.

<PAGE>

(4) Adjusted to reflect the sale of 2,500,000 shares of Common Stock offered by
the Company and the application of the net proceeds from the Offering.
Additionally, reflects the use of proceeds for the repayment of the RIGLP
line of credit of $1,000,000 and its subordinated debt to RIGINC totaling
$650,000 (which sum was loaned to RIGINC by one of its stockholders). See
"Certain Transactions."

AVAILABLE INFORMATION

As of the effective date of the Registration Statement, the Company will
become subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and, in accordance therewith, will file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The Company intends to furnish its stockholders
with annual reports containing financial statements audited by independent
accountants and other periodic reports as the Company may deem appropriate or as
may be required by law.

<PAGE>

RISK FACTORS

An investment in the shares of the Company's Common Stock involves a high
degree of risk. The following factors, in addition to the other information in
this Prospectus, should be carefully considered in evaluating the Company and
its business before purchasing shares of Common Stock. Each of these factors
could have a material adverse effect on the Company's business, financial
condition and results of operations and on the price of the Common Stock.

This Prospectus contains forward-looking statements about business
strategies, market potential, future financial performance and other matters. In
addition, when used in this Prospectus, the words "intends to," "anticipates,"
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements involve many risks and uncertainties that could
cause actual results to differ materially from such statements, including,
without limitation, those risks and uncertainties described, in this Section on
"Risk Factors."

History of Operating Losses and Accumulated Deficit; Expected Losses;
Uncertainty of Future Profitability. By reason of its continuing investment in
expansion and new products, the Company has never recorded an overall operating
profit and had an accumulated deficit of approximately $11.8 million as of March
31, 1998. The Company intends to continue to invest in expansion and, therefore,
to sustain substantial losses for the next several years. The ability of the
Company to achieve overall profitability will largely depend on its ability to
generate revenue from its products and services in excess of its investment in
geographic and product expansion. There can be no assurance that the Company
will be able to generate revenue that is sufficient to achieve profitability, to
maintain profitability on a quarterly or annual basis or to sustain or increase
its revenue growth in future periods.

Uncertainty of Operating Results. The Company's revenue and operating
results may fluctuate as a result of a variety of factors, including: the loss
of clients or revenue due to consolidation in the real estate brokerage and
investment industry; changes in client budgets; investments by the Company in
marketing or other corporate resources; acquisitions of other companies or
assets; the timing of new product introductions and enhancements; sales and
marketing promotional activities; and general economic conditions.

Uncertainties Associated with Planned Market and Product Expansion. The
Company's future success and financial performance will depend in large part on
its ability to enter several additional markets contemporaneously and
successfully, while continuing to develop and market its products and services
in a rapidly evolving information technology environment. To succeed, the
Company believes it will be necessary to further increase its geographic
coverage and broaden its product lines and client mix. These efforts are
expected to impose additional burdens on the Company's research, systems
development, sales and general managerial resources. There can be no assurance
that the Company will be able to manage this growth successfully.

The Company's future success and financial performance also will depend on
its ability to meet the increasingly sophisticated needs of its clients through
the timely development and introduction of new and enhanced versions of its
products and services. Continuing product development efforts have been and are
expected to be required to sustain the Company's growth. Such efforts have
inherent risks. There can be no assurance that the Company will be successful in
entering new markets or in developing and marketing new or enhanced products and
services, or will not experience significant delays in the introduction of new
products and services. In addition, there can be no assurance that new or
enhanced products or services developed by the Company will meet the
requirements of its prospective clients and achieve market acceptance. See
"Business -- Strategy," "-- Database" and "-- Products and Services."

Dependence on Integrity and Reliability of Software and the Database. The
Company's success is highly dependent on its clients' confidence in the
comprehensiveness, accuracy and reliability of the Database and the software
accessing the Database. Although the Company believes that it takes adequate
precautions to safeguard the completeness and consistency of the data in the
Database, and that the information contained in the Database is generally
current, comprehensive and accurate, the task of establishing and maintaining

<PAGE>

such quality during growth is challenging. Similarly, it requires substantial
effort and expense to maintain and improve the software that allows clients to
access the Database. There can be no assurance that the Company can sustain
those efforts. See "Business -- Strategy," "-- Database" and "-- Products and
Services."

Dependence on the Real Estate Industry. The Company's business is dependent
on the real estate industry and related industries that supply goods or services
to, or invest in, the real estate industry. Therefore, changes in the real
estate market may affect demand for the Company's products. The real estate
industry traditionally has been subject to cyclical economic swings, which could
adversely affect the Company's business. Moreover, the real estate industry is
undergoing a period of consolidation, often motivated by a desire to reduce
expenses. Such consolidation could erode the Company's existing client base,
reduce the size of the Company's target market and create enterprises with
sufficiently greater bargaining power to cause price erosion which could affect
the Company's products and services.

Dependence on Key Personnel. The success of the Company and of its business
strategy is dependent in large part on its ability to retain and attract key
management and operating personnel, including its President and Chief Executive
Officer, Andrew C. Florance. Highly skilled technical, sales, managerial and
marketing personnel are in high demand and are often subject to competing
offers. Given its plans to expand rapidly, the Company will have an ongoing need
to increase the number of management and support personnel. The Company employs
a variety of measures to retain and attract key management and operating
personnel, including multi-year employment agreements containing confidentiality
and non-competition agreements, a stock option plan and incentive bonuses for
its key executive officers, and the Company is the beneficiary of a $1 million
key person life insurance policy on Mr. Florance. These measures may not be
sufficient to permit the Company to attract necessary personnel or to offset the
impact of the Company's loss of Mr. Florance or other key employees. See
"Management."

Dependence on Proprietary Rights. The Company has made significant
investments in the Database, software, methodologies, and other technology and
relies on a combination of trade secret and copyright laws, nondisclosure and
other contractual provisions, and technical measures to protect its proprietary
rights in those assets and technologies. There can be no assurance that these
protections will be adequate or that the Company's competitors will not
independently develop methodologies, databases or technologies that are
substantially equivalent or superior to those of the Company. In addition, there
can be no assurance that the legal protections and precautions taken by the
Company will be adequate to prevent infringement or misappropriation of the
Company's proprietary rights and assets. See "Business -- Proprietary Rights."

Risk of Third Party Claims for Infringement. There can be no assurance that
third parties will not bring copyright or trademark infringement claims against
the Company or claim that the Company's use of certain technologies violates a
patent. Because the Company relies on certain technology which is licensed from
third parties, including software integrated with internally-developed software
and used in the Company's products to perform key functions, the Company may be
subject to litigation to defend against claims of infringement of the rights of
others, or to determine the scope and validity of the intellectual property
rights of others. Although the Company does not believe that its products
infringe the proprietary rights of third parties, there can be no assurance that
infringement or invalidity claims (or claims for indemnification resulting from
infringement claims) will not be asserted or prosecuted against the Company or
that any such assertions or prosecutions will not materially adversely affect
the Company's business, operating results or financial condition. Regardless of
the validity or the successful assertion of such claims, defending against such
claims could result in significant costs and diversion of resources with respect
to the defense thereof. In addition, the assertion of such infringement claims
could result in injunctions preventing the Company from distributing certain
products. If any claims or actions are asserted against the Company, the Company
may seek to obtain a license to such intellectual property rights. There can be
no assurance, however, that such a license would be available on reasonable
terms or at all.

Identification and Integration of Acquisitions. The Company intends to
expand its market and product line through acquisitions of complementary
businesses, products, databases, and technologies. The strategy of acquisition
versus internal development may be applied as the Company expands further.
Acquisitions involve numerous risks, including managing the integration of
personnel and products, managing geographically remote units, the diversion of
management's attention from other business

<PAGE>

concerns, the inherent risks in entering markets the Company has either limited
or no direct experience in and the potential loss of key employees or clients of
the acquired companies. There can be no assurance that the Company will not
incur unforseen difficulties in connection with integration of any acquisition.
Future acquisitions if pursued and consummated by the Company, could result in
dilutive issuances of equity securities, the incurrence of additional debt,
one-time write-offs and the creation of substantial amortization expenses
arising from goodwill or other intangible assets.

Future Additional Capital Requirements; No Assurance Capital Will Be
Available. Since its inception, the Company has financed its operations through
cash provided by operations, the sale of equity and borrowings. If the Company
proves unable to generate sufficient revenue to fund its operations in the
future, the Company may be required to raise additional funds to meet its
capital and operating requirements through public or private financing,
including equity financing. Any additional equity financing may be dilutive to
stockholders, and debt financing, if available, will require payment of interest
and may involve restrictive covenants that could impose limitations on the
operating flexibility of the Company. Adequate funds for the Company's
operations may not be available when needed and, if available, may not be on
terms attractive to the Company. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

Technological Change. Outsourcing the collection, storage, management and
dissemination of commercial real estate information from a centralized database
is a recent and evolving development. As a developing market, the requirements
are rapidly evolving to meet changing and increasingly sophisticated client
needs, frequent new product introductions, and new industry standards. In
addition, as the computer and software industries continue to experience rapid
technological change and the Internet continues to grow, the Company must be
able to quickly and successfully adapt its products to allow them to continue to
integrate well with the other computer platforms and software employed by its
clients. There can be no assurance that the Company will avoid difficulties that
could delay or prevent the successful development and introduction of product
enhancements or new products in response to technological changes. See "Business
- -- Products and Services."

Competition. The market for information systems and services in general is
highly competitive and rapidly changing, with the principal competitive factors
including the quality and depth of the underlying databases, the responsiveness
and flexibility of software, the proprietary nature of research methodologies
and databases, the usefulness of the data and reports generated by the software,
compatibility with the client's existing information systems, potential for
product enhancement, price and the effectiveness of sales, client support, and
marketing efforts. While the Company believes its products and services are
differentiated favorably from those offered by competitors providing information
in the office and industrial real estate industry, competitors may develop or
acquire the capacity to narrow or eliminate these differences. Additional
competitors may also enter the market and competition may intensify. The Company
also faces competition from internal information services at individual real
estate brokerage firms, real estate investment institutions and lenders, many of
which have developed their own databases. See "Business -- Competition."

Business Interruption. The Company's operations are dependent upon its
ability to protect the Database, computers, telecommunications equipment,
software systems and facilities against damage from fire, power loss,
telecommunications interruption or failure, natural disaster and other similar
events. In the event the Company experiences an interruption or permanent loss
of one or more of these systems or facilities through casualty, equipment
malfunction or otherwise, the Company's business could be adversely affected.
The Company's core computer servers and networking systems are located in a
climate-controlled, fire and security-protected central location and all data
contained in the Database is subject to offsite backup storage. Such protections
may not, however, adequately protect the Company or compensate the Company for
all losses that it may incur.

Shares Eligible for Future Sale; Registration Rights. Sales of substantial
amounts of Common Stock by any of the initial investors in the public market
after the Offering could adversely affect the prevailing market price for the
Common Stock and could impair the Company's future ability to raise capital
through offerings of its equity securities. In addition to the 2,500,000 shares
offered hereby, a total of

<PAGE>

5,802,497 shares held by the directors, officers and other stockholders of the
Company will become available for sale in the public market upon the expiration
of certain agreements entered into between the stockholders and the
Underwriters, subject to the provisions of Rule 144 of the Securities Act. In
addition, the Company intends to file, as soon as practicable, a registration
statement under the Securities Act to register an aggregate of 1,450,000 shares
of Common Stock issued or reserved for issuance under the Company's employee
benefit plans. See "Management," "Shares Eligible for Future Sale" and
"Underwriting."

After the Offering, the holders of approximately 2,509,747 shares of Common
Stock, will be entitled to certain rights to cause the Company to register the
sale of such shares under the Securities Act, beginning six months after the
Offering. Holders with such rights could cause a large number of shares to be
registered and to become freely tradable without restrictions under the
Securities Act. Such sales may have an adverse effect on the market price for
the Common Stock and could impair the Company's ability to raise capital through
an Offering of its equity securities. See "Description of Capital Stock --
Registration Rights."

No Prior Public Market; Determination of Offering Price; Share Price
Volatility. There has been no public market for the 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 initial public offering price will be
determined by negotiations between representatives of the Company and the
Representatives, consistent with the rules of the National Association of
Securities Dealers, of which the Representatives are members, and may not be
indicative of future market prices. See "Underwriting" for information related
to the method of determining the initial public offering price. The trading
price of the Common Stock could be subject to wide fluctuations in response to
quarter-to-quarter variations in operating results, changes in earnings
estimates by analysts, announcements of technological innovations or new
products by the Company or its competitors, general conditions in the real
estate or software industries, developments or disputes concerning copyrights or
proprietary rights, regulatory developments and economic or other factors. In
addition, in recent years the stock market in general, and the shares of
information and software related companies in particular, have experienced
extreme price fluctuations. This volatility has had a substantial effect on the
market prices of securities issued by many companies for reasons unrelated to
the operating performance of the specific companies. These broad market
fluctuations may adversely affect the market price of the Common Stock. See
"Underwriting."

Potential Influence by Principal Stockholder; Benefits of Offering to
Current Shareholders. Following completion of the Offering, assuming that the
Underwriters' Over-Allotment Option is not exercised, Michael R. Klein, the
Chairman of the Board of the Company, and members of his immediate family will
beneficially own 25.6% of the outstanding shares of Common Stock. As a result,
Mr. Klein will have the potential ability to exercise substantial influence over
the Company's business by virtue of his voting power with respect to the
election of directors and all other matters requiring action by stockholders.
Such concentration of share ownership may have the effect of discouraging,
delaying or preventing a change in control of the Company. The existing
shareholders of the Company will receive certain benefits from the sale of the
Common stock offered hereby. The Offering may establish a public market for the
Common Stock and provide increased liquidity for the Common Stock they will own
after the Offering, subject to certain limitations. See "Shares Eligible for
Future Sale." The existing shareholders of the Company will have a substantial
unrealized gain in the Common Stock that they will continue to hold after the
Offering over the original cost of the equity interests exchanged for such
Common Stock. See "Dilution." A portion of the net proceeds of the Offering to
the Company will be used to repay approximately $650,000 of indebtedness owed to
Mr. Klein. See "Use of Proceeds" and "Certain Transactions."

Effect of Certain Charter and Bylaw Provisions. The Company's Certificate
of Incorporation and Bylaws contain certain provisions that could discourage
potential takeover attempts and make attempts by the Company's stockholders to
change management more difficult. Such provisions include: (i) the requirement
that the Company's stockholders follow an advance notification procedure for
certain stockholder nominations of candidates for the Board of Directors of the
Company (the "Board") and for new business to be conducted at any meeting of the
stockholders; (ii) certain limits on the ability of stockholders to call special
meetings; and (iii) no stockholder action by written consent. The Certificate

<PAGE>

of Incorporation also allows the Board to issue up to 2,000,000 shares of
preferred stock and to fix the rights, privileges and preferences of those
shares without any further vote or action by the stockholders. 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 shares that may be issued by the
Company in the future. While the Company has no present intention to issue any
shares of preferred stock, any such issuance could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. In addition, the Company is subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law, which
prohibits the Company from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date on which the
person first becomes an "interested stockholder," unless the business
combination is approved in a prescribed manner. The application of these
provisions could have the effect of delaying or preventing a change of control
of the Company, which could adversely affect the market price of the Company's
Common Stock. See "Description of Capital Stock."

Dilution to New Investors; Absence of Dividends. Purchasers of shares of
Common Stock in the Offering will experience immediate and substantial dilution
of $6.51 per share in pro forma net tangible book value per share. In addition,
purchasers of shares of Common Stock in the Offering will incur additional
dilution to the extent outstanding options and warrants are exercised. See
"Dilution." The Company has never declared or paid any dividends on the Common
Stock and does not anticipate paying any dividends on the Common Stock in the
foreseeable future. See "Dividend Policy."

<PAGE>

USE OF PROCEEDS

The gross proceeds to be received by the Company from the sale of 2,500,000
shares of Common Stock in the Offering are estimated to be $22.5 million. Net
proceeds after deducting underwriting discounts and commissions and other
expenses of the Offering will be approximately $19.8 million ($23.0 million if
the Over-Allotment Option is exercised in full). The Company plans to use those
net proceeds primarily to fund the continued geographic and product expansion of
the Company's business (through acquisitions and internally generated growth)
and increasing its sales and marketing activities. The Company also intends to
use the net proceeds to (i) repay certain indebtedness aggregating $1,650,000
(consisting of (a) a $1.0 million loan from Silicon Valley Bank to RIGLP and
RIGINC, bearing interest at a rate of prime plus two percent, and maturing on
October 5, 1998 (this loan accelerates on, among other things, a transfer of all
of the equity interests in the borrower), and (b) three loans to RIGLP
subordinate to the Silicon Valley Bank loan aggregating $650,000 from RIGINC
(which sum was loaned to RIGINC by Michael R. Klein; see "Certain
Transactions"), bearing interest at a rate of prime plus two percent, and
maturing on December 31, 1998 (or upon the acceleration of the Silicon Valley
Bank loan) (ii) to develop corporate information systems and (iii) to provide
funds for working capital and other general corporate purposes. Although the
Company regularly reviews acquisition proposals involving other businesses,
products or technologies complementary to the Company's business, there are
currently no agreements or negotiations with respect to any acquisitions.
Pending such uses, the Company intends to invest the net proceeds of this
Offering in interest bearing, investment-grade securities.

DIVIDEND POLICY

The Company has never declared nor paid any dividends on its Common Stock,
and does not plan to do so for the foreseeable future. Instead, the Company
intends to invest any earnings in the operations, development and growth of its
business. The holders of Common Stock are entitled to receive ratably such
dividends as are declared by the Board of Directors out of funds legally
available therefor. The payment of future dividends on the Common Stock and the
rate of such dividends, if any, will be determined in light of any applicable
contractual restrictions limiting the Company's ability to pay dividends, the
Company's earnings, financial condition, capital requirements and other factors
deemed relevant by the Board of Directors.

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1998: (i) on an actual basis, and (ii) on such pro forma basis as
adjusted to give effect to the sale by the Company of 2,500,000 shares of Common
Stock offered hereby. This table should be read in conjunction with the audited
Financial Statements of the Company and the unaudited pro forma condensed
combined financial statements of the Company included elsewhere in this
Prospectus.

AS OF MARCH 31, 1998 (IN THOUSANDS)
-----------------------------------
PRO FORMA(1)(2)
ACTUAL(1) AS ADJUSTED
----------- --------------------
<S> <C> <C>
Short-term debt and current portion of long-term debt ............... $ 1,650 $ --
--------- ---------
Stockholders' equity:

Common stock, $.01 par value per share authorized,
5,754,017, and 8,254,017 shares issued and outstanding on
an actual, pro forma and as adjusted basis, respectively ......... 58 83
Additional paid-in capital ......................................... 14,289 34,089
Retained deficit ................................................... (11,809) (11,809)
--------- ---------
Total stockholders' equity ....................................... 2,538 22,363
--------- ---------
Total capitalization ............................................ $ 4,188 $ 22,363
========= =========

</TABLE>

- ----------
(1) Assumes the contribution to the Company of all of the outstanding equity
interests in its predecessors, RIGINC and RIGLP, in exchange for the
Company's shares at a rate of 3.03 shares of Company Common Stock for each
share of RIGINC or unit of RIGLP. Excludes: (i) up to 375,000 shares of
Common Stock issuable upon the exercise of the Over-Allotment Option, (ii)
approximately 349,900 shares that will be reserved for issuance upon the
exercise of Company options to be issued in exchange for outstanding
options, exercisable at a weighted average exercise price of $3.63 per
share, (iii) 48,480 shares issuable in exchange for RIGLP units issued in
June 1998, pursuant to the exercise of options, (iv) 45,450 shares that will
be reserved for issuance upon exercise of Company warrants to be issued in
exchange for currently outstanding warrants at an exercise price of $8.10
and (v) approximately 350,000 shares that will be reserved for issuance upon
the exercise of options granted in connection with the Offering. See
"Underwriting," "Management -- Employee Benefit Plans," "Description of
Capital Stock" and "Certain Transactions." Pro forma data has been omitted
because it is identical to the data shown in the actual column.

(2) Assumes completion of the Offering.

<PAGE>

DILUTION

As of March 31, 1998, after giving pro forma effect to the consolidation of
the Company with its predecessors, RIGINC and RIGLP, in exchange for the
Company's shares at a rate of 3.03 shares of Company Common Stock for each share
of RIGINC or unit of RIGLP, the Company had a pro forma net tangible book value
of approximately $767,000 or $.13 per share of Common Stock. Pro forma net
tangible book value per share represents the amount of the Company's total pro
forma tangible assets, less total pro forma liabilities, divided by the
5,754,017 shares of Common Stock outstanding prior to the Offering. See
Unaudited Pro Forma Condensed Combined Financial Statements and "Prospectus
Summary -- Transactions in Connection with the Offering."

Without taking into account any other changes in the pro forma net tangible
book value of the Company after March 31, 1998, other than to give effect to the
sale of 2,500,000 shares offered hereby and receipt of the net proceeds
therefrom and the application of a portion of the Offering to repay certain
outstanding indebtedness as set forth under "Use of Proceeds," the Company's pro
forma net tangible book value, as adjusted at March 31, 1998 would have been
approximately $20.6 million or $2.49 per share. This represents an immediate
increase in pro forma net tangible book value of $2.36 per share to existing
stockholders and immediate dilution in pro forma net tangible book value of
$6.51 per share to purchasers of Common Stock in the Offering, as illustrated in
the following table:

<TABLE>

<S> <C> <C>
Initial public offering price per share ................................... $ 9.00
Pro forma net tangible book value per share as of March 31, 1998 ......... $ .13
Increase per share attributable to new investors ......................... 2.36
-----
As adjusted net tangible book value per share after the Offering .......... 2.49
------
Pro forma net tangible book value dilution per share to new investors ..... $ 6.51
======

</TABLE>

The following table sets forth, as of March 31, 1998, the number of shares
of Common Stock issued to existing stockholders of the Company and the total
consideration and the average price per share paid to the Company for such
shares; the number of shares of Common Stock purchased from the Company by new
investors in the Offering and the total consideration paid by them for such
shares; and the percentage of shares purchased from the Company by existing
stockholders and new investors and the percentages of consideration paid to the
Company for such shares by existing stockholders and new investors. The
following table gives pro forma effect to the consolidation of the Company with
its predecessors, RIGINC and RIGLP, in exchange for the Company's shares at a
rate of 3.03 shares of Company Common Stock for each share of RIGINC or unit of
RIGLP.

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- -------------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1) ......... 5,754,017 69.7% $14,347,000 38.9% $ 2.49
New investors .................... 2,500,000 30.3% 22,500,000 61.1% $ 9.00
--------- ----- ----------- -----
Total ........................... 8,254,017 100.0% $36,847,000 100.0% $ 4.46
========= ===== =========== =====
</TABLE>

- ----------
(1) Does not include: (i) up to 375,000 shares of Common Stock issuable upon the
exercise of the Over-Allotment Option, (ii) approximately 349,900 shares
that will be reserved for issuance under the Realty Information Group, Inc.
1998 Stock Incentive Plan (the "Stock Option Plan") upon the exercise of
Company options to be issued in exchange for outstanding options,
exercisable at a weighted average price at $3.63 per share, (iii) 48,480
shares issuable in exchange for RIGLP units issued in June 1998, pursuant to
the exercise of options, (iv) 45,450 shares reserved for issuance upon
exercise of currently outstanding warrants at an exercise price of 10% less
than the price at which the shares are being offered hereby, and (v)
approximately 350,000 shares that will be reserved for issuance upon the
exercise of options granted in connection with the Offering. To the extent
such options are exercised, there will be future dilution to investors in
the Offering. See "Management -- Employee Benefit Plans" and "Description of
Capital Stock."

<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA AND OTHER OPERATING DATA)

The following table sets forth summary financial data of the Company for
the five years ended December 31, 1997, and the three months ended March 31,
1997 and 1998, and certain pro forma financial data for the year ended December
31, 1997 and the three months ended March 31, 1998. The financial data shown
below for 1993 are derived from the unaudited financial statements of RIGINC.
The financial data shown below for the three months ended March 31, 1997 and
1998 are derived from the unaudited financial statements of RIGLP. The Statement
of Operations Data and Balance Sheet Data shown below for 1995, 1996 and 1997
are derived from the audited financial statements of RIGLP included elsewhere in
this prospectus. The financial data for 1994 is derived from the audited
financial statements of RIGINC are not included in this prospectus. The table
gives effect to the contribution to the Company of all of the outstanding equity
interests in its predecessors, RIGINC and RIGLP, in exchange for the Company's
shares at a rate of 3.03 shares of Company Common Stock for each share of RIGINC
or unit of RIGLP as if the contribution had been consummated on January 1, 1993.

THREE MONTHS ENDED
MARCH 31,
-------------------
PRO FORMA
1997 1998 MARCH 31, 1998

--------- --------- ---------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1)
Net revenue ...................... $1,555 $2,839 $2,839
Cost of revenue .................. 717 904 904
------ ------ ------
Gross margin ..................... 838 1,935 1,935
Operating expenses ............... 1,638 2,281 2,281
------ ------ ------
Loss from operations ............. (800) (346) (346)
Other income (expense), net....... 31 (38) 5
------ ------ ------
Net income (loss) ................ $ (769) $ (384) $ (341)
====== ====== ======
Pro forma net loss per share...... $ (.06)
======
Pro forma weighted average
shares outstanding(3) ........... 5,754
======

</TABLE>

AS OF DECEMBER 31,
---------------------------------------------------
1993 1994 1995 1996 1997
--------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1)
Cash .......................... $ 58 $ 132 $1,328 $ 3,326 $ 1,069
Working capital (deficit) ..... (126) (332) 1,017 2,248 (1,547)
Total assets .................. 341 790 3,015 7,670 6,581
Total liabilities ............. 854 727 688 2,000 3,664
Stockholders' equity .......... (513) 63 2,327 5,670 2,917

</TABLE>

- ----------
(1) The statement of operations data and balance sheet data for 1993 through
March 31, 1998 give effect to the contribution to the Company of all of the
outstanding equity interests in its predecessors, RIGINC and RIGLP, in
exchange for the Company's shares at a rate of 3.03 shares of Company Common
Stock for each share of RIGINC or unit of RIGLP as if it had been
consummated on January 1, 1993. Pro forma statement of operations data
reflects the effect on financing charges of the Company as if the Offering
had been consummated at the beginning of each period.

(2) Includes gain from sale of assets amounting to $893,000.

<PAGE>

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

The following Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements which involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth under "Risk Factors" and elsewhere in
this Prospectus. See "Special Note Regarding Forward-Looking Statements and Risk
Factors." The following discussion also should be read in conjunction with the
Selected Consolidated Financial Data and the historical financial statements and
related notes thereto appearing elsewhere in this Prospectus.

OVERVIEW

The Company is a leading provider of comprehensive, building-specific
information to the United States commercial real estate industry and related
industries. During the period from 1994 through 1997, the Company expanded the
geographical coverage of its products and developed new products. This expansion
included acquisitions made by the Company in 1996 and 1997 in Chicago and San
Francisco, respectively. See "Business -- Overview." The Company currently
generates positive cash flow from operations in each region that has operated
for at least 18 months. Costs associated with the introduction of new products
into these established regions may result in net losses in such regions in the
future. Because of the Company's growth strategy, costs incurred in expanding
into new regions and introducing new products to existing markets have resulted
in substantial overall net losses and negative cash flow from operations. As
each regional operation and each product becomes established, the revenue
produced generally exceeds operating costs and generates profits and cash flow
from operations. Management expects that proceeds from the Offering will be used
primarily to continue the rapid expansion into new regions and the development
and introduction of new products. Therefore, while existing regions are expected
to grow in profitability and provide substantial funding for the business, the
expansion is expected to generate substantial losses and negative cash flow from
overall operations for at least the next two years.

Approximately 95% of the Company's revenue in 1997 was derived from
one-year to three-year contracts that generally renew automatically. Upon
renewal, many of the contract rates increase automatically in accordance with
contract provisions or as a result of renegotiation. The Company currently
experiences CoStar contract renewal rates in excess of 90%. Clients pay contract
fees on an annual, quarterly or monthly basis. The Company recognizes this
revenue on a straight line basis beginning with the installation or renewal date
over the life of the contract. Annual and quarterly advance payments result in
deferred revenue, which substantially reduces the working capital requirements
generated by the growth in the Company's accounts receivable. Approximately 5%
of the Company's revenue in 1997 was derived from the sale of advertising
products.

<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS OF THE COMPANY

Consolidated Results of Operations

The following table sets forth selected consolidated results of operations
of the Company (in thousands of dollars and as a percentage of total revenue)
for the periods indicated:

1995 1996 1997
-------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue ............................. $2,062 100% $ 4,336 100% $ 7,900 100%
Cost of revenue ..................... 931 45% 2,188 50% 3,413 43%
------ --- -------- --- -------- ---
Gross margin ........................ 1,131 55% 2,148 50% 4,487 57%
Operating expenses
Selling and marketing .............. 566 28% 2,712 63% 4,374 56%
Software development ............... 248 12% 254 6% 395 5%
General and administrative ......... 1,180 57% 1,863 43% 3,017 38%
------ --- -------- --- -------- ---
Total operating expenses ............ 1,994 97% 4,829 112% 7,786 99%
------ --- -------- --- -------- ---
Loss from operations ................ (863) (42%) (2,681) (62%) (3,299) (42%)
Other income (expense) .............. 79 4% 49 1% 33 1%
------ --- -------- --- -------- ---
Net loss ............................ $ (784) (38%) $ (2,632) (61%) $ (3,266) (41%)
====== === ======== === ======== ===

THREE MONTHS
ENDED MARCH 31,
-----------------------------------------
1997 1998
-------------------- --------------------
(UNAUDITED)

<S> <C> <C> <C> <C>
Revenue ............................. $1,555 100% $2,839 100%
Cost of revenue ..................... 717 46% 904 32%
------ --- ------ ---
Gross margin ........................ 838 54% 1,935 68%
Operating expenses
Selling and marketing .............. 863 55% 1,264 45%
Software development ............... 103 7% 118 4%
General and administrative ......... 672 43% 899 32%
------ --- ------ ---
Total operating expenses ............ 1,638 105% 2,281 81%
------ --- ------ ---
Loss from operations ................ (800) (51%) (346) (13%)
Other income (expense) .............. 31 2% (38) (1%)
------ --- ------ ---
Net loss ............................ $ (769) (49%) $ (384) (14%)
====== === ====== ===
</TABLE>

Comparison of March 31, 1997 and March 31, 1998

Revenue. Revenue increased 83% from $1.6 million for the three months ended
March 31, 1997 to $2.8 million for the three months ended March 31, 1998. This
increase in revenue resulted principally from growth of CoStar in the
established regions and growth in new regions entered during 1997. Advertising
revenue increased 174% from $69,000 for the three months ended March 31, 1997 to
$189,000 for the three months ended March 31, 1998. This increase reflects the
expansion of the advertising product in the established regions.

Gross margins. Gross margins increased 131% from $838,000 for the three
months ended March 31, 1997 to $1.9 million for the three months ended March 31,
1998, improving from 54% to 68% of revenue, respectively. This increase resulted
principally from the expanding revenue and profitability of the established
regions, including Washington, D.C., New York, Los Angeles and Chicago.

Selling and marketing expenses. Selling and marketing expenses increased
46% from $863,000 for the three months ended March 31, 1997 to $1.3 million for
the three months ended March 31, 1998, but decreased as a percentage of revenue
from 55% to 45%, respectively. Selling and marketing expenses increased as the
company expanded its sales organization into new markets and developed and
introduced new products to its existing client base.

General and administrative expenses. General and administrative expenses
increased 34% from $672,000 for the three months ended March 31, 1997 to
$899,000 for the three months ended March 31, 1998, but decreased as a percent
of revenue from 43% to 32%, respectively. General and administrative expenses
increased due to additional personnel required to support an expanding
organization and client base.

Interest and other income (expense). Interest income decreased from $31,000
for the three months ended March 31, 1997 to an expense of $38,000 for the three
months ended March 31, 1998 as a result of borrowing on lines of credit used to
fund the operations of the Company.

Comparison of 1997 and 1996

Revenue. Revenue grew 84% from $4.3 million in 1996 to $7.9 million in
1997. This increase in revenue resulted principally from growth in the Company's
client base in all regions of the country, expansion into new regions, expansion
of product lines into existing regions, and introduction of new products.
Revenue from regions considered established at December 31, 1997 grew from $4.3
million in 1996 to $7.3 million in 1997, an increase of 70%. A portion of this
growth resulted from a full year of operation in the Chicago region in 1997,
which the Company entered on April 1, 1996 through the

<PAGE>

acquisition of Chicago Resource, Inc. New regions entered and generating revenue
during 1997 include San Francisco, through the purchase of 99.3% of the capital
stock of NMS, Inc., and Philadelphia, both entered in the first quarter of 1997,
and Boston, entered in the fourth quarter of 1997. Advertising revenue,
generated primarily in established regions, increased 232% from $122,000 in 1996
to $405,000 in 1997, reflecting the initial impact of investments in the
advertising product.

Gross margins. Gross margins increased from $2.1 million in 1996 to $4.5
million in 1997, improving from 50% to 57% of revenue. This increase resulted
principally from the expanding revenue and profitability of established regions,
including Washington, D.C., New York, Los Angeles and Chicago.

Selling and marketing expenses. Selling and marketing expenses increased
63% from $2.7 million in 1996 to $4.4 million in 1997, but decreased as a
percentage of revenue from 63% in 1996 to 56% in 1997. Selling and marketing
expenses increased as the Company expanded its sales organization into new
markets and the Company invested in the development of the advertising sales
area. Selling expenses declined as a percent of revenue due to sales growth
during the year and the growing renewable contract base.

General and administrative expenses. General and administrative expenses
increased 58% from $1.9 million in 1996 to $3.0 million in 1997, but decreased
as a percentage of revenue from 43% in 1996 to 38% in 1997. General and
administrative expenses increased due to new hires required to support the
expanding organization and client base, as well as increases in occupancy and
communication costs. General and administrative expenses decreased as a
percentage of revenue due to the Company's ability to leverage these expenses
over its growing revenue.

Interest and other income. Interest income increased from $30,000 in 1996
to $49,000 in 1997 due to higher average cash balances in 1997 resulting from a
capital investment of $4.8 million in the Company in December 1996.

Comparison of 1996 to 1995

Revenue. Revenue increased 105% from $2.1 million in 1995 to $4.3 million
in 1996. This increase in revenue resulted from rapid growth in the Company's
client base, principally in the New York and Washington regions, which accounted
for $1.2 million or 57% of the total growth, and the Company's expansion to new
regions. New regions entered and generating revenue in 1996 included Chicago and
Los Angeles.

Gross margins. Gross margins increased from $1.1 million in 1995 to $2.1
million in 1996 due to the growth in revenue. However, expansion to new regions
including Los Angeles and Chicago resulted in new operating costs, primarily the
cost of compiling, researching and updating the Company's Database. These costs
reached significant levels for each new region and product in advance of revenue
growth. Gross margins as a percentage of revenue were therefore reduced from 55%
in 1995 to 50% in 1996.

Selling and marketing expenses. Selling expenses increased from $566,000 in
1995 to $2.7 million in 1996 as the Company substantially expanded its sales
organization into new regions and enhanced its selling efforts in existing
regions, particularly New York.

General and administrative expenses. General and administrative expenses
increased 58% from $1.2 million in 1995 to $1.9 million in 1996. This increase
is due to hiring additional personnel required to support the expanding number
of regions and growing client base.

Interest and other income. Interest income decreased from $71,000 in 1995
to $30,000 in 1996 as a result of lower average cash balances in 1995.

<PAGE>

Consolidated Quarterly Results of Operations

The following tables summarize the Company's consolidated results of
operations on a quarterly basis for the periods indicated:

1996 1997
------------------------------------------------ -----------------------------------------------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31
----------- ----------- ---------- ------------- ----------- ------------ ---------- -----------
($ IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue .................... $ 725 $ 1,110 $ 1,210 $ 1,291 $ 1,555 $ 1,858 $ 2,074 $ 2,413
Cost of revenue ............ 303 546 647 692 717 937 890 869
------- ------- ------- --------- ------- -------- ------- -------
Gross margin ............... 422 564 563 599 838 921 1,184 1,544
Operating expenses ......... 794 1,196 1,211 1,628 1,638 1,966 1,998 2,184
------- ------- ------- --------- ------- -------- ------- -------
Loss from operations ....... (372) (632) (648) (1,029) (800) ($ 1,045) (814) (640)
Other income (expense) ..... 14 5 4 26 31 17 3 (18)
------- ------- ------- --------- ------- -------- ------- -------
Net loss ................... $ (358) $ (627) $ (644) $ (1,003) $ (769) $ (1,028) $ (811) $ (658)
======= ======= ======= ========= ======= ======== ======= =======

1998
----------
MAR. 31
----------
<S> <C>
Revenue .................... $2,839
Cost of revenue ............ 904

------
Gross margin ............... 1,935
Operating expenses ......... 2,281
------
Loss from operations ....... (346)
Other income (expense) ..... (38)
------
Net loss ................... $ (384)
======
</TABLE>

1996 1997 1998
---------------------------------------- ---------------------------------------- ----------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31
--------- --------- ---------- --------- --------- --------- ---------- --------- ----------
(AS A PERCENTAGE OF TOTAL REVENUE)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue .................... 100% 100% 100% 100% 100% 100% 100% 100% 100%
Cost of revenue ............ 42% 49% 53% 54% 46% 50% 43% 36% 32%
--- --- --- --- --- --- --- --- ---
Gross margin ............... 58% 51% 47% 46% 54% 50% 57% 64% 68%
Operating expenses ......... 109% 108% 100% 126% 105% 106% 96% 91% 81%
--- --- --- --- --- --- --- --- ---
Loss from operations ....... (51%) (57%) (53%) (80%) (51%) (56%) (39%) (27%) (13%)
Other income (expense) ..... 2% 0% 0% 2% 2% 1% 0% (1%) (1%)
--- --- --- --- --- --- --- --- ---
Net loss ................... (49%) (57%) (53%) (78%) (49%) (55%) (39%) (28%) (14%)
=== === === === === === === === ===
</TABLE>

SUPPLEMENTAL REVENUE AND CONTRIBUTION MARGIN ANALYSIS OF ESTABLISHED REGIONS

Since its inception, the development of the Company's business has required
substantial investments for the expansion of products and establishment of
operating regions, which has resulted in substantial net losses. These
investments continue in certain regions, while other regions have become
profitable. Additionally, existing profitable regions may experience reductions
in profitability as a result of expansions in the scope of product offerings
within the region.

Due to the varying degrees of maturity of the Company's operating regions,
management measures a region's performance in relation to the length of time the
region has been in operation, along with the relative size of the region and its
product offerings. Management believes that financial data for regions that have
been in operation for at least 18 months subsequent to the initial release of
products can provide relevant information as to the performance and
profitability of the Company. Such regions are considered by management to be
established, and generally provide substantial operating cash flows that are
then invested into the development of new regions.

As of March 31, 1998, the Company's operations in the following regions
have been ongoing for more than eighteen months and are considered established:
Washington (includes Baltimore), Chicago, New York (includes Northern New
Jersey, Long Island, Westchester, and Connecticut) and Los Angeles (includes
Orange County). The following table sets forth supplemental quarterly financial
information regarding the regions considered established as of March 31, 1998,
which has been derived from the Company's unaudited interim financial
statements. This information should be read in conjunction with the entire
Prospectus and should not be considered in isolation or as an alternative to
other financial measures. This information is not necessarily indicative of the
results to be expected for any of the Company's other regions.

<PAGE>

QUARTERLY REVENUE AND CONTRIBUTION MARGIN OF ESTABLISHED REGIONS

1996

------------------------------------------------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31
--------- ------------ ------------ ------------
($ IN THOUSANDS)

<S> <C> <C> <C> <C>
Total revenue ................... $ 725 $ 1,109 $ 1,210 $ 1,296
Operating costs(1) .............. 622 1,053 1,140 1,281
------ -------- -------- --------
EBITDA before general and
administrative expenses(2) ..... $ 103 $ 56 $ 70 $ 15
====== ======== ======== ========
Contribution margin(3) .......... 14% 5% 6% 1%
------ -------- -------- --------

1997 1998
--------------------------------------------------- -----------
MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31
------------ ------------ ------------ ------------ -----------
($ IN THOUSANDS)

<S> <C> <C> <C> <C> <C>
Total revenue ................... $ 1,518 $ 1,712 $ 1,894 $ 2,144 $ 2,390
Operating costs(1) .............. 1,190 1,312 1,329 1,233 1,220
-------- -------- -------- -------- -------
EBITDA before general and
administrative expenses(2) ..... $ 328 $ 400 $ 565 $ 911 $ 1,170
======== ======== ======== ======== =======
Contribution margin(3) .......... 22% 23% 30% 42% 49%
-------- -------- -------- -------- -------
</TABLE>

- ----------
(1) Includes cost of revenues and operating expenses for each established
region.

(2) Earnings before interest, taxes, depreciation and amortization ("EBITDA")
shown here excludes allocation of the Company's general and administrative
expenses. Management believes that EBITDA is an indicator of how established
regions are performing. However, EBITDA should not be considered as an
alternative to net income or loss (as an indicator of operating performance)
or to cash flows generated from operating activities (as a measure of
liquidity) determined in accordance with generally accepted accounting
principles.

(3) EBITDA as a percentage of revenues.

LIQUIDITY AND CAPITAL RESOURCES

To date, the Company has financed its operations through cash flow from
established regions, the sale of partnership units and the establishment of
credit lines with a bank and with a stockholder of the Company. Additionally,
the Company receives advance payments from clients on a number of contracts,
resulting in the generation of cash as reflected in deferred revenue balances of
$969,000, $903,000, and $1.6 million as of December 31, 1996 and 1997 and March
31, 1998, respectively. Increases in accounts receivable due to sales growth
expand working capital requirements and reliance on credit lines, but are
substantially offset by deferred revenue. As a result of reduced losses and a
significant increase in deferred revenue as of March 31, 1998, cash provided by
operations for the three months ended March 31, 1998 was $22,000. The Company
had a deficit in working capital at March 31, 1998 of $1.9 million, and
continues to experience operating losses and negative cash flow as a result of
its rapid expansion into new regions, while established regions continue to
generate cash flow from operations.

Net cash used in operating activities was $454,000, $1.8 million, and $2.2
million, in 1995, 1996, and 1997, respectively, as a result of the operating
losses of the Company. Net cash used in investing activities amounted to $1.7
million in 1997, including the acquisition of NMS, Inc. and capitalized product
development, including the cost of building photography, and fixed asset
purchases, consisting principally of computer and office equipment. The Company
currently has no material commitments for capital expenditures. Management
believes that the Company's current resources and commitments for funding are
adequate to support its current operations, and based on its current plans, the
proceeds of the Offering combined with positive cash flow from the Company's
established regions will be sufficient to fund its planned operations and
expansion into new regions and products for at least the next two years.

To date, the Company has generated substantial growth through the
acquisition of other entities. The Company plans include further growth which
may occur through the acquisition of other entities. Acquisitions may vary in
size and could be material to the current operations of the Company. The Company
expects that it will use cash, stock issuances, or other means of funding to
effect such transactions.

To date, the Company has operated as either a Subchapter S corporation or a
limited partnership, and has not been subject to corporate income taxes.
Currently, the Company is a taxable entity. Although the Company has experienced
losses to date, future profitability, to the extent it is not offset by the
benefits of loss carryforwards, would result in income tax liabilities. The
Company does not expect to benefit substantially from tax loss carry forwards
generated prior to its formation.

Management does not believe the impact of inflation has significantly
affected the Company's operations. Management does not anticipate that the Year
2000 will have a significant impact on its information systems or result in a
significant commitment of resources to resolve potential problems associated
with this event.

<PAGE>

BUSINESS

OVERVIEW

The Company is a leading provider of comprehensive, building-specific
information to the United States commercial real estate industry and related
industries. The Company has created a proprietary Database, through internal
development and strategic acquisitions, that the Company believes is
significantly more comprehensive, accurate and up-to-date than any other
database of information detailing office and industrial space in the United
States. The Database includes hundreds of data fields providing substantive
information as well as digitized photographs and floor plan images on individual
commercial buildings in the Company's markets. The Database tracks over 6.9
billion square feet of office and industrial space in more than 122,000
buildings. The Database also contains detailed information on 76,000 tenants and
14,000 buildings for sale (with an aggregate asking price in excess of $15.0
billion). In addition, the Company has developed a portfolio of multimedia
software products with Internet connectivity that allows clients to access the
Database and from which the Company generates revenue in each of its markets.

The Company's clients access the Database using the Company's multimedia
software products. These software products include (i) CoStar, a product
primarily intended for office and industrial real estate professionals which
allows them to use the Database to analyze leasing options, market conditions
and competitive property positions, and to produce multimedia presentations, and
(ii) CrosTrac, a product primarily intended for participants in the office real
estate industry which allows them to identify the most likely tenants to fill
space vacancies, to find tenants needing representation for their space needs,
and for business-to-business marketing. The Company also derives significant
revenue from Interactive Advertising. Interactive Advertising provides clients
with a means of direct access to real estate professionals by allowing placement
of advertisements of properties for lease or sale, directly in the Company's
software products and on the Company's web site. The Company is also developing
several new products to allow clients to better utilize the Database, including
specialized reports and CoStar I/S, a software product that will provide
extended detail on office and industrial properties offered for sale.

INDUSTRY BACKGROUND

According to the Federal Reserve, the inventory of commercial real estate
in the United States has been valued at approximately $3.3 trillion. The Company
estimates that the value of annual transactions for the sale and lease of office
and industrial real estate in the United States was $175 billion in 1997. The
Company believes that the market for office and industrial real estate
information, though undefined today, is vast based on the volume and value of
commercial real estate transactions and the large number of parties involved in
such transactions. Comprehensive and reliable information is a critical
component of all transactions in the commercial real estate industry. To effect
these transactions, real estate brokers representing lessors and tenants, and
buyers and sellers need comprehensive, accurate and consistent building-specific
information to enable them to advise their clients. A study by an independent
consulting firm commissioned by the Company found that commercial real estate
professionals spend 40% of their work day collecting and analyzing information
on the real estate market. In the United States there are currently an estimated
160,000 commercial real estate firms.

<PAGE>

The importance of accurate, property-specific information to a broker's
business translates both into time (as indicated by the consulting firm's study)
and money. Traditionally, large brokerage firms maintained their own research
departments to catalogue buildings, space availabilities, properties for sale,
market statistics, and other building specific information. Smaller brokerage
firms, unable to afford their own research departments, would periodically
research the market in response to client requests. Each firm also spent
significant resources adapting or developing software to analyze the information
it had independently gathered. This fragmented approach resulted in duplication
of effort in the collection and analysis of information, excessive internal
costs, non-standard data with varying degrees of accuracy and comprehensiveness
and, especially for smaller firms, a large information gap. From its inception,
the Company has sought to consolidate research and software development efforts
and spread the costs of such efforts over all its clients in order to deliver
more comprehensive, accurate and timely information than any single client could
obtain through its individual efforts.

COMPETITIVE ADVANTAGES

The Company believes that it has a number of competitive advantages
relative to its actual and potential competitors including:

o Comprehensive Proprietary Database. The Company's Database is the
accumulation of more than ten years of data collection by the Company.
This effort includes both direct data collection by the Company and the
acquisition of various real estate information providers in various
markets who themselves expended significant effort building their
databases. The Database tracks over 6.9 billion square feet of office
and industrial inventory and 76,000 tenants. The Database also includes
photographs of more than 70,000 buildings, believed by the Company to be
the largest library of digitized building photographs in existence. The
Database is supported and maintained by one of the largest office and
industrial real estate listings research staffs in the nation. Whereas
the Company's Database costs are mostly related to maintaining the
accuracy, currency and integrity of the Database and expanding the
Database to cover new markets, the Company believes that any new
competitor would have to make substantial expenditures over a number of
years to develop a database as comprehensive as the Database.

o Full Service Software and Data Solutions. As the result of numerous
upgrades over the last several years, the Company's software products
have become a high value-added tool for its clients by providing them
with full-service solutions to their needs. Through continuous feedback
from clients and a highly sophisticated software platform, the Company
has improved its software products to service more of its clients'
needs. The Company believes that, because of its size and experience, it
will be able to maintain and upgrade this software at a lower cost per
client compared to its competitors.

o First to Capitalize on Outsourcing Trend. During the 1990s, many of the
Company's clients began outsourcing the collection and assembly of
commercial real estate data. A portion of the Company's Database was
developed with data contributed by clients that had outsourced their
real estate information needs to the Company. In addition, most of the
databases that were contributed to the Company no longer exist, as the
firms that originally built them (and provided them to the Company)
ceased maintaining them when they subscribed to the Company's products
and services. As a result, the Company believes that it would be
difficult for any new competitor to duplicate this process.

o Standardization on Company Products. Many of the Company's clients have
standardized their internal reporting systems on the Company's
proprietary data structures. Users of the Company's software have
invested significant time mastering the Company's products and
understanding its methodologies, so that the Company's clients are
likely reluctant to change information suppliers. In addition, a growing
number of prominent print and other media outlets are routinely citing
the Company as a source for office and industrial real estate data.

o Resources to Enter Markets Efficiently. The Company's market coverage,
size and experience with geographic expansion allow it to expand rapidly
into new markets at a relatively low cost compared to its competitors.
New market entry is facilitated because, prior to entry, the Company

<PAGE>

already has the Database, software products that use the Database,
established research and data collection procedures, existing
administrative infrastructure, and marketing and sales procedures that
have been successful in other markets.

o Sole National Information Provider. The Company is the only provider of
uniform, up-to-date and comprehensive data in all of the major markets
encompassed by the Database. As a result, the Company has the unique
ability to offer significant multi-market real estate information for
those markets to national clients who find value in purchasing
uniformly-presented data.

o Relationships with Key Clients. As a result of the Company's presence in
the seven regions it currently serves, it has developed long-standing
formal and informal relationships with key participants in the office
and industrial real estate market. The Company is able to capitalize on
these relationships when entering new markets and when expanding product
lines in existing markets.

STRATEGY

Building upon its competitive advantages, the Company's objective is to
become the preeminent provider of building-specific information to the
commercial real estate industry and related industries in the United States and
select international markets. The principal components of the Company's strategy
are:

o Maintain and Improve the Database. Management believes that the Database
is the most comprehensive database of building-specific office and
industrial real estate information available today. The Company intends
to maintain this leading position by continuing to expand the Database's
coverage and by constantly auditing and improving the Company's model
for collecting the data underlying the Database to ensure it remains
comprehensive and reliable.

o Maintain Technology Leadership. The Company intends to provide ongoing
upgrades of its software products to incorporate advances in technology
and to provide features and advantages to facilitate ease of use and
flexibility for the Company's clients.

o Enter New Markets. The Company plans to continue its aggressive
geographic expansion in the United States and select international
markets. The Company, independently, or in connection with strategic
acquisitions of local providers, intends to gain an initial foothold in
each new target market with one of the Company's products, and then over
time, introduce all of its products in that target market. In order to
accomplish this, the Company intends to first expand the Database to
include substantially more comprehensive information on office and
industrial buildings in the target market than any competitor in that
market. The Company believes that favorable references from reputable
clients in established markets will enable the Company to accelerate the
rate at which it can gain market acceptance in newly entered regions.

o Increase Market Penetration and Revenue in Established Markets. The
Company believes that substantial opportunities exist in its established
markets to both attract new clients and increase its revenue from
existing clients. The Company also seeks to increase revenue from
existing clients by increasing the performance and use of the Company's
existing products. In addition, the Company has not yet introduced all
its products in all of its markets. Over the next several years, the
Company intends to increase revenue by introducing its full complement
of its products in all of its markets.

o Introduce New Products to Satisfy Existing Client Needs and Reach New
Clients. The Company believes its Database contains a wealth of
information that can be packaged to create an array of new products,
several of which are currently under development. Management intends to
sell these new products to satisfy both existing client needs and
attract new clients. The Company also intends to attract new clients by
expanding its Database to cover additional segments of the commercial
real estate industry (such as retail, multi-family and hotels).

<PAGE>

THE DATABASE

The Company believes that the Database is the largest and most
sophisticated database of office and industrial real estate information
available today. It is the basis for all of the Company's products and services.
This highly complex database is a real-time information system comprised of more
than 100 inter-related tables, containing hundreds of data fields of
information. The data fields tracked include such categories as: location, site
and zoning information; building characteristics; space availabilities; tax
assessments; ownership; sale comparables; mortgage and deed information;
for-sale information; and income and expense histories.

The Database is the result of more than ten years of research by the
Company. It tracks more than 6.9 billion square feet of office and industrial
inventory in more than 122,000 buildings and 1.3 billion square feet of
available space on a floor-by-floor, suite-by-suite level in increments as small
as 100 square feet. The Database archives valuable historical information such
as leasing, occupancy, rental rate and ownership histories. It also contains
detailed information on more than 32,000 commercial real estate companies that
own, lease and manage properties tracked by the Company. In addition, the
Company actively tracks 76,000 tenants and thousands of lease transactions.

The Database also includes 105,000 building photographs, aerial photographs
and floor plans. The Company believes this is the largest library of digitally
stored property photographs in existence. These images were collected over a ten
year period by dozens of staff and contract architectural photographers
nationwide.

DATA COLLECTION

The Company has developed a highly evolved data collection organization,
made up of a unique combination of researchers, management systems, computer and
communications hardware, and software systems.

Research. The Company has over 95 researchers collecting and analyzing
office and industrial real estate information. The Company's research department
updates, on a monthly basis, the majority of the more than 122,000 buildings
tracked, through over 500,000 phone calls a year, e-mails, faxes, field
inspections, news monitoring and direct mail.

The Company puts every new employee through an extensive training program
to maintain a consistent research process. New employees must pass a series of
examinations developed by the Company to ensure their technical proficiency in
office and industrial real estate, as well as in the Company's internal data
collection systems, which are described in greater detail below. The Company's
research department is structured into geographic teams of Research Analysts,
each led by a Research Manager. This team structure creates opportunities for
upward employee mobility and provides the Company with the flexibility to easily
redeploy research resources to cover new markets.

Management and Quality Control Systems. The Company has established both
automated and non-automated controls to manage the data collection process and
to ensure its integrity. Automated measures such as the Contact Management
System (CMS) track every contact with individuals and firms in the Database and
allow researchers to set call-backs for future data updates. There are a large
number of automated data quality tests that check for potential errors including
contiguous space, occupancy date conflicts, available square footage greater
than building area, typical floor greater than land area, and expired leases.

The Company employs regular non-automated quality control measures as well,
monitoring items such as the number of images scanned and photographs taken, to
the number of tenants canvassed by tenant canvassers and the number of news
stories submitted by researchers. The Company performs regular auditing of all
research to check for data accuracy, completeness and quality. Audit methods
include calling the leasing contact on properties recently updated to re-verify
information collected or reviewing commercial real estate periodicals and
newspapers for transactions to determine whether they are reflected in the
Database. Field research is performed to determine if buildings were canvassed
correctly and to determine if any buildings were missed.

<PAGE>

Finally, one of the most important and effective quality control measures
is feedback from the thousands of commercial real estate professionals that use
the Company's data every day. The Company regularly surveys clients regarding
data quality and uses this information to target areas for improvement and to
obtain early warnings about any problem areas.

Computer and Communications Hardware. The Company maintains six Novell
and/or Windows NT servers in support of the Database and a national internal
frame relay network to allow remote researchers real-time access to the
Database. The servers are in a secured, firewall-protected environment. The
Company also maintains redundant drive arrays and stockpiles hardware spare
parts to minimize potential system downtime. The Company stores full data
back-ups off site and is evaluating implementing fully-redundant server capacity
following the Offering.

Software Systems. The Company uses client server software to manage the
Company's internal data collection. In addition, the Company's own systems
software has been developed over ten years and contains over 250,000 lines of
code. This software enables the Company to continuously improve data integrity
and research productivity even as the volume of data tracked has grown
exponentially. The system has four primary functions: collecting
building-specific data, tracking companies and individuals, facilitating the
Company's operations and distributing data.

o Collects Building-Specific Data. Researchers can add or change data
relating to buildings, space available for lease, buildings for sale,
lease and sale comparables, and other historical data. The system goes
well beyond simple data entry. It demands that researchers account for
every square foot of available space they add, delete, or modify in the
Database. It enforces commercial real estate business guidelines and
compels the researcher to record and reconcile available space
adjustments in vacancy and occupancy much like making offsetting entries
in a general ledger. Though the number of data fields on a specific
building has increased dramatically, the system has allowed average
researcher productivity to double over the last five years through
increased automation. The system enforces referential integrity by
ensuring that changes made in one area of the Database are consistent
with all related areas of the Database and utilizes comprehensive audit
trails to allow management to understand how and why changes were made
and by whom. The system is scalable to allow for continued growth in the
size of the Database.

o Tracks Companies and Individuals Associated with Commercial Real Estate.
The system tracks brokerage firms, tenants, owners, property managers,
developers, architects and many others. The system allows employees to
track contact and call histories and set automated and manual
call-backs. This second function of the Company's software systems is
highly integrated with the first. For example, it transforms available
space listing updates into actual tenant and tenant deal transaction
information.

o Facilitates the Company's Operations. The Company's software systems are
utilized by the Company internally in a number of areas including sales,
marketing, customer service, administration and accounting. For example,
a new leasing agent entered in the system by a researcher is
automatically flagged on the sales representative's system as a sales
prospect. Later, this same leasing agent may be identified in a query by
the marketing department as a direct mail target. After that leasing
agent becomes a client, customer service will schedule installation and
manage ongoing data delivery through this same system. Finally, the
accounting department will handle contract management and accounts
receivable communications, all within this same integrated system.

o Distributes Data. The software system automates packaging and delivery
of subsets of the Database for client use. This is accomplished through
a series of nightly, automated, triggered events. Quality control
reports are generated for management, redundant online backups are made
and database subsets are compressed for more efficient distribution.
Finally, the Database subsets are transported over the Internet to
client systems.

PRODUCTS AND SERVICES

The Company has developed advanced proprietary software products utilizing
its Database. These products use sophisticated Windows-based programs with
Internet connectivity to access the Company's Database and present information
in a variety of formats.

<PAGE>

CoStar. Introduced in 1991, CoStar is a software product heavily utilized
by commercial real estate brokers and increasingly used by building owners,
investors and lenders and by goods and service providers such as
telecommunications providers, insurance companies and building services vendors.
CoStar allows access to utilize the Database to research leasing options,
analyze market conditions and competitive property positions, keep abreast of
industry news, and produce multimedia client presentations.

The Company's clients use CoStar to find leasing options in office and
industrial buildings. The user can query the Database with any combination of
pertinent criteria, combining any of approximately one hundred CoStar data
fields from categories such building size, location, building characteristics,
space availabilities, ownership, or sales comparables. For example, if a CoStar
user needs to find an office suite of 5,000 square feet in a high quality
building in one of two specific submarkets, the client simply enters these
requirements into CoStar and initiates a query. CoStar then searches through
hundreds of millions of square feet of space in seconds to find all the
available space meeting the search criteria.

The Company's clients also use CoStar to analyze market conditions by
calculating up-to-the-minute vacancy rates, absorption rates, or average rental
rates. This allows clients to gauge supply and demand balance and track market
trends. Clients can also keep abreast of their competitor's market share and how
competitors are positioning their properties. In addition, CoStar has a newswire
feature that keeps clients informed of late breaking commercial real estate news
such as major deals signed, acquisitions, ground breakings and other features.

CoStar allows users to create professional client presentations complete
with high-resolution, digital color photographs and aerials of commercial
buildings in minutes using a desktop computer and color printer. CoStar further
details space availability by providing digital floor-plans indicating
"as-built" conditions or typical floors. The user can select from over 50
customizable reports, presenting space availability, comparable sales, tenant
activity, market statistics, photographs and floor plans. Preliminary space
planning can also be performed on CoStar's floor-plans to help determine
feasibility and use. The user can export and edit reports, photos, and floor
plans in popular software packages like Microsoft Word, Power Point,
WordPerfect, Excel, or Lotus 123. CoStar reports can be edited in Microsoft Word
or WordPerfect for Windows to easily customize and print presentations.

CrosTrac. Introduced in 1996, CrosTrac is a software product that delivers
detailed information profiling the tenants occupying office buildings to a wide
variety of commercial real estate and other clients. Building owners rely upon
the product as do commercial real estate brokers, providers of goods and
services to building tenants, and providers of goods and services to building
owners. These clients use the Database to identify and target the most likely
tenants to lease space, to understand trends and the demand for commercial real
estate, to identify and target the tenants most likely to need representation
for their real estate requirements, and to identify and target the tenants most
likely to buy a particular vendor's goods and services.

Commercial real estate professionals use CrosTrac to identify and target
the tenants most likely to fill their space vacancies. For example, if a client
owns or represents a high quality building in a certain area with an upcoming
vacancy of 5,000 square feet, the client might enter two queries to develop both
a list of prospects for direct mail marketing and a more focused list for
telemarketing. For the first broad list, the client might query for all tenants
with leases expiring within the next year who occupy 3,000 to 7,000 square feet
of space in buildings that are within the same general area as the client's
building. Within seconds, CrosTrac might identify several hundred prospective
tenants from a list of tens of thousands of tenants and enable the client to
print labels for a mailing to these prospects. For the second, more focused
list, the client might use the same query as before, but add a parameter
restricting the list to those firms with SIC classifications typically found in
high quality buildings, such as law firms or investment banking firms. With the
resulting more focused list of dozens of prospective tenants, the client might
use CrosTrac's call tracking features and data collection features to assist
them in telemarketing the list.

The Company's other clients use CrosTrac to identify and target the tenants
most likely to purchase goods and services from the client. For example,
companies are more likely to make significant purchases in connection with a
move. A furniture vendor specializing in selling economy furniture to mid-

<PAGE>

size companies therefore might use CrosTrac to query for all tenants who have,
for ten years or more, occupied 10,000 to 20,000 square feet in mid-quality
buildings and who are moving or who have recently moved into larger spaces.
Within seconds, CrosTrac provides the client with a list of prospective firms
most likely to need new or additional economy furniture. Before the furniture
vendor contacts these prospects, the vendor can learn more about the prospects
by using the web home page addresses of the prospects that are stored in
CrosTrac and CrosTrac's ability to call up those web pages.

Interactive Advertising. In 1997, the Company began to derive significant
revenue from the advertising of office and industrial real estate buildings for
sale or lease on its software products. In the past, few effective vehicles for
targeted marketing of office and industrial properties existed. For owners and
agents representing buildings for lease or sale, reaching potential tenants
directly was not effective because the tenants generally deferred to their
commercial real estate broker to create the short lists of properties for them
to consider. Brokers were difficult to reach with traditional marketing tools
like advertising and direct mail, advertising was hindered because brokers did
not rely on any single information source when researching properties for their
clients, and direct mail also had limited effectiveness because brokers were
deluged with marketing material.

Computerized information systems such as the Company's array of software
products have significantly diminished the Company's clients' reliance on
printed directories and materials. The Company introduced Interactive
Advertising for its CoStar system as well as its web site to take advantage of
this new trend toward electronic delivery and analysis of information. The
Company's clients are made up in large part of commercial real estate
professionals, who are normally the targeted market for advertisers. Since these
professionals generally use the Company's products regularly, advertisers are
realizing an opportunity to market in a more targeted fashion than previously
possible. The multimedia aspects of the Company's products and web site permit
multiple images, text and relevant information about a property for sale or
lease to be delivered instantly to the user.

Each time a user performs a search, looks up a building, views a photograph
or completes another task on one of the Company's products, a new interactive
advertisement appears on a portion of the screen. If interested, the user can
directly access further information on the property from the Company's Database.
Full screen ads contain any combination of information, created and enhanced by
professionally designed graphics. This includes floor plans, maps, photos,
aerials or illustrations. On average, the Company believes an advertisement
appears on one of its software products approximately 20 times per month.
Interactive ads also appear on the Company's web site.

CLIENTS

Real estate brokers currently comprise a significant portion of the
Company's clients and are the most active users of the Database. Other
participants in the commercial real estate industry also require various subsets
of the building-specific information found in the Database. Owners and investors
are a significant and growing portion of the Company's client base and include
institutions, banks, mortgage lenders, REITs, asset managers, investment banks
and securities analysts. Another large and growing type of client is providers
of goods and services to buildings and tenants such as property managers,
developers, construction firms, architects, appraisers, building services
vendors, tenant services vendors, telecommunication providers, office furniture
vendors, space planners, insurance companies, utilities and moving companies.
Public service agencies at the federal state and local level are also among the
Company's clients, such as economic development agencies, the Federal Reserve,
and the General Services Administration.

The Company has over 1,300 clients, including leaders of the commercial
real estate industry such as CB Commercial Real Estate Group, Inc., Grubb &
Ellis, Merrill Lynch & Co., Julien J. Studley, Inc. and LaSalle Partners, Inc.
Many of these national companies have multi-year, multi-market contracts with
the Company. These multi-market contracts strengthen the Company's role within
the industry and ease the Company's entry into new markets by providing an
initial client base. In many instances, the Company's entry into new markets has
been facilitated by demand from these leaders of the commercial real estate
industry. No one client accounts for more than 5% of the Company's revenue and
during the past five years, the Company's contract renewal rate has exceeded
90%.

<PAGE>

SALES AND MARKETING

The Company sells its products through its own sales force, which is
located at its Bethesda headquarters and at regional offices in each of the
metropolitan areas in which the Company offers its products. All sales personnel
have experience in the commercial real estate industry, so that they are able to
position and employ the Company's products to create maximum value for each
client's unique situation.

The Company has developed a multi-faceted marketing strategy that takes
full advantage of the Database to effectively target its direct mail,
advertising, trade show and public relations efforts. The Company uses the
Database to identify and target the industry leaders in each of the markets it
enters. The Company then builds upon this initial base through direct mailings,
public relations and print advertising.

The Company is developing sales and marketing methods that achieve
meaningful penetration in a new market within three months of entry. The Company
is creating two specialized teams within its sales organization. The first is
the National Sales Group, which places experienced account executives in new
markets to make the first introductions. The second is a centralized Outbound
Telemarketing Group, which has allowed the Company to leverage the time and
experience of veteran senior-level sales people at a far lower cost than the
incremental addition of new sales people. These sales resources also enable the
Company to respond rapidly to competitive shifts in the marketplace, as their
focus can quickly be shifted to different geographic areas or products as
needed.

The Company has won several national awards over the last two years as a
result of its in-house Marketing Group. The Company was the National Association
of Industrial and Office Properties ("NAIOP") 1996 winner "Best Single Ad to
Promote a Company," the 1997 1st Place winner "Ad Campaign to Promote a Company"
for New York CoStar and the 1998 1st Place & Grand Award winner "Electronic
Marketing" for the Company's web site. The Company's web site has received
numerous awards including the NAIOP 1997 Grand Award in Electronic Marketing,
the National Real Estate Investor/Internet Review Online Site of the Week,
PikeNet 5-Star Superior Site Award, and the Web Marketing Association's Standard
of Excellence Web Award.

As part of its marketing strategy, the Company seeks to make its products
integral to its clients' transaction decision support processes. Therefore,
unlike services that charge fees based in whole or in part on actual system
usage time, the Company charges fixed monthly amounts which vary among clients
based on the number of sites, organization size and number of accessible
databases and other services to which a client subscribes. The Company believes
this pricing policy encourages clients to use the Company's products regularly.
Although the Company's subscription charges are quoted to clients in annual
amounts, revenue is recognized on a monthly basis.

The basic CoStar contract consists of: (i) database including fundamental
property and space availability data; (ii) local commercial real estate news and
basic market statistics; (iii) basic application package with research and
analytical capabilities; and (iv) client support and training. Additional
components, such as additional data classes (office or industrial), other
geographic areas, tenant information, and image databases, are available at
additional cost. Over 80% of existing clients of the Company subscribe to
additional components, the most popular of which are image databases and
additional data classes.

COMPETITION

The market for information systems and services generally is competitive
and rapidly changing. In the real estate industry, the principal competitive
factors are the quality and depth of the underlying databases, the proprietary
nature of methodologies, databases and technical resources, the usefulness of
the data and reports generated by the software, client service and support,
compatibility with the client's existing information systems, potential for
product enhancement, vendor reputation, price and the effectiveness of marketing
and sales efforts.

<PAGE>

The Company has been in competition for many years with Black's Guide in
Washington, Northern New Jersey and Los Angeles. Black's Guide primarily
provides information through the print media but has periodically attempted to
develop computer-delivered products and services competitive with those of the
Company. In July 1996, Black's Guide, previously owned by McGraw-Hill Company
and then by a group including CDA Technologies and Thompson Publishing Company,
or their affiliates, was sold to Teleres, a joint venture between Dow Jones &
Company, Inc. and Aegon (a Dutch insurance company). That joint venture targeted
the investment and financial analyst community, through a product called
"Teleres-Pro," that targeted primarily portfolio managers, and secondarily
brokers and appraisers. In August 1997, the joint venture terminated, discharged
its employees and returned Black's database to Black's Guide. In November 1997,
Black's Guide reportedly entered into an arrangement, the terms of which are not
known to the Company, with ReLocate, Inc. ReLocate, Inc. provides a database
product that competes with the Company's product in New York City, Philadelphia
and Boston. Further competition may result from that venture. Jamison Research,
Inc. ("Jamison") is a commercial real estate information provider based in
Atlanta that expanded into the Dallas region in 1995. On February 17, 1998, the
Company entered into an agreement to acquire Jamison that was contingent on the
consummation of the Offering. The parties subsequently terminated this agreement
because of accounting issues associated with the concurrent purchase of Jamison
and the consolidation of RIGINC and RIGLP with the Company, and have no
agreement or understanding on whether to effect a merger or acquisition after
the Offering. Other competitors include: Smith's Guide and ILS in Orange County
and the Association of Industrial Realtors in Los Angeles, CA; Loopnet Venture,
Inc. which provides an Internet based listing service; Leasetrends, a firm
specializing in tenant information for Midwestern markets, Denver and South
Florida; and Comps, Inc., a company that currently provides comparable data for
commercial real estate sales, may develop a product that competes with the
Company. In addition, there are a number of firms with which the Company expects
to compete as it expands into their areas. Other ventures may develop from which
the Company will face competition.

While the Company faces competitors in individual markets, the Company
believes that it does not presently face competition from any Company on a
national basis. The Company has successfully competed with companies having
greater financial, product development, technical and marketing resources than
the Company with which to develop competitive databases, software and systems
and other similar competitors may arise in the future. The Company faces
significant indirect competition from internal information services at some
office and industrial brokerage firms, many of which developed their own
databases. As the market for support systems develops, additional competitors
may enter the market and competition may intensify. While the Company believes
that it has successfully differentiated itself from competitors, there can be no
assurance that future competition would not have a material adverse effect on
the Company.

PROPRIETARY RIGHTS

The Company depends upon a combination of trade secret and copyright laws,
nondisclosure and other contractual provisions and technical measures to protect
its proprietary rights in its methodologies, Database and software. The Company
has not filed any patent applications covering its methodologies and software.
The Company distributes its software products under agreements that grant
clients non-exclusive licenses and contain terms and conditions restricting the
disclosure and use of its Database or software and prohibiting the unauthorized
reproduction or transfer of its products. The products also include technical
measures to prevent unauthorized copying. In addition, the Company attempts to
protect the secrecy of its proprietary Database and other trade secrets and
proprietary information through agreements with employees and consultants.

The Company also seeks to protect the source code of its software and its
Database as trade secrets and under copyright law. Although copyright
registration is not a pre-requisite for copyright protection, the Company has
copyright registrations for certain of its software, user manuals and, portions
of its Database. While the arrangement and selection of data are protectible,
the actual data may not be, and others may be free to create databases that
perform the same function. The Company believes, however, that the creation of
competing databases would be very time-consuming and costly.

<PAGE>

The Company has filed applications for the "CoStar" and "CrosTrac" marks in
the United States, Canada and the United Kingdom and expects examination of such
marks in due course. The Company believes that it has developed substantial
goodwill in connection with these marks as an indicator of quality products and
services.

The Company believes that, aside from the various legal protections of its
proprietary information and technologies, factors such as the technological and
creative skills of its personnel and its ongoing reliable product maintenance
and support are integral to establishing and maintaining its leadership position
within the real estate industry due to the rapid pace of innovation within the
software industry.

EMPLOYEES

As of March 31, 1998, the Company employed a total of 145 full-time
employees, including over 95 researchers and 21 sales and marketing employees.
None of the Company's employees is represented by a labor union. The Company has
experienced no work stoppages and believes that its employee relations are
excellent.

FACILITIES

The Company's corporate offices occupy approximately 21,000 square feet in
Bethesda, Maryland, under leases and subleases expiring June 30, 2000. In
addition to its corporate offices, the Company leases office space in the
following cities: New York; Los Angeles; Elmhurst, Illinois; San Francisco;
Boston; Newport Beach; and Philadelphia. Aggregate lease payments for the
Company for the year ended December 31, 1997 were approximately $766,000.

LEGAL PROCEEDINGS

The Company has been involved from time to time in lawsuits incidental to
its business. The Company is not currently subject to, and none of its
properties is subject to, any material legal proceedings.

<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

YEARS
OF
NAME AGE SERVICE POSITION
- ---------------------------------- ----- --------- ------------------------------------------------
<S> <C> <C> <C>

Michael R. Klein ................. 56 11 Chairman of the Board of Directors
Andrew C. Florance ............... 35 11 Chief Executive Officer, President and Director
Frank A. Carchedi ................ 40 1 Chief Financial Officer
Curtis M. Ricketts ............... 35 3 Senior Vice President of Sales and Marketing
David M. Schaffel ................ 36 9 Vice President of Product Development
Dean Violagis .................... 30 8 Vice President of Research
Robert J. Caulfield, Jr. ......... 42 0 Vice President of Sales
David Bonderman .................. 55 3 Director
Warren H. Haber .................. 56 3 Director
John Simon ....................... 53 2 Director
Lanning Macfarland III ........... 44 2 Director
</TABLE>

Michael R. Klein is a founder and has been Chairman of the Board of
Directors of the Company Since 1987. He has been, since 1974, a partner of the
law firm Wilmer, Cutler & Pickering, based in Washington, D.C., where he is a
member of its five person management committee. Over the past five years he has
served as a member of the board of directors (and Audit Committee Chairman) of
both National Education Corporation and Steck-Vaughn Publishing Corporation and
as a director (and member of the Executive Committee) of Perini Corporation. In
1990 to 1991, on leave from his law firm, he served as the Chief Administrative
Officer and Vice Chairman of the Board of Directors of Republic Waste Industries
(now known as Republic Industries), Inc.

Andrew C. Florance is a founder of the Company and has served as President
and as a Director since 1987 and as Chief Executive Officer since 1995. Prior to
founding the Company, Mr. Florance was President of its predecessor company,
Real Estate Infonet, a real estate public records publishing operation, from
1985 to 1987. Mr. Florance held primary responsibility for developing the first
generation software products for Federal Filings, a 13-D tracking service, which
was later acquired by Dow Jones. Mr. Florance was a co-founder of an industry
trade association (REI-NEX) and served on its board from 1993-96. Mr. Florance
also served on the focus group responsible for developing the concepts related
to the Federal government's use of real estate in Vice President Gore's National
Performance Review. Mr. Florance is a graduate of Princeton University with a
degree in economics.

Frank A. Carchedi, Chief Financial Officer, joined the Company in May 1997,
from ITC Learning Corporation, a publicly held publisher and distributor of
multi-media training products, at which he had been Vice President, Treasurer
and Chief Financial Officer since 1995. Prior to that, Mr. Carchedi was with
Ernst & Young, LLP for ten years, most recently as a consultant in the firm's
New York Merger and Acquisitions Group and its Entrepreneurial Services Group in
Washington, D.C. He received a B.S. in accounting from Wake Forest University.

Curtis M. Ricketts, Senior Vice President of Sales and Marketing, joined
the Company as the Vice President of Sales and Marketing in December 1994. Prior
to joining the Company, Mr. Ricketts spent six years as an officer of the Carey
Winston Company, the largest office and industrial real estate services firm in
the Washington-Baltimore region. Mr. Ricketts served as a broker and as the
chief financial analyst for the firm's office and industrial brokerage and
advisory divisions, but was also responsible for new technology.

David M. Schaffel, Vice President of Product Development, has been with
the Company since 1989. Mr. Schaffel is responsible for the design,
development, and maintenance of the Company's software products as well as any
new products. From 1987 until joining the Company, Mr. Schaffel was President

<PAGE>

of Biscayne Technical Services, Inc., where he developed a logistics tracking
application for the United States Air Force. Mr. Schaffel received a Masters of
Science -- Operations Research/Statistics from the University of Miami and a
Bachelor of Science in Business from the University of Florida.

Dean Violagis, Vice President of Research, is responsible for the
Company's research department, of which he has been a manager since 1989. The
majority of the Company employees report to Mr. Violagis through three research
team leaders. Mr. Violagis received a B.A. in Real Estate Finance from the
American University in Washington, D.C.

Robert J. Caulfield, Jr., Vice President of Sales. Prior to joining the
Company in 1998, Mr. Caulfield was Director of Sales and Business Manger of the
Southeast District of Reuters America, Inc. from 1988 to 1998, where he managed
a media sales unit. Prior to joining Reuters, he was a marketing manager of
Southern California Technology Executives Network. He received a B.S. in
Marketing from Villanova University and his M.B.A. in International Marketing
from The George Washington University.

David Bonderman is a principal of Texas Pacific Group and an indirect
general partner of TPG Partners I, L.P. and TPG Partners II, L.P. Prior to
forming Texas Pacific Group, Inc., Mr. Bonderman served as Vice President and
Chief Operating Officer of Keystone, Inc. (formerly the Robert M. Bass Group,
Inc.) from July 1983 to August 1992. Mr. Bonderman was a partner in the law
firm of Arnold & Porter from 1971 to 1983. Mr. Bonderman currently serves on
the boards of directors of Continental Airlines, Inc., Bell and Howell Company,
Ducati Motorcycles S.p.A., Beringer Wine Estates, Denbury Resources, Inc.,
Ryanair, P.L.C., Washington Mutual, Inc., and Virgin Entertainment, Ltd. He has
been a Director of the Company since 1987.

Warren H. Haber has been, for more than twenty years, Chairman of the
Board and Chief Executive of Founders Equity, Inc. and its affiliates, private
investment concerns engaged in the business of identifying businesses for
acquisition in principal transactions, and managing such businesses for its own
account. Mr. Haber currently serves on the boards of directors of Beverly Glen
Medical Systems, American Life Care and Grand Charter, Ltd. He has been a
Director of the Company since 1995. See "Certain Transactions."

John Simon is a Managing Director of the investment banking firm Allen &
Company Incorporated, with which he has been associated for over 20 years. Mr.
Simon currently serves on the board of directors of The Immune Response
Corporation, Neurogen Corporation, and Advanced Technical Products, Inc. (all
Nasdaq). Mr. Simon has been a Director since 1996. See "Certain Transactions."

Lanning Macfarland III has been associated with the Law Bulletin
Publishing Company ("LBPC") of Chicago since 1983, from which the Company
acquired ReSource in March 1996. He is currently the General Operations Officer
of LBPC and is its publisher for all real estate trade publications and its
Director of Sales -- Legal Advertising. Prior to his association with LBPC,
Mr. Macfarland held sales and publishing positions with The New Yorker, Time,
Inc. and Bradley Printing. Mr. Macfarland holds a B.A. degree from Texas
Christian University, and an M.B.A. from Keller Graduate School in Chicago.
"See Certain Transactions." He has been a Director of the Company since 1996.

ELECTION OF DIRECTORS

All of the current directors serve for one-year terms or until their
successors are elected and qualified. Stockholders Agreements which include
provisions governing the composition, power and election of the Board of
Directors, will terminate upon the closing of the Offering.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has (i) an Audit Committee that reviews the results
and scope of the annual audit and other services provided by the Company's
independent public accountants and (ii) a Compensation Committee that makes
recommendations concerning salaries and incentive compensation for employees of
the Company. The Company's Board of Directors has designated the Compensation
Committee as the administrator of the Stock Option Plan described below.

<PAGE>

DIRECTOR COMPENSATION

Directors who are not currently receiving compensation as officers or
employees of the Company are entitled to reimbursement of expenses for attending
each meeting of the Board of Directors and each meeting of any committee. Until
May 1998, Founders Equity Inc. received a monthly fee of $10,000 and Mr. Klein a
monthly fee of $6,667, each of which has terminated. Upon consummation of the
Offering, the Company intends to pay non-employee directors $15,000 annually,
payable in Common Stock.

EXECUTIVE COMPENSATION

The following table sets forth the annual salary, bonuses and all other
compensation awards and payouts to the Chief Executive Officer and President and
to certain named executive officers of the Company (collectively, the "Named
Executive Officers") for services rendered to the Company and its subsidiaries
during the fiscal year ended December 31, 1997.

EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>

OTHER ALL
NAME AND FISCAL ANNUAL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- -------------------------------------- -------- ---------------- ----------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Andrew C. Florance ................... 1997 $ 150,000 $100,000 $ 150,000(1) --
President and Chief 1996 150,000 100,000 150,000(1) --
Executive Officer 1995 140,577 -- -- --

Frank A. Carchedi .................... 1997 $ 70,654(2) $ 20,000 -- --
Chief Financial Officer 1996 -- -- -- --
1995 -- -- -- --

Curtis M. Ricketts ................... 1997 $ 83,077 $ 46,166 -- --
Senior Vice President of Sales 1996 64,481 37,012 -- --
and Marketing 1995 76,246 -- -- --

David M. Schaffel .................... 1997 $ 117,898 $ 3,000 -- $8,614
Vice President of Product Development 1996 96,941 3,000 -- --
1995 82,782 -- -- --
</TABLE>

- ----------
(1) Other compensation for Mr. Florance is deferred compensation that was paid
to him in 1997 in the form of RIGINC shares valued at $14.00 per share
(equivalent to $4.62 per share of Common Stock of the Company).

(2) Mr. Carchedi joined RIGLP as Chief Financial Officer in May 1997. On an
annualized basis, his base salary is $110,000 per year.

<PAGE>

EMPLOYMENT AGREEMENTS

Andrew C. Florance. In April 1998, the Company entered into an amended
employment agreement with Andrew C. Florance, its President and Chief Executive
Officer, which agreement is effective as of January 1, 1998. Mr. Florance's
amended employment agreement provides for a base salary of $175,000. Mr.
Florance is entitled to an annual bonus award up to 100% of his base salary
based upon achievement of performance objectives to be agreed with the
Compensation Committee, and to participate in and receive benefits from any
insurance, medical, disability or pension plan generally made available to the
senior executive officers of the Company. In addition, Mr. Florance's employment
agreement calls for an initial grant of an option for 65,000 shares of Common
Stock to Mr. Florance, with an exercise price equal to the Offering price. Those
options vest one-fourth upon the initial public offering and one-fourth on each
of December 31, 1998, 1999 and 2000. Mr. Florance's employment agreement is for
an initial term of three years and is automatically renewable for additional,
successive one-year terms, unless terminated or not renewed by the Company or
Mr. Florance. In the event of a termination of employment by the Company without
cause or by Mr. Florance with good reason, Mr. Florance is entitled to receive
his base salary for the longer of one year from the date of termination or
whatever period is remaining under the employment agreement, his bonus for the
year in which the termination occurred and a gross-up payment to cover any taxes
assessed pursuant to Section 4999 of the Internal Revenue Code, and all of his
unvested options immediately vest. Mr. Florance's employment agreement contains
a covenant not to compete with the Company for a period of two years immediately
following the termination of employment. Applicable law may limit the term or
scope of the covenant not to compete.

Frank A. Carchedi. In April 1998, the Company entered into an amended
employment agreement with Frank A. Carchedi, its Chief Financial Officer, which
agreement is effective as of January 1, 1998. Mr. Carchedi's amended employment
agreement provides for continuation of Mr. Carchedi's current base salary, which
base salary increases to $125,000 upon the initial public offering. Mr. Carchedi
is entitled to an annual bonus award up to 75% of his base salary based upon
achievement of certain performance objectives to be negotiated with the Chief
Executive Officer and the Compensation Committee, and to participate in and
receive benefits from any insurance, medical, disability or pension plan
generally made available to the senior executive officers of the Company. In
addition, Mr. Carchedi's employment agreement calls for an initial grant of an
option for 40,000 shares of Common Stock to Mr. Carchedi, with an exercise price
equal to the Offering price. Those options vest one-fourth upon the initial
public offering and one-fourth on each of December 31, 1998, 1999 and 2000. Mr.
Carchedi's employment agreement is for an initial term of two years and is
automatically renewable for additional, successive one-year terms, unless
terminated or not renewed by the Company or Mr. Carchedi. In the event of a
termination of employment by the Company without cause, Mr. Carchedi is entitled
to receive his base salary for whatever period is remaining under the employment
agreement or six months (whichever is greater), a prorated share of his bonus
for the year in which the termination occurred, and all of his unvested options
that would have vested within twelve months immediately vest. Pursuant to his
agreement, Mr. Carchedi is subject to a two-year covenant not to compete with
the Company similar to that described with respect to Mr. Florance. Applicable
law may limit the term or scope of the covenant not to compete.

David M. Schaffel. In April 1998, the Company entered into an employment
agreement with David M. Schaffel, its Vice President for Product Development,
which agreement is effective as of January 1, 1998. Mr. Schaffel's employment
agreement provides for continuation of Mr. Schaffel's current base salary, which
base salary increases to $120,000 upon the initial public offering. Mr. Schaffel
is entitled to an annual bonus award up to 50% of his base salary based upon
achievement of certain performance objectives to be negotiated with the Chief
Executive Officer and the Compensation Committee, and to participate in and
receive benefits from any insurance, medical, disability or pension plan
generally made available to the senior executive officers of the Company. In
addition, Mr. Schaffel's employment agreement provides for an initial grant of
an option for 40,000 shares of Common Stock to Mr. Schaffel with an exercise
price equal to the Offering price. Those options vest one-fourth upon the
initial public offering and one-fourth on each of December 31, 1998, 1999 and
2000. Mr. Schaffel's employment agreement is for an initial term of two years
and is automatically renewable for additional, successive one-year terms, unless
terminated or not renewed by the Company or Mr. Schaffel. In the event of a
termination of employment by the Company without cause, Mr. Schaffel is entitled
to receive his base

<PAGE>

salary for whatever period is remaining under the employment agreement or six
months (whichever is greater), a prorated share of his bonus for the year in
which the termination occurred, and all of his unvested options that would have
vested within twelve months immediately vest. Pursuant to his agreement, Mr.
Schaffel is subject to a two-year covenant not to compete with the Company
similar to that described with respect to Mr. Florance. Applicable law may limit
the term or scope of the covenant not to compete.

Curtis M. Ricketts. In April 1998, the Company entered into an employment
agreement with Curtis M. Ricketts, its Senior Vice President of Sales and
Marketing, which agreement is effective as of January 1, 1998. Mr. Ricketts'
employment agreement provides for continuation of Mr. Rickett's current base
salary, which base salary increases to $110,000 upon the initial public
offering. Mr. Ricketts is entitled to a quarterly bonus award up to 100% of his
base salary during the quarter based upon achievement of certain performance
objectives to be negotiated with the Chief Executive Officer and the
Compensation Committee, and to participate in and receive benefits from any
insurance, medical, disability or pension plan generally made available to the
senior executive officers of the Company. In addition, Mr. Ricketts' employment
agreement provides for an initial grant of an option for 25,000 shares of Common
Stock to Mr. Ricketts with an exercise price equal to the Offering price. Those
options vest one-fourth upon the initial public offering and one-fourth on each
of December 31, 1998, 1999 and 2000. Mr. Ricketts' employment agreement is for
an initial term of two years and is automatically renewable for additional,
successive one-year terms, unless terminated or not renewed by the Company or
Mr. Ricketts. In the event of a termination of employment by the Company without
cause, Mr. Ricketts is entitled to receive his base salary for whatever period
is remaining under the employment agreement or six months (whichever is
greater), a prorated share of his bonus for the year in which the termination
occurred, and all of his unvested options that would have vested within twelve
months immediately vest. Pursuant to his agreement, Mr. Ricketts is subject to a
two-year covenant not to compete with the Company similar to that described with
respect to Mr. Florance. Applicable law may limit the term or scope of the
covenant not to compete.

OPTION GRANTS

One Named Executive Officer was granted stock options during the fiscal
year ended December 31, 1997. In addition, at or about the time of the Offering,
in connection with the Company's customary compensation review process, the
Company will grant approximately 350,000 options to its employees. This grant
has been approved by the Compensation Committee.

FISCAL YEAR-END VALUES

None of the Named Executive Officers exercised any stock options during
fiscal year 1997. The following table provides information regarding stock
options held by the Named Executive Officers as of the end of fiscal year 1997.

<PAGE>

OPTION VALUES AT DECEMBER 31, 1997

The following table sets forth certain information regarding unexercised
options held by the Named Executive Officers at December 31, 1997.

AGGREGATED OPTIONS AND YEAR END 1997 OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS VALUE OF
HELD AT DECEMBER 31, 1997(1) UNEXERCISED OPTIONS(2)
----------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Andrew C. Florance ......... 126,078 42,026 $ 700,000 $ 233,000
Frank A. Carchedi .......... -- 15,150 -- 75,000
David M. Schaffel .......... 8,081 4,040 45,000 23,000
Curtis M. Ricketts ......... 56,561 (3) 4,040 401,000 23,000
</TABLE>

- ----------
(1) Includes unit options of RIGLP which have been converted to stock options of
the Company at a rate of 3.03 shares of Common Stock per RIGLP unit.
(2) Calculated based on the amount by which the fair market value of the
underlying security exceeds the option exercise price. For purposes of this
calculation, the fair market value is assumed to be equal to the per share
price set forth on the front cover page of this Prospectus.
(3) In June 1998, Mr. Ricketts exercised 16,000 unit options of RIGLP
(equivalent to 48,480 shares of Common Stock).

EMPLOYEE BENEFIT PLANS

The Company's Board of Directors adopted the Stock Option Plan prior to
consummation of the Offering. Such plan was approved by the stockholders of the
Company at a specially called meeting in June 1998. The Company has reserved
1,450,000 shares of Common Stock for issuance under the Stock Option Plan and
approximately 350,000 options will be granted in connection with the Offering.
Unless terminated sooner by the Board of Directors, the Stock Option Plan will
terminate in 2006.

The Stock Option Plan is administered by the Compensation Committee of the
Board of Directors. The Committee has the authority and discretion, subject to
the provisions of the Stock Option Plan, to select persons to whom options will
be granted, to designate the number of shares to be covered by options, to
specify the type of consideration to be paid to the Company, and to establish
all other terms and conditions of each stock option.

The Stock Option Plan provides for the grant of stock options to officers
and employees of the Company or its subsidiaries. Options granted under the
Stock Option Plan may be incentive or non-qualified stock options. The exercise
price for a stock option may not be less than the fair market value of the
Company's Common Stock on the date of grant. Stock options granted under the
Stock Option Plan may not be transferred other than by will or by the laws of
descent and distribution. Upon the occurrence of a Change of Control, as defined
in the Stock Option Plan, all outstanding unexercisable options under the Stock
Option Plan immediately become exercisable.

<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the shares of the Company's equity as of March 31, 1998, as
adjusted to give effect to the consolidation of RIGINC and RIGLP into the
Company and the sale of shares of Common Stock in the Offering by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each director of the Company, (iii) each Named
Executive Officer and (iv) all of the Company's executive officers and directors
as a group. Except as indicated in the footnotes to the table, the Company
believes that the persons named in the table have sole voting and investment
power with respect to the shares of Common Stock indicated:

BEFORE OFFERING AFTER OFFERING(10)
----------------------- ------------------------
NAME NUMBER PERCENT NUMBER PERCENT
- ----------------------------------------------- ----------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Michael R. Klein(1) ........................... 2,123,385 36.6% 2,123,385 25.6%
Andrew C. Florance(2) ......................... 487,509 8.2% 487,509 5.8%
Frank A. Carchedi(3) .......................... 5,049 * 5,049 *
Curtis M. Ricketts(4) ......................... 56,560 * 56,560 *
David M. Schaffel(5) .......................... 38,380 * 38,380 *
David Bonderman ............................... 444,704 7.7% 444,704 5.4%
Warren Haber(6) ............................... 1,263,731 21.9% 1,263,731 15.3%
John Simon(7) ................................. 710,388 12.3% 159,225 1.9%
Lanning Macfarland III(8) ..................... 413,365 7.2% 413,365 5.0%
All Named Executive Officers and Directors as a
group (nine) ................................. 5,543,071 95.7% 5,016,404 60.8%
RIG Holdings, L.L.C.(9) ....................... 710,388 12.3% 0 *
Founders/RIG, L.L.C. .......................... 1,158,375 20.1% 1,158,375 14.0%
Law Bulletin Publishing Company ............... 410,335 7.2% 410,335 5.0%
</TABLE>

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

(1) Includes 14,496 shares held as trustee for his nieces and 14,496 shares
held by others as trustee for his children. Also includes warrants for the
purchase of 45,450 shares of Common Stock. See "Certain Transactions".

(2) Includes 168,104 shares of Common Stock issuable upon options exercisable
within 60 days.

(3) Includes 5,051 shares of Common Stock issuable upon options exercisable
within 60 days. Excludes 10,099 shares of Common Stock issuable upon
options not exercisable within 60 days.

(4) Includes 56,561 shares of Common Stock issuable upon options exercisable
within 60 days, of which 48,480 shares were exercised in June 1998.
Excludes 4,039 shares of Common Stock issuable upon options not exercisable
within 60 days.

(5) Includes 8,081 shares of Common Stock issuable upon options exercisable
within 60 days. Excludes 4,039 shares of Common Stock issuable upon options
not exercisable within 60 days.

(6) Includes 1,158,375 shares held by Mr. Haber and others as members of
Founders/RIG, L.L.C.

(7) Includes 710,388 shares held before the Offering by Allen, as
Member-Manager, and certain of its officers and affiliates, as members of
RIG Holdings, L.L.C. ("RH LLC"). Includes 146,977 shares held after the
Offering by Allen (of which Mr. Simon is a Managing Director) and certain of
its other officers and affiliates after the dissolution of RH LLC concurrent
with the consummation of the Offering; Mr. Simon disclaims personal
beneficial ownership of such shares. See "Certain Transactions."

(8) Includes 410,335 shares held by Law Bulletin Publishing Company.

(9) Concurrently with the consummation of the Offering, RH LLC will be
dissolved, and the shares of Common Stock beneficially owned by it will be
distributed to its members. At such time, Allen, currently the
Member-Manager of RH LLC and a Representative, together with certain of its
officers, will be the beneficial owner of approximately 159,225 shares of
the Company's Common Stock. See "Certain Transactions."

(10)Does not include options to be granted upon consummation of the Offering.
See "Management -- Employment Agreements," and "-- Option Grant."

<PAGE>

CERTAIN TRANSACTIONS

There have been no assets sold to or acquired from the Company and its
officers or directors other than in connection with: (i) the acquisition of the
Company's Chicago operations, (ii) routine compensation arrangements approved by
the Board of Directors, (iii) subscriptions for additional equity to fund the
Company's growth (iv) loans extended to the Company by certain of its
stockholders from time to time, and (v) the RIG Contribution Agreement.

Warren H. Haber is chairman and chief executive officer of Founders Equity,
Inc. ("Founders") and a director of the Company. On May 15, 1995, Founders/RIG,
LLC ("FR LLC"), an affiliate of Founders acquired 296,652 limited partnership
units of RIGLP for an aggregate purchase price of $3.1 million, or $10.45 per
unit (equivalent to 898,856 shares of Common Stock of the Company at an
effective price per share of $3.45). As part of the contractual arrangements
that accompanied Founders' investment, Mr. Haber became a director and the
Company agreed to register the securities FR LLC received for resale upon its
demand at a future date. On December 3, 1996, FR LLC and certain of its
affiliates acquired an additional 85,650.62 limited partnership units of RIGLP
for an aggregate purchase price of $1.06 million, or $12.37 per unit (equivalent
to 259,521 shares of Common Stock of the Company at an effective price per share
of $4.08). In addition, pursuant to the RIG Contribution Agreement, FR LLC's
registration rights were amended. See "Description of Capital Stock --
Registration Rights." FR LLC's right to designate a director of RIGINC will
terminate upon consummation of the Transaction.

At the time of the Founders' investment in RIGINC and RIGLP in May 1995,
those entities were indebted to Michael R. Klein, then and now the Chairman of
the Company and a 36.6% stockholder, for loans he had extended with a then
balance of $751,961. In connection with Founders' investment, $426,693 was
repaid and the remaining balance of $325,268 was converted into 31,126 units of
RIGLP (94,312 shares of Common Stock of the Company at an effective price per
share of $3.45, the same price at which FR LLC purchased its interest in that
transaction). In connection with that same transaction, the Company agreed to
pay monthly fees to Founders of $10,000 and to Mr. Klein of $6,667, both of
which terminated in May 1998. During 1997, Mr. Klein committed to extend up to
$1.0 million of credit to RIGINC, which in turn agreed to loan such amounts to
RIGLP to support a $1.0 million credit facility RIGLP secured with Silicon
Valley Bank ("SVB"), of which $650,000 has been extended and is outstanding. The
RIGINC loan to RIGLP is contractually subordinated, and Mr. Klein's loans to
RIGINC are structurally subordinated, to the SVB loan, interest on the balance
is payable to RIGINC and Mr. Klein at the same rate (2% over prime) as the SVB
loan and no principal may be repaid until the SVB loan is paid. Repayment of the
SVB loan and the RIGINC/Klein loan are contemplated uses of the proceeds of this
Offering. See "Use of Proceeds." As consideration for Mr. Klein's commitment, a
committee of three independent directors authorized the issuance to Mr. Klein of
warrants to purchase 15,000 units of RIGLP (effectively, 45,450 shares of the
Company's Common Stock) at a price 10% less than the price at which the shares
are being offered hereby, exercisable during the two years following the closing
of this Offering. The Company has paid fees to the law firm of which Mr. Klein
is a partner for legal services rendered; under the policies of his firm, Mr.
Klein is not the partner responsible for supervising or billing for those
services.

John Simon is a managing director of Allen and a director of the Company.
On December 3, 1996, RIG Holdings, LLC ("RH LLC"), acquired 234,451.42 limited
partnership units of RIGLP for an aggregate purchase price of $2.9 million, or
$12.37 per unit (equivalent to 710,388 shares of Common Stock of the Company at
an effective price per share of $4.08). RH LLC was granted the right to
designate one member of the board of directors of RIGINC as well as certain
registration rights in regards to the units it purchased. Pursuant to the RIG
Contribution Agreement, RH LLC's registration rights were amended. See
"Description of Capital Stock -- Registration Rights." Allen is the
Member-Manager of RH LLC and, together with certain of its officers and
affiliates, is the owner of approximately 26% of RH LLC; as Member-Manager,
Allen is currently entitled to exercise voting power over all of the limited
partnership units of RIGLP held by RH LLC. For these reasons, RH LLC may be
deemed to be an affiliate of Allen. RH LLC's (and its members') right to
designate a director of RIGINC will terminate upon consummation of the
Transaction, at which time RH LLC will be dissolved and its ownership interests
(and the registration rights connected therewith) will be distributed pro rata
to its members. At such time, Allen, together with certain of its officers and
affiliates, will be the beneficial owner of 183,721

<PAGE>

shares of the Company's Common Stock. Allen, as a Representative, will receive
certain underwriting discounts and commissions with respect to services rendered
on behalf of the Company with respect to the Offering. See "Underwriting." Prior
to making this investment, on November 5, 1996, Allen had loaned RIGLP $250,000,
bearing interest at a rate of 8.5% per year. This loan was paid off in
connection with RH LLC's investment.

Lanning Macfarland III is head of real estate publications at Law Bulletin
Publishing Company ("LBPC") and a director of the Company. On March 29, 1996,
RIGLP acquired all of the assets of ReSource from LBPC for 114,640.55 limited
partnership units of RIGLP valued nominally at $10.45 per unit (equivalent to
347,361 shares of Common Stock of the Company at an effective price per share of
$3.45). ReSource was a real estate information provider in the Chicago, Illinois
area. On December 3, 1996, LBPC and certain of its affiliates acquired an
additional 23,283.45 limited partnership units of RIGLP for an aggregate
purchase price of $288,000, or $12.37 per unit (equivalent to 70,548 shares of
Common Stock of the Company at an effective price per share of $4.08). In
addition, pursuant to the RIG Contribution Agreement, LBPC's registration rights
were amended. See "Description of Capital Stock -- Registration Rights." LBPC's
right to designate a director of RIGINC will terminate upon consummation of the
Transaction.

Effective as of March 5, 1998, all of the limited and general partners of
RIGLP and all of the stockholders of RIGINC entered into the RIG Contribution
Agreement. Pursuant to this agreement, each limited partner of RIGLP (other than
RIGINC) agreed to contribute all of its limited partnership units to the
Company, and all of the stockholders of RIGINC agreed to contribute all of their
shares of RIGINC to the Company, all in exchange for 3.03 shares of Common Stock
of the Company for each limited partnership unit or share of common stock.
Consummation of the RIG Contribution Agreement is contingent upon a number of
events, including completion of the Offering. All of the current officers and
directors of the Company who will own shares of Common Stock after the Offering
will exchange their units of RIGLP and their shares of RIGINC for Company Common
Stock pursuant to the RIG Contribution Agreement.

DESCRIPTION OF CAPITAL STOCK

Immediately following the closing of the Offering, the authorized capital
stock of the Company will consist of 30,000,000 shares of Common Stock, par
value $.01 per share, and 2,000,000 shares of Preferred Stock, par value $.01
per share.

COMMON STOCK

The Company is authorized to issue 30,000,000 shares of Common Stock. As of
May 31, 1998, the Company had no outstanding shares of Common Stock. Following
the consummation of the RIG Contribution Agreement, the Company expects to have
outstanding 5,802,497 shares of Common Stock held of record by a total of 38
holders (assuming dissolution of RH LLC concurrent with the Offering). Upon the
consummation of the Offering made hereby, there will be 8,302,497 shares of
Common Stock outstanding, after giving effect to the sale of the shares of
Common Stock offered hereby. Each stockholder of record is entitled to one vote
for each outstanding share of Common Stock owned by him on every matter properly
submitted to the stockholders for their vote. The holders of Common Stock are
entitled to receive ratably such dividends as are declared by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
have the right to a ratable portion of assets remaining after payment of
liabilities. Holders of Common Stock have neither preemptive rights nor rights
to convert their Common Stock into any other securities and are not subject to
future calls or assessments by the Company. There are no redemption or sinking
fund provisions applicable to the Common Stock. All outstanding shares of Common
Stock are, and the shares offered hereby upon issuance and sale will be, fully
paid and non-assessable.

PREFERRED STOCK

The Company is authorized to issue 2,000,000 shares of Preferred Stock in
one or more series. As of May 31, 1998, the Company had no outstanding shares of
Preferred Stock. The rights, preferences, privileges and restrictions, including
dividend rights, voting rights, terms of redemption, retirement,

<PAGE>

sinking fund provisions, liquidation preferences, conversion rights and exchange
rights, if any, of the Preferred Stock of each series will be fixed or
designated pursuant to Articles Supplementary adopted by the Board of Directors
or a duly authorized committee thereof.

REGISTRATION RIGHTS

The Company has granted certain registration rights to certain stockholders
of the Company who will own in the aggregate 2,509,747 shares of Common Stock
upon consummation of this Offering. Those holders have "piggyback" registration
rights to request that the Company register any of their shares in the event
that the Company proposes to register any of its securities under the Securities
Act (other than a registration effected solely to implement an employee benefit
plan or a transaction to which Rule 145 of the Securities and Exchange
Commission is applicable). However, if such piggyback rights are exercised in
connection with an underwritten public offering of the Company's Common Stock,
the managing underwriter of such an offering has the right to exclude or
otherwise limit the number of such shares to be included in such public
offering. Additionally, FR LLC and RH LLC and their successors share two
"demand" registration rights to require the Company to prepare and file a
registration statement so as to permit a public offering and sale of their
shares of Common Stock, provided that at least 20% of the shares covered by the
registration rights demand such registration. None of the demand registration
rights are exercisable until the date that is six months after the Offering.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

Section 203 of Delaware General Corporation Law. Section 203 of the
Delaware General Corporation Law ("DGCL") prohibits certain transactions between
a Delaware corporation and an "interested stockholder," which is defined as a
person who, together with any affiliates or associates of such person,
beneficially owns, directly or indirectly, 15% or more of the outstanding voting
shares of a Delaware corporation. This provision prohibits certain business
combinations (defined broadly to include mergers, consolidations, sales or other
dispositions of such assets having an aggregate value in excess of 10% of the
consolidated assets of the corporation, and certain transactions that would
increase the interested stockholder's proportionate share ownership in the
corporation) between an interested stockholder and a corporation for a period of
three years after the date the interested stockholder becomes an interested
stockholder, unless (i) the business combination is approved by the
corporation's board of directors prior to the date the interested stockholder
becomes an interested stockholder, (ii) the interested stockholder acquired at
least 85% of the voting stock of the corporation (other than stock held by
directors who are also officers or by certain employee stock plan) in the
transaction in which it becomes an interested stockholder or (iii) the business
combination is approved by a majority of the board of directors and by the
affirmative vote of 66 2/3% of the outstanding voting stock that is not owned by
the interested stockholder.

Certain Antitakeover Provisions. The Company's Certificate of Incorporation
contains provisions that may have the effect of discouraging a third party from
making an acquisition proposal for the Company. The Certificate of Incorporation
of the Company, among other things, (i) permits the Board of Directors, but not
the Company's stockholders, to fill vacancies and newly created directorships on
the Board of Directors and (ii) provides that any action required or permitted
to be taken by the stockholders of the Company must be effected at an annual or
special meeting of stockholders and not by any consent in writing by such
stockholders. Special meetings of stockholders may be called only by the Board
of Directors. Such provisions would make the removal of incumbent directors more
difficult and time-consuming and may have the effect of discouraging a tender
offer or other takeover attempt not previously approved by the Board of
Directors.

Indemnification and Limitation of Liability. The Company's Certificate of
Incorporation provides that the Company shall, subject to certain limitations,
indemnify its directors and officers against expenses (including attorneys'
fees, judgments, fines and certain settlements) actually and reasonably incurred
by them in connection with any suit or proceeding to which they are a party so
long as they acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to a
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful.

<PAGE>

Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty. DGCL Section 102 provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct, or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. The Company's Certificate of Incorporation includes a provision which
eliminates, to the fullest extent permitted, director liability for monetary
damages for breaches of fiduciary duty.

Preferred Stock. Upon the completion of the Offering, the Company will have
the authority to issue up to 2,000,000 shares of so-called "blank-check"
preferred stock which authorizes the Board of Directors to establish one or more
series of Preferred Stock and to fix and determine the relative rights,
preferences and limitations of each class or series of Preferred Stock with
voting and conversion rights which could adversely affect the voting power of
the holders of Common Stock and have the effect of delaying or preventing a
change of control of the Company. After the completion of the Offering, no
shares of Preferred Stock will be outstanding. The Company has no current
intention to issue any shares of Preferred Stock.

TRANSFER AGENT AND REGISTRAR

Upon consummation of the Offering, the transfer agent and registrar for the
Common Stock will be American Stock Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of the Offering, the Company will have 8,302,497
outstanding shares of Common Stock. Of these shares, the 2,500,000 shares of
Common Stock sold in this Offering will be freely tradable without restriction
or further registration under the Securities Act unless purchased by affiliates
of the Company (as defined under the Securities Act). 5,802,497 shares that will
be held by existing stockholders, representing approximately 70% of the total
number of shares of Common Stock to be outstanding upon the completion of this
Offering, may not be resold except pursuant to an effective registration
statement filed by the Company or an applicable exemption from registration,
including an exemption under Rule 144. In addition, certain holders of Common
Stock have agreed that they will not, without obtaining the prior written
approval of the Representatives (as defined in "Underwriting"), directly or
indirectly offer for sale, sell, transfer, encumber, contract to sell, grant any
option, right or warrant to purchase or otherwise dispose (or announce any
offer, sale, transfer, encumbrance, contract to sell, grant of an option to
purchase or other disposition) of any shares of Common Stock, or any securities,
subject to certain exceptions, convertible into, or exchangeable or exercisable
for, shares of Common Stock, for a lock-up period of 240 days after the
effective date of the Registration Statement of which this Prospectus forms a
part. See "Underwriting."

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company (as defined
in Rule 144, an "Affiliate"), who has beneficially owned "restricted securities"
(as that term is defined in Rule 144) for a period of at least one year from the
later of the date such restricted securities were acquired from the Company or
the date they were acquired from an Affiliate, is entitled to sell, within any
three-month period, a number of such securities that does not exceed the greater
of (i) 1% of the then outstanding shares of the Company's Common Stock
(approximately 83,000 shares immediately after the Offering) or (ii) the average
weekly trading volume in the Company's Common Stock during the four calendar
weeks preceding the filing of notice of such sale. Sales under Rule 144 are also
subject to certain restrictions on the manner of sale, notice requirements, and
the availability of current public information about the Company. Under Rule
144(k), a person who is not deemed to have been an Affiliate of the Company at
any time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years (including the holding period
of any prior owner except an affiliate), is entitled to sell such shares

<PAGE>

without complying with the manner of sale, notice, public information, or volume
limitation provisions of Rule 144; therefore, unless otherwise restricted,
"144(k) shares" may be sold immediately upon the completion of the Offering,
subject to the lock-up periods described in the preceding paragraph.

Under Rule 701 under the Securities Act, certain shares issued pursuant to
employee benefit plans or arrangements in effect prior to this Offering are
eligible for resale 90 days after the Company becomes a reporting company under
the Exchange Act and may be sold by persons other than Affiliates subject only
to the manner of sale provisions of Rule 144 and by Affiliates without
compliance with the holding period requirements of Rule 144.

As soon as practicable following the expiration of the lock-up periods
described above, the Company intends to file a registration statement or
statements on Form S-8 under the Securities Act to register the shares of Common
Stock issuable pursuant to the Stock Option Plan. As of March 31, 1998, options
for units of RIGLP and shares of RIGINC were outstanding that, when converted to
options for shares of Common Stock under the Stock Option Plan, will result in
options to purchase approximately 398,384 shares, of which options to purchase
249,299 shares will be exercisable. Shares issued upon the exercise of the
options generally will be eligible for sale in the public market after the
effective date of such registration, subject, in certain cases, to the lock-up
agreements described herein and volume and other restrictions.

Prior to the Offering, there has been no public market for the Common
Stock. No predictions can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price of
the Common Stock prevailing from time to time. The Company is unable to estimate
the number of shares that may be sold in the public market pursuant to Rule 144,
since this will depend on the market price of the Common Stock, the specific
circumstances of the sellers and other factors. Nevertheless, sales of
significant amounts of the Common Stock of the Company in the public market
could adversely affect the market price of the Company's Common Stock.

After the completion of the Offering, certain persons will be entitled to
certain rights with respect to registration under the Securities Act of
approximately 2,509,747 shares of Common Stock.

<PAGE>

UNDERWRITING

The Underwriters named below (the "Underwriters"), through their
representatives, Allen & Company Incorporated and Needham & Company, Inc. (the
"Representatives"), have severally agreed, subject to the terms and conditions
of the Underwriting Agreement, to purchase from the Company the number of shares
of Common Stock set forth opposite their names below. The Underwriters are
committed to purchase and pay for all such shares if any are purchased.

NAME OF UNDERWRITER NUMBER OF SHARES
- -------------------------------------------------------------- -----------------
<S> <C>
Allen & Company Incorporated ................................. 787,500
Needham & Company, Inc. ...................................... 787,500
Bear, Stearns & Co. Inc. ..................................... 50,000
CIBC Oppenheimer Corp. ....................................... 50,000
Cowen & Company .............................................. 50,000
Credit Lyonnais Securities (USA) Inc. ........................ 50,000
Donaldson, Lufkin & Jenrette Securities Corporation .......... 50,000
A.G. Edwards & Sons, Inc. .................................... 50,000
Hambrecht & Quist LLC ........................................ 50,000
Lazard Freres & Co. LLC ...................................... 50,000
Advest, Inc. ................................................. 25,000
Barington Capital Group, L.P. ................................ 25,000
Burnham Securities Inc. ...................................... 25,000
Chatsworth Securities, Llc ................................... 25,000
Corinthian Partners .......................................... 25,000
Crowell, Weedon & Co. ........................................ 25,000
EVEREN Securities, Inc. ...................................... 25,000
Ferris, Baker Watts, Inc. .................................... 25,000
Gruntal & Co., L.L.C. ........................................ 25,000
GS2 Securities, Inc. ......................................... 25,000
Ladenburg Thalmann & Co. Inc. ................................ 25,000
Legg Mason Wood Walker, Incorporated ......................... 25,000
McDonald & Company Securities, Inc. .......................... 25,000
Oscar Gruss & Son Incorporated ............................... 25,000
Prime Charter Ltd. ........................................... 25,000
Ragen Mackenzie Incorporated ................................. 25,000
Scott & Stringfellow, Inc. ................................... 25,000
J.E. Sheehan & Co., Inc. ..................................... 25,000
Stephens Inc. ................................................ 25,000
H.C. Wainwright & Co., Inc. .................................. 25,000
Wit Capital Corporation ...................................... 25,000
Total ....................................................... 2,500,000
=========

</TABLE>

The Representatives have advised the Company that the Underwriters propose
to offer the shares to the public at the offering price set forth on the cover
page of this Prospectus and that the Underwriters may allow certain dealers who
are members of the National Association of Securities Dealers, Inc. (the "NASD")
concessions of not in excess of $0.38 per share of Common Stock, of which not in
excess of $0.10 may be reallowed to other dealers who are members of the NASD.
After the commencement of the Offering, the public offering price, concession
and reallowance to dealers may be reduced by the Representatives. No such
reduction shall change the amount of proceeds to be received by the Company as
set forth on the cover page of this Prospectus.

In connection with the Offering and after the Offering, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over allot the
Offering, creating a syndicate short position. In addition, the Underwriters may
bid for and purchase shares of Common Stock in the open market to stabilize the
price of the

<PAGE>

Common Stock. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock above independent market levels. The
Underwriters are not required to engage in these activities and may end these
activities at any time.

The Company has granted to the Underwriters the Over-Allotment Option,
exercisable during the 45-day period after the closing date of the Offering, to
purchase up to an aggregate of 375,000 additional shares of Common Stock at the
initial public offering price, less underwriting discounts and commissions. The
Underwriters may exercise such option only for the purpose of covering
over-allotments made in connection with the sale of the Common Stock offered
hereby.

As is customary for such arrangements, the Company has agreed to indemnify
the Underwriters and each person who controls any Underwriter against certain
liabilities in connection with the Registration Statement, such as liabilities
under the Securities Act, including for material misstatements or omissions in
the Registration Statement. In addition, the Underwriters have agreed to
indemnify the Company for such liabilities arising from material misstatements
or omissions in connection with disclosure for which the Underwriters are
responsible. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the Underwriters, the Underwriters have been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

The Company has agreed to reimburse the Representatives their out-of-pocket
expenses incurred in connection with the Offering, which are estimated to be
$150,000.

The foregoing discussion of the material terms and provisions of the
Underwriting Agreement is qualified in its entirety by reference to the detailed
provisions of the Underwriting Agreement, the form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.

The Company, certain of its officers and directors who own shares of Common
Stock and certain other stockholders and option holders of the Company have
executed agreements pursuant to which they have agreed not to offer, pledge,
sell, contract to sell, grant any option for the sale of or otherwise dispose of
any of the Company's securities held by them for a period of 240 days from the
effective date of the Offering, without the prior written consent of Allen,
subject to certain exceptions. See "Shares Eligible for Future Sale."

The Representatives have advised the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.

Allen is the Manager-Member of RH LLC and, together with certain of its
officers and affiliates, owns approximately 26% of RH LLC, which beneficially
owns an aggregate of 234,451 units of RIGLP (effectively 710,388 shares of
Common Stock of the Company). RH LLC will be dissolved concurrently with the
consummation of the Offering. See "Certain Transactions" and "Principal
Stockholders." John Simon, a managing director of Allen, may be deemed to be a
beneficial owner of shares of Common Stock held by RH LLC or Allen and serves as
a director of the Company.

Consistent with the rules of the NASD, of which Allen is a member, the
Company may be deemed to be an affiliate of Allen, inasmuch as RH LLC (which
will be dissolved in connection with the Offering) is the beneficial owner of
more than 10% of the Company's Common Stock. The Offering is therefore being
made in conformity with the applicable provisions of such rules, including Rule
2720 of the NASD Conduct Rules. Accordingly, the price of the Shares being
offered hereby is no higher than that recommended by Needham as "qualified
independent underwriter" as defined in the applicable provisions of the rules of
the NASD; in connection with serving in such a capacity, Needham is assuming the
responsibilities of acting as qualified independent underwriter in pricing the
Offering and in exercising the usual standards of due diligence with respect
thereto. As compensation for serving as a Representative, Needham will receive
underwriting discounts and commissions as set forth on the front cover page of
the Prospectus; Needham will not receive any additional compensation for serving
as qualified independent underwriter.

Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price of the shares of Common
Stock offered and sold in the Offering will be determined by negotiation among
the Company and the Representatives and will not necessarily bear

<PAGE>

any relationship to the Company's book value, assets, past operating results,
financial condition, or other established criteria of value. Factors to be
considered in determining such price include the nature of the Company's
business, its history and present state of development, an assessment of the
Company's recent financial results and current financial condition, future
prospects of the Company, the qualifications of the Company's management, the
general condition of the securities markets at the time of the Offering, and
other relevant factors.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Wilmer, Cutler & Pickering, Washington, D.C. Mr. Klein is the
Chairman of the Board of Directors of the Company and is a partner of Wilmer,
Cutler & Pickering. After the Offering, Mr. Klein and members of his immediate
family will beneficially own approximately 25.6% of the Common Stock of the
Company. See "Management," "Principal Stockholders" and "Certain Transactions."
Certain legal matters in connection with the Offering will be passed upon for
the Underwriters by Werbel & Carnelutti, a Professional Corporation, New York,
New York.

EXPERTS

The consolidated financial statements of RIGLP at December 31, 1996 and
1997 and for each of the three years in the period ended December 31, 1997; the
financial statements of RIGINC at December 31, 1996 and 1997 and for each of the
three years in the period ended December 31, 1997; and the balance sheet of the
Company at February 28, 1998, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, 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.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission ("SEC"),
Washington, D.C. 20549, a Registration Statement on Form S-1, including
amendments thereto, under the Securities Act of 1933 with respect to shares of
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the SEC. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to such Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents of any contract or other documents referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being deemed to be qualified in its entirety by such reference. The
Registration Statement, including all exhibits and schedules thereto, may be
inspected without charge at the principal office of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and at Seven World Trade Center, Suite 1300, New York, New York
10048, and copies of all or any part thereof may be obtained from such offices
upon the payment of the prescribed fees. In addition, electronically filed
documents, including reports, proxy and information statements and other
information regarding the Company, can be obtained from the SEC's web site at:
http://www.sec.gov.

As of the effective date of the Registration Statement, the Company will
become subject to the reporting requirements of the Exchange Act and, in
accordance therewith, will file reports, proxy statements and other information
with the Commission. The Company intends to furnish its stockholders with annual
reports containing financial statements audited by independent accountants and
other periodic reports as the Company may deem appropriate or as may be required
by law.

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by its independent certified public
accountants and quarterly reports containing unaudited financial statements for
the first three quarters of each fiscal year.

<PAGE>

REALTY INFORMATION GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

PAGE
-----
<S> <C>
REALTY INFORMATION GROUP, INC. UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements .... F-2
Unaudited Pro Forma Condensed Combined Statement of Operations ................. F-3
Unaudited Pro Forma Condensed Combined Balance Sheet ........................... F-4
Notes to Unaudited Pro Forma Condensed Combined Financial Statements ........... F-5

REALTY INFORMATION GROUP, INC.
Report of Independent Auditors ................................................. F-7
Balance Sheet .................................................................. F-8
Notes to Balance Sheet ......................................................... F-9

REALTY INFORMATION GROUP, L.P.
Report of Independent Auditors ................................................. F-10
Consolidated Statements of Operations .......................................... F-11
Consolidated Balance Sheets .................................................... F-12
Consolidated Statements of Partners' Capital ................................... F-13
Consolidated Statements of Cash Flows .......................................... F-14
Notes to Consolidated Financial Statements ..................................... F-15

OLD RIG, INC.
Report of Independent Auditors ................................................. F-22
Consolidated Statements of Operations .......................................... F-23
Consolidated Balance Sheets .................................................... F-24
Consolidated Statements of Stockholders' Deficit ............................... F-25
Consolidated Statements of Cash Flows .......................................... F-26
Notes to Consolidated Financial Statements ..................................... F-27

</TABLE>

F-1

<PAGE>

REALTY INFORMATION GROUP, INC.

INTRODUCTION TO UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements
give effect to (i) the contribution to Realty Information Group, Inc. (the
"Company") by the holders of units of Realty Information Group, L.P. ("RIGLP")
and the stockholders of OLD RIG, Inc. ("RIGINC") of all of the units of RIGLP
(other than units held by RIGINC) and the capital stock of RIGINC in return for
certain shares of Common Stock of the Company, and (ii) the Company's planned
initial public offering of 2,500,000 shares of Common Stock.

The unaudited pro forma condensed combined balance sheet gives effect to
the formation of the Company as if it had occurred on March 31, 1998. The
unaudited pro forma condensed combined statement of operations gives effect to
the transactions as if they had occurred on January 1, 1997.

Unless otherwise specified, the information in the unaudited pro forma
condensed combined financial statements (a) assumes that the Underwriters'
Over-Allotment Option is not exercised, (b) gives effect to the contribution to
the Company of all of the outstanding equity interests in its predecessors in
exchange for the Company's shares at a rate of 3.03 shares of Company Common
Stock for each unit of RIGLP and share of RIGINC.

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 necessarily represent what the
Company's financial position or results of operations would actually have been
if such transactions in fact had occurred on those dates or the results of
operations for any future period. The unaudited pro forma combined financial
statements should be read in conjunction with Management's Discussion and
Analysis and the other financial statements and notes thereto included elsewhere
in this Prospectus.

F-2

<PAGE>

REALTY INFORMATION GROUP, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------------
REALTY PRO FORMA
INFORMATION ADJUSTMENTS PRO FORMA
GROUP, INC. RIGINC (SEE NOTE 3) COMBINED
------------- --------------- --------------------- ---------------
<S> <C> <C> <C> <C>
Revenues ....................................... -- $ 7,899,940 -- $ 7,899,940
Cost of revenues ............................... -- 3,412,593 $ -- 3,412,593
------------- ------------ -------------- ------------
Gross margin .................................. -- 4,487,347 -- 4,487,347

Operating expenses ............................. -- 7,786,430 -- 7,786,430
------------- ------------ -------------- ------------
Income (loss) from operations ................. -- (3,299,083) -- (3,299,083)

Other income (expense) ......................... -- 33,537 (24,000)(a) 9,537
Minority interest-net loss allocated to limited
partners of RIGLP ............................. -- 1,473,252 (1,473,252)(b) --
------------- ------------ -------------- ------------
Net income (loss) ............................. -- $ (1,792,294) $ (1,497,252) $ (3,289,546)
============= ============ ============== ============

Basic earnings (loss) per share ................ $ (.57)
============
Weighted average shares outstanding ............ 5,754,017
============

THREE MONTHS ENDED MARCH 31, 1998
-------------------------------------------------------------
REALTY PRO FORMA
INFORMATION ADJUSTMENTS PRO FORMA
GROUP, INC. RIGINC (SEE NOTE 3) COMBINED
------------- ------------- ------------------- -------------
<S> <C> <C> <C> <C>
Revenues ....................................... $2,839,023 $ $2,839,023
Cost of revenues ............................... -- 904,328 904,328
-- ---------- ------------ ----------
Gross margin .................................. -- 1,934,695 1,934,695

Operating expenses ............................. -- 2,280,678 2,280,678
-- ---------- ------------ ----------
Income (loss) from operations ................. -- (345,983) (345,983)

Other income (expense) ......................... -- (38,135) 43,550 (a) 5,415
Minority interest-net loss allocated to limited
partners of RIGLP ............................. -- 172,853 (172,853)(b) --
-- ---------- ------------ ----------
Net income (loss) ............................. -- $ (211,265) $ (129,303) $ (340,568)
== ========== ============ ==========

Basic earnings (loss) per share ................ $ (.06)
==========
Weighted average shares outstanding ............ 5,754,017
==========
</TABLE>

See accompanying notes.

F-3

<PAGE>

REALTY INFORMATION GROUP, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 1998

REALTY PRO FORMA
INFORMATION ADJUSTMENTS
GROUP, INC. RIGINC (SEE NOTE 3)
------------- --------------- ---------------------
<S> <C> <C> <C>

ASSETS

Cash and cash equivalents .............................. -- $ 865,654 $ --
Accounts receivable, net ............................... -- 1,462,271 --
Prepaid expenses and other current assets .............. -- 540,443 --
-- ------------- --------------
Total current assets ................................. -- 2,868,368

Property and equipment, net ............................ -- 1,338,980 --
Capitalized product development costs, net ............. -- 1,244,387 --
Other assets, net ...................................... -- 1,771,257 --
Deposits ............................................... -- 91,469 --
------------- --------------
Total assets ......................................... -- $ 7,314,461 --
== ============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses .................. -- $ 1,481,404 $ --
Deferred revenue ....................................... -- 1,645,545 --
Line of credit ......................................... -- 1,000,000 --
Subordinated debt to stockholder ....................... -- 650,000
------------- --------------
Total current liabilities ............................ -- 4,776,949
Minority interest -- RIGLP limited partners' equity..... -- 6,368,884 (6,368,884)(c)
Stockholders' equity ................................... -- (3,831,372) 6,368,884 (c)
-- ------------- --------------
Total liabilities and stockholders' equity ........... -- $ 7,314,461 $ --
== ============= ==============

PRO FORMA
OFFERING PRO FORMA
PRO FORMA ADJUSTMENTS AS
COMBINED (SEE NOTE 3) ADJUSTED
-------------- ---------------------- --------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents .............................. $ 865,654 $ 18,175,000 (d) $19,040,654
Accounts receivable, net ............................... 1,462,271 1,462,271
Prepaid expenses and other current assets .............. 540,443 -- 540,443
----------- -------------- -----------
Total current assets ................................. 2,868,368 18,175,000 21,043,368

Property and equipment, net ............................ 1,338,980 -- 1,338,980
Capitalized product development costs, net ............. 1,244,387 -- 1,244,387
Other assets, net ...................................... 1,771,257 -- 1,771,257
Deposits ............................................... 91,469 -- 91,469
----------- -------------- -----------
Total assets ......................................... $ 7,314,461 $ 18,175,000 $25,489,461
=========== ============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses .................. $ 1,481,404 $ -- $ 1,481,404
Deferred revenue ....................................... 1,645,545 -- 1,645,545
Line of credit ......................................... 1,000,000 (1,000,000) --
Subordinated debt to stockholder ....................... 650,000 (650,000) --
----------- -------------- -----------
Total current liabilities ............................ 4,776,949 (1,650,000) (d) 3,126,949
Minority interest -- RIGLP limited partners' equity..... -- -- --
Stockholders' equity ................................... 2,537,512 19,825,000 (d) 22,362,512
----------- -------------- -----------
Total liabilities and stockholders' equity ........... $ 7,314,461 $ 18,175,000 $25,489,461
=========== ============== ===========

</TABLE>

See accompanying notes.

F-4

<PAGE>

REALTY INFORMATION GROUP, INC.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS

1. GENERAL

The Company was formed in February 1998 to succeed its predecessors, RIGLP
and RIGINC in connection with an initial public offering of its common stock.
The predecessors, RIGLP and RIGINC, will be combined on a historical cost basis
with the Company as an exchange of interests of entities under common control.

The Company will consummate a series of related transactions in connection
with the Offering. Pursuant to a Contribution Agreement effective March 5, 1998
(the "RIG Contribution Agreement"), RIGLP and RIGINC will be consolidated with
the Company. Limited partners of RIGLP (other than RIGINC) and all of the
stockholders of RIGINC will receive 3.03 shares of the Common Stock of the
Company per each limited partnership unit or share of common stock exchanged.
See "Certain Transactions." As a result, the Company will own (directly or
indirectly) all of the capital stock of RIGINC and all of the equity of RIGLP.

The historical financial statements included in the unaudited pro forma
condensed combined balance sheet and statement of operations were derived from
the separate financial statements of the Company and RIGINC (including its
consolidated subsidiary, RIGLP) as of December 31, 1997 and March 31, 1998 and
for the year and the three months then ended. The related audited and unaudited
historical financial statements are included elsewhere herein and should be read
in conjunction with these pro forma condensed combined financial statements.

2. PRO FORMA ADUSTMENTS

The pro forma adjustments reflect the consolidation of the Company and its
predecessors. The offering adjustments reflect the issuance of common stock of
the Company and the net proceeds from the initial public offering. The

adjustments are as follows:

Pro forma condensed combined statement of operations:

(a) A charge of $50,000 for financing costs is recorded to recognize
45,450 warrants issued in connection with the subordinated debt of
the Company. Such warrants are exercisable at $8.10. The fair value
of each warrant is estimated on the date of grant using the Minimum
Value option-pricing model with the following weighted-average
assumptions: dividend yield of 0%; risk-free interest rate of
approximately 6.0%; and expected life of 1 year. This charge is
offset by the net reduction of $26,000 in interest expense of RIGLP
due to the planned repayment of debt from offering proceeds. This
results in a net charge of $24,000 for the year ended December 31,
1997. The reduction in interest expense for the three months ended
March 31, 1998 is $43,550.

(b) Minority interest-net loss allocated to limited partners of RIGLP
recorded in the accounts of RIGINC is eliminated.

Pro forma condensed combined balance sheet:

F-5

<PAGE>

REALTY INFORMATION GROUP, INC.

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS- (CONTINUED )

Offering adjustment:

(d) The proceeds of the initial public offering amounting to
approximately $19,825,000, net of expenses of the offering estimated
at $1,100,000, are used initially to eliminate debts of RIGLP and
RIGINC including the line of credit and subordinated debt to a
partner of RIGLP. The total elimination of debt is estimated at
$1,650,000 resulting in an increase in cash of the Company from the
Offering, after repayment of debt, of $18,175,000.

4. WEIGHTED AVERAGE SHARES OUTSTANDING

Includes 1,899,015 shares or units of the Company's predecessors
converted at a rate of 3.03 shares per share of RIGINC or unit of
RIGLP as if such shares were outstanding for the entire period.
Stock options and warrants outstanding have been excluded from the
calculation because their effect is anti-dilutive.

F-6

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Realty Information Group, Inc.

We have audited the accompanying balance sheet of Realty Information Group,
Inc. as of February 28, 1998. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 statement referred to above presents fairly,
in all material respects, the financial position of Realty Information Group,
Inc. at February 28, 1998, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Washington, D.C.
March 12, 1998

F-7

<PAGE>

REALTY INFORMATION GROUP, INC.

BALANCE SHEET

FEBRUARY 28, MARCH 31,
1998 1998
-------------- ------------
(UNAUDITED)

<S> <C> <C>
Stockholders' equity:
Preferred stock, $.01 par value, 2,000,000 shares autho-
rized, none issued ................................... $ -- $ --
Common stock, $.01 par value, 30,000,000 shares autho-
rized, no shares issued and outstanding .............. -- --
---- ----
Additional paid-in capital ............................. -- --
---- ----
Total stockholders' equity .............................. $ -- $ --
==== ====

</TABLE>

See accompanying notes.

F-8

<PAGE>

REALTY INFORMATION GROUP, INC.
NOTES TO BALANCE SHEET

1. ORGANIZATION

Realty Information Group, Inc. (the "Company") was formed in February 1998
to succeed its predecessors, Realty Information Group, L.P. ("RIGLP") and OLD
RIG, Inc. ("RIGINC") in connection with an initial public offering of its
common stock. The Company has not commenced operations, and all activities to
date have related to its organization and the initial public offering. The
Company is dependent upon the initial public offering to succeed its
predecessor companies. Therefore, there is no assurance that the transactions
will be completed.

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 at the
date of the financial statements and the associated amounts of revenues and
expenses during the reporting period. Actual results could differ from the
estimates.

Unaudited Balance Sheet

The balance sheet as of March 31, 1998 is unaudited. In the opinion of
management, such balance sheet reflects all adjustments necessary for a fair
presentation.

3. PLANNED TRANSACTIONS

The Company has entered into the Agreement and Plan of Contribution with
RIGINC and RIGLP, (the "Agreement"), in which the various entities will
contribute their stock or partnership units to the Company in exchange for a
distribution of the common stock of the Company contingent upon the closing of
the initial public offering. Pursuant to the Agreement, the Company intends to
undertake an initial public offering of its common stock. In March, 1998, the
Company filed a registration statement on Form S-1 for the initial public
offering of its common stock. The offering costs will be netted against the
proceeds of the offering.

F-9

<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Partners of
Realty Information Group, L.P.

We have audited the accompanying consolidated balance sheets of Realty
Information Group, L.P. as of December 31, 1996 and 1997, and the related
consolidated statements of operations, partners' capital and cash flows for the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Realty
Information Group, L.P. 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.

/s/ Ernst & Young LLP

Washington, D.C.
February 10, 1998

F-10

<PAGE>

REALTY INFORMATION GROUP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------------- -----------------------------
1995 1996 1997 1997 1998
--------------- ---------------- ---------------- ------------- -------------
(UNAUDITED)

<S> <C> <C> <C> <C> <C>
Revenues ........................... $2,061,526 $ 4,335,966 $ 7,899,940 $1,555,473 $2,839,023
Cost of revenues ................... 930,570 2,188,136 3,412,593 717,398 904,328
---------- ----------- ----------- ---------- ----------
Gross margin ....................... 1,130,956 2,147,830 4,487,347 838,075 1,934,695
Operating expenses:
Selling and marketing ............. 566,548 2,711,823 4,373,914 862,658 1,264,454
Software development .............. 247,800 254,177 395,077 103,062 117,688
General and administrative ........ 1,180,090 1,863,236 3,017,439 672,068 898,536
---------- ----------- ----------- ---------- ----------
Total operating expenses ........... 1,994,438 4,829,236 7,786,430 1,637,788 2,280,678
---------- ----------- ----------- ---------- ----------
Loss from operations ............... (863,482) (2,681,406) (3,299,083) (799,713) (345,983)
Other income (expense):
Interest expense ................... (25,950) (2,323) (26,421) -- (43,550)
Interest income .................... 70,849 29,642 48,743 24,667 5,415
Other income ....................... 34,319 21,858 11,215 6,402 --
---------- ----------- ----------- ---------- ----------
Net loss ........................... $ (784,264) $(2,632,229) $(3,265,546) $(768,644) $(384,118)
========== =========== =========== ========== ==========
Net loss allocated to general part-
ners ............................ $ (636,096) $(1,766,764) $(1,792,294) $(418,806) $(211,265)
Net loss allocated to limited part-
ners ............................ $ (148,168) $ (865,465) $(1,473,252) $(349,838) $(172,853)
---------- ----------- ----------- ---------- ----------
Pro forma loss per share:
Net loss .......................... $ (784,264) (2,632,229) $(3,265,546) $(768,644) $(384,118)
========== =========== =========== ========== ==========
Loss per share .................... $ (.30) $ (.60) $ (.57) $ (.14) $ (.07)
========== =========== =========== ========== ==========
Weighted average common shares..... 2,595,725 4,387,590 5,722,432 5,659,872 5,754,017
========== =========== =========== ========== ==========

</TABLE>

See accompanying notes.

F-11

<PAGE>

REALTY INFORMATION GROUP, L.P.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
----------------------------- MARCH 31,
1996 1997 1998
------------- ------------- --------------
(UNAUDITED)
<S> <C> <C> <C>

ASSETS
Current assets:
Cash and cash equivalents ............................. $3,326,367 $1,068,835 $ 865,654
Accounts receivable, less allowance for doubtful ac-
counts of $90,000, $151,000 and $219,000 as of De-

cember 31, 1996 and 1997 and March 31, 1998 ......... 865,535 1,021,345 1,462,271
Prepaid expenses and other current assets ............. 56,439 26,601 540,443
---------- ---------- ----------
Total current assets ................................... 4,248,341 2,116,781 2,868,368
Property and equipment:
Leasehold improvements ................................ 84,950 111,623 114,043
Furniture and equipment ............................... 503,067 623,417 693,594
Computer hardware and software ........................ 991,117 1,366,687 1,424,238
---------- ---------- ----------
1,579,134 2,101,727 2,231,875
Accumulated depreciation ............................... (446,430) (799,763) (892,895)
---------- ---------- ----------
1,132,704 1,301,964 1,338,980
Capitalized product development costs, net of ac-
cumulated amortization of $256,000, 514,000 and
$626,000 as of December 31, 1996 and 1997 and
March 31, 1998 ........................................ 919,749 1,261,974 1,244,387
Other assets (Note 4) .................................. 1,271,258 1,796,356 1,771,257
Deposits ............................................... 97,819 104,510 91,469
---------- ---------- ----------
Total assets ........................................... $7,669,871 $6,581,585 $7,314,461
========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Acounts payable ...................................... $ 405,939 $ 355,416 536,082
Accrued wages and commissions ......................... 348,644 368,667 534,996
Accrued expenses ...................................... 276,398 387,428 410,326
Deferred revenue ...................................... 969,243 902,575 1,645,545
Line of credit ........................................ -- 1,000,000 1,000,000
Subordinated debt to partner .......................... -- 650,000 650,000
---------- ---------- ----------
Total current liabilities .............................. 2,000,224 3,664,086 4,776,949
Redeemable limited partners' capital ................... 200,000 200,000 200,000
Partners' capital ...................................... 5,469,647 2,717,499 2,337,512
---------- ---------- ----------
Total liabilities and partners' capital ................ $7,669,871 $6,581,585 $7,314,461
========== ========== ==========
</TABLE>

See accompanying notes.

F-12

<PAGE>

REALTY INFORMATION GROUP, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

GENERAL LIMITED TOTAL
PARTNERS' PARTNERS' PARTNERS'
EQUITY EQUITY EQUITY
---------------- --------------- ---------------
<S> <C> <C> <C>
Balance at December 31, 1994 ............................... $ (430,216) $ 196,066 $ (234,150)
Capital contributions (net of fees of $79,845)............. -- 3,345,155 3,345,155
Net loss .................................................. (636,096) (148,168) (784,264)
------------ ------------ ------------
Balance at December 31, 1995 ............................... (1,066,312) 3,393,053 2,326,741
Capital contributions (net of fees of $271,624)............ 705,263 4,115,543 4,820,806
Partnership units issued for acquisition .................. -- 1,200,000 1,200,000
Note receivable from limited partner ...................... -- (45,671) (45,671)
Net loss .................................................. (1,766,764) (865,465) (2,632,229)
------------ ------------ ------------
Balance at December 31, 1996 ............................... (2,127,813) 7,797,460 5,669,647
Non cash compensation ..................................... 300,000 -- 300,000
Partnership units issued for acquisition .................. -- 205,940 205,940
Reduction of note receivable from limited partner ......... -- 7,458 7,458
Net loss .................................................. (1,792,294) (1,473,252) (3,265,546)
------------ ------------ ------------
Balance at December 31, 1997 ............................... (3,620,107) 6,537,606 2,917,499
------------ ------------ ------------
Reduction of note receivable from limited partner ......... -- 4,131 4,131
Net loss .................................................. (211,265) (172,853) (384,118)
------------ ------------ ------------
Balance at March 31, 1998 (unaudited) ...................... $ (3,831,372) $ 6,368,884 $ 2,537,512
============ ============ ============
</TABLE>

See accompanying notes.

F-13

<PAGE>

REALTY INFORMATION GROUP, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-------------------------------------------------
1995 1996 1997
--------------- ---------------- ----------------
<S> <C> <C> <C>
Operating activities:
Net loss ......................................... $ (784,264) $ (2,632,229) $ (3,265,546)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation ................................... 107,090 212,030 353,333
Amortization ................................... 92,207 266,986 487,144
Loss on sale of property and equipment ......... 8,302 -- --
Provision for losses on accounts receivable..... 23,000 30,000 61,343
Non cash compensation charges .................. -- -- 157,459
Changes in operating assets and liabilities:
Accounts receivable .......................... (112,162) (470,117) (217,153)
Prepaid expenses and other current as-
sets ........................................ (25,018) (22,942) 29,838
Deposits ..................................... (38,186) (33,152) (6,691)
Accounts payable and accrued expenses 175,893 667,649 230,530
Deferred revenue ............................. 99,609 157,410 (66,668)
------------ ------------ ------------
Net cash provided by (used in) operating ac-
tivities ....................................... (453,529) (1,824,365) (2,236,411)
Investing activities:
Net purchases of property and equipment .......... (635,965) (631,385) (522,592)
Capitalization of product development costs ...... (432,683) (347,065) (600,670)
Acquisitions (net of acquired cash) .............. -- 25,924 (547,859)
------------ ------------ ------------
Net cash used in investing activities ............ (1,068,648) (952,526) (1,671,121)
Financing activities:
Payments on related party note and accrued
interest ....................................... (627,150) -- --
Proceeds from line of credit ..................... -- -- 1,000,000
Proceeds from subordinated debt to partner ....... -- -- 650,000
Net proceeds from capital contributions .......... 3,345,155 4,775,135 --
------------ ------------ ------------
Net cash provided by financing activities ........ 2,718,005 4,775,135 1,650,000
Net increase (decrease) in cash and cash equiv-
alents ......................................... 1,195,828 1,998,244 (2,257,532)
Cash and cash equivalents at beginning of pe-
riod ........................................... 132,295 1,328,123 3,326,367
------------ ------------ ------------
Cash and cash equivalents at end of period ....... $ 1,328,123 $ 3,326,367 $ 1,068,835
============ ============ ============
</TABLE>

<PAGE>

THREE MONTHS ENDED
AT MARCH 31,
------------------------------
1997 1998
--------------- --------------
(UNAUDITED)
<S> <C> <C>
Operating activities:

Net loss ......................................... $ (768,644) $ (384,118)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation ................................... 80,966 93,132
Amortization ................................... 99,772 137,305
Loss on sale of property and equipment ......... -- --
Provision for losses on accounts receivable..... 12,206 46,935
Non cash compensation charges .................. 2,193 4,131
Changes in operating assets and liabilities:
Accounts receivable .......................... 112,670 (487,861)
Prepaid expenses and other current as-
sets ........................................ (2,057) (513,842)
Deposits ..................................... (4,589) 13,041
Accounts payable and accrued expenses 299,427 369,893
Deferred revenue ............................. (59,230) 742,970
------------- ----------
Net cash provided by (used in) operating ac-
tivities ....................................... (227,286) 21,586
Investing activities:
Net purchases of property and equipment .......... (249,228) (130,149)
Capitalization of product development costs ...... (143,110) (94,618)
Acquisitions (net of acquired cash) .............. (547,859)
------------- ----------
Net cash used in investing activities ............ (940,197) (224,767)
Financing activities:
Payments on related party note and accrued
interest ....................................... -- --
Proceeds from line of credit ..................... -- --
Proceeds from subordinated debt to partner ....... -- --
Net proceeds from capital contributions .......... -- --
------------- ----------
Net cash provided by financing activities ........ -- --
Net increase (decrease) in cash and cash equiv-
alents ......................................... (1,167,483) (203,181)
Cash and cash equivalents at beginning of pe-
riod ........................................... 3,326,367 1,068,835
------------- ----------
Cash and cash equivalents at end of period ....... $ 2,158,884 $ 865,654
============= ==========

</TABLE>

See accompanying notes.

F-14

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Realty Information Group, L.P. ("RIGLP") has created a proprietary database
(the "Database") of comprehensive office and industrial real estate information
in seven major metropolitan areas throughout the United States. In addition, the
Company has developed a portfolio of multimedia software products that allow
clients to access the Database. The Database and software products are
distributed to its clients under license agreements which are typically one to
three years in duration.

Pursuant to the partnership agreement, the term of RIGLP will continue
until December 31, 2094. Generally, the profits and losses of RIGLP will be
allocated to the partners in proportion to their respective partnership
percentages, which are generally based on contributions to RIGLP. There are
certain limitations on the allocation of partnership losses such that any
limited partner can not have a capital account deficit. The partnership
agreement specifies that RIGLP shall have the option to require the initial
limited partner to sell its partnership interest to RIGLP for fair value during
the period from November 1, 2004 through November 30, 2004. Additionally, the
agreement specifies that during this same period, the initial limited partner
has the right to require RIGLP to repurchase its limited partnership interest
for fair value.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of RIGLP include the accounts of New
Market Systems, Inc. ("NMS") acquired on March 1, 1997 (Note 3).

Unaudited Interim Statements

The consolidated financial statements as of March 31, 1998 and for the
three months ended March 31, 1998 and 1997 are unaudited. In the opinion of
management, such financial statements reflect all adjustments necessary for a
fair presentation of the results of the respective interim periods. All such
adjustments are of a normal recurring nature.

Reclassifications

Certain amounts in the 1995 and 1996 financial statements have been
reclassified to conform with the 1997 presentation.

Use of Estimates

Revenue Recognition

Revenue from the sale of licenses to the proprietary software and the
Database is recognized on a straight-line basis over the term of the license,
which is typically from one to three years.

Cash and Cash Equivalents

RIGLP's cash and cash equivalents include highly liquid instruments
purchased with an original maturity of less than three months.

F-15

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost and depreciated using the straight-line method over estimated useful lives
of three to seven years. Leasehold improvements are amortized over the lesser of
the related lease term or the useful life.

Capitalized Product Development Costs

Initial costs to develop and produce the Database and software products,
including direct labor, contractors and applicable overhead are capitalized from
the time technological feasibility is determined until product release. Prior to
technological feasibility, such costs are classified as software development and
expensed as incurred. Amortization of capitalized costs is based on the greater
of the amount computed using (a) the ratio of current gross revenues to the sum
of current and anticipated gross revenues, or (b) the straight-line method over
the remaining estimated economic life of the product, typically five years after
product release. Included in amortization is approximately $75,000, $181,000,
$287,000 and $112,000 of expense related to the capitalized product development
costs for the years ended December 31, 1995, 1996 and 1997 and the three months
ended March 31, 1998, respectively.

Intangible Assets

The value assigned to the customer base acquired through the purchase of
NMS and Chicago Resource, Inc., and goodwill, resulting from the purchase of
Space Datagraphics Systems, Inc., in December 1994, are being amortized on a
straight-line basis over ten years. RIGLP continuously evaluates and adjusts, if
necessary, the net realizable value of these assets.

Income Taxes

RIGLP is a partnership for federal income tax purposes under which income,
losses, deductions and credits are allocated to and reported by the partners on
their individual income tax returns. Accordingly, no provision for income tax
has been recorded in the financial statements. Upon the effectiveness of the
Registration Statement on Form S-1 (see note 10), the partnership will become
part of Realty Information Group, Inc., the successor, and will be taxed as a
C-Corporation. Had the Partnership operated as a C-Corporation for the year
ended December 31, 1995, 1996 and 1997 and the three months ended March 31,
1998, their would be no income taxes recorded as a result of the losses for the
periods. NMS is a corporation which provides for income taxes under the
provisions of Statement of Financial Accounting Standards No. 109. As of
December 31, 1997, NMS had net loss carryforwards of approximately $522,000. A
valuation allowance has been established against the related net deferred tax
asset in its entirety.

Unit Based Compensation

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" which is effective for the RIGLP's financial statements after
1995. SFAS No. 123 allows companies to account for stock-based compensation
under the provisions of either SFAS No. 123 or Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", with pro
forma disclosure as if the measurement provision of SFAS No. 123 had been
adopted. RIGLP applies these principles and accounts for its unit based
compensation in accordance with the provisions of APB No. 25. As such, the
adoption of SFAS No. 123 does not impact the financial position or results of
operations of RIGLP.

Advertising Costs

Advertising costs are expensed as incurred. Such costs included in selling
and marketing expense totaled approximately $125,698, $203,659, $397,966 and
$53,908 for the years ended December 31, 1995, 1996, and 1997 and the three
months ended March 31, 1998, respectively.

F-16

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Concentration of Credit Risk

RIGLP performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral. RIGLP maintains reserves
for credit losses, and such losses have been within management's expectations.
The credit risk in accounts receivable is mitigated by the large and widespread
customer base and lack of dependence on individual customers. The carrying
amount of the accounts receivable approximates their net realizable value.

Recent Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ("SFAS 130"), "Comprehensive Income",
which is required to be adopted for the year ended December 31, 1998. SFAS 130
requires that an enterprise (a) classify items of other comprehensive income by
their nature in the financial statements and (b) display the accumulated balance
of other comprehensive income separately from retained earnings and additional
paid-in capital in the Statements of Stockholders' Deficit. The implementation
of SFAS 130, "Comprehensive Income", information on the financial statements is
not expected to be material. For all periods presented, including the three
months ended March 31, 1998, RIGLP had no items of comprehensive income and,
accordingly, the Statement does not apply.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments
of an Enterprise and Related Information", which is required to be adopted for
the year ended December 31, 1998. SFAS 131 changes the way public companies
report segment information in annual financial statements and also requires
those companies to report selected segment information in interim financial
reports to stockholders. The disclosure for segment information on the financial
statements is not expected to be material.

In October 1997, the AICPA issued SOP 97-2, Software Revenue Recognition,
which changes the requirements for revenue recognition effective for
transactions that the Company will enter into beginning January 1, 1998. The
implementation of SOP 97-2 is not expected to have a material effect on the
financial statements of RIGLP. As of January 1, 1998 the Company adopted AICPA
SOP 97-2, Software Revenue Recognition, which was effective for transactions
that RIGLP entered into in 1998. Prior years were not restated. The effect of
adopting SOP97-2 was not material in the financial statements of RIGLP. In March
1998, AcSEC issued SOP98-4 which defers for one year the implementation of
certain provision of SOP 97-2. The issuance of SOP 98-4 had no effect on RIGLP.

Pro Forma Loss Per Share

Pro Forma loss per share information is presented as if the Partnership
had operated as a C-Corporation for all periods presented. In February 1997,
the Financial Accounting Standards Board issued Statement No. 128, "Earnings
Per Share". All pro forma earnings per share amounts for all periods have been
presented to conform to the Statement 128 requirements.

F-17

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

3. ACQUISITIONS

On April 1, 1996, RIGLP expanded to the Chicago area by purchasing
substantially all of the assets and liabilities of Chicago ReSource, Inc.
("CRI"), through the issuance of 114,640.55 partnership units valued at
$1,200,000. On March 1, 1997 RIGLP expanded to the San Francisco area through a
purchase of 99.3% of the outstanding shares of New Market Systems, Inc. ("NMS"),
a California corporation, through the exchange of 14,710 partnership units
valued at $206,000 and payment of $550,000 in cash. The accompanying statements
of operations reflect the operating results of CRI and NMS since the effective
date of the acquisition. Except for cash acquired, these transactions have been
excluded from the statements of cash flows and have been accounted for using
purchase accounting.

The pro forma unaudited results of operations for the years ended December
31, 1996 and 1997, assuming the purchase of CRI and NMS had been consummated as
of January 1 of each year, respectively, are as follows:

1996 1997
----------------- -----------------
<S> <C> <C>
Revenues ................. $ 4,576,000 $ 7,960,000
============= =============
Net loss ................. $ (2,810,000) $ (3,386,000)
============= =============

</TABLE>

4. OTHER ASSETS

Other assets consists of intangible assets as follows:

DECEMBER 31, MARCH 31,
------------------------------- -------------
1996 1997 1998
-------------- -------------- -------------
<S> <C> <C> <C>
Acquired contracts ............... $ 1,286,259 $ 2,041,289 $2,041,289
Accumulated Amortization ......... 78,614 301,912 325,353
----------- ----------- ----------
$ 1,207,645 $ 1,739,377 $1,715,936
----------- ----------- ----------
Goodwill ......................... $ 78,667 $ 79,979 $ 79,979
Accumulated Amortization ......... 15,054 23,000 24,658
----------- ----------- ----------
63,613 56,979 55,321
----------- ----------- ----------
$ 1,271,258 $ 1,796,356 $1,771,257
=========== =========== ==========

</TABLE>

5. LINE OF CREDIT

In October, 1997, RIGLP entered into a $1,000,000 line of credit agreement
with Silicon Valley East (a Division of Silicon Valley Bank). The line bears
interest at the bank's prime rate plus 2%, and has a one year term. Borrowings
under the line are secured by the assets of RIGLP. RIGLP is in compliance at
December 31, 1997, with the terms of the line of credit agreement which includes
covenants requiring minimum cash, working capital and partners' capital amounts,
and limits operating losses of RIGLP. At December 31, 1997, $1,000,000 of
borrowings were outstanding under the line. Interest paid in 1997 totaled
$17,760.

F-18

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

6. RELATED PARTY TRANSACTIONS

During 1997, the general partner of RIGLP obtained a commitment from a
partner for an additional $1,000,000 of subordinated, unsecured credit, bearing
interest at a rate equal to that of the line of credit. In connection with the
commitment, the individual contributing partner has received warrants for the
purchase of 15,000 shares of stock of the general partner, exerciseable only in
the event of an initial public offering or an equity funding in excess of $5.0
million ("a triggering event"). The warrants have a two year term beyond the
triggering event and provide for the purchase of an equivalent number of shares
at a price of 10% less than the price of the stock sold in an initial public
offering or an equity funding in excess of $5.0 million. At December 31, 1997,
$650,000 of borrowings were outstanding under the commitment and have been
advanced to RIGLP. Interest paid in 1997 totaled $8,055.

Commencing in May 1995 RIGLP agreed to pay an investor $10,000 per month
and the Chairman of RIGLP $6,667 per month for consulting services. During 1995,
1996 and 1997, RIGLP incurred fees of approximately $130,000, $200,000 and
$200,000, respectively, related to such consulting services.

7. COMMITMENTS

RIGLP leases office space and equipment under operating lease agreements
which expire at various dates through the year 2001. Lease agreements provide
for various renewal terms and reimbursement of taxes, maintenance, insurance and
other occupancy expenses applicable to the leased premises or property. In
addition, RIGLP, as lessor, also subleases a portion of its office space to
another tenant under a cancelable lease.

At December 31, 1997, future minimum lease payments under operating leases
are as follows:

<TABLE>

<S> <C>
1998 ........................ $ 869,100
1999 ........................ 738,100
2000 ........................ 460,000
2001 ........................ 90,600
2002 and thereafter ......... 70,000
-----------
$ 2,227,800
===========

</TABLE>

Rent expense was approximately $201,000, $525,000 and $766,000 and rental
income was approximately $23,000, $46,000 and $0 for the years ended December
31, 1995, 1996 and 1997, respectively.

8. SALES OF PARTNERSHIP UNITS

During 1995 RIGLP sold 327,780 limited partnership units to two investors
for total net proceeds of approximately $3.3 million. The transaction granted
the investors liquidation preferences of the investment plus a 6% per annum
return in the event of a liquidation. In addition, beginning April 15, 1999
through April 15, 2001, the transaction allows the investors to liquidate their
investments under a range of alternative strategies and exit transactions. The
proceeds of the transaction were used to retire a related party note payable and
to fund RIGLP's working capital needs.

On December 3, 1996, RIGLP completed a private placement (the "Private
Placement") in which RIGLP raised approximately $5.0 million through the sale of
338,580.2 partnership units. The proceeds of the transaction were used to fund
RIGLP's working capital needs and the NMS acquisitions.

In May 1997, RIGLP issued 21,428 partnership units valued at $300,000 to
provide compensation to an officer, $150,000 of which had been accrued at
December 31, 1996.

F-19

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED )

9. EMPLOYEE BENEFIT PLANS

Unit Option Plan

In March 1996 RIGLP adopted the 1996 Unit Option and Unit Purchase Plan
(the "Plan"), under which 200,000 partnership units were reserved for issuance
upon the exercise of options granted to officers, executive personnel, directors
and key employees. Certain options previously granted were included in the Plan.
The option plan is administered by the Board of Directors of RIGINC. Options are
granted at prices which the Board of Directors of RIGINC believes approximate
the fair market value of its limited partnership units. Individual grants become
exercisable over a period of three years from the date of grant. The contractual
term of the options range from three to ten years from the date of grant.

Unit option activity was as follows:

WEIGHTED-
NUMBER OF AVERAGE
UNITS PRICE PER UNIT EXERCISE PRICE
----------- ---------------- ---------------
<S> <C> <C> <C>
Outstanding at December 31, 1994 ......... 26,000 $ 5.00 $ 5.00
Granted ................................. 55,480 $ 10.45 $ 10.45
Exercised ............................... --
Canceled or expired ..................... --
------
Outstanding at December 31, 1995 ......... 81,480 $ 8.71
Granted ................................. 42,000 $ 10.45 $ 10.45
Exercised ............................... (10,000) $ 5.00 $ 5.00
Canceled or expired ..................... --
-------
Outstanding at December 31, 1996 ......... 113,480 $ 9.68
Granted ................................. 23,000 $ 12.34-$14.00 $ 13.28
Exercised ...............................
Canceled or expired ..................... (5,000) $ 10.45 $ 10.45
-------
Outstanding at December 31, 1997 ......... 131,480 $ 10.28
=======
Exercisable at December 31, 1997 ......... 82,277 $ 9.39
=======
Exercisable at December 31, 1996 ......... 57,740 $ 8.94
=======
Exercisable at December 31, 1995 ......... 21,870 $ 8.46
=======
</TABLE>

During 1996 RIGLP adopted the disclosure-only provisions of SFAS No. 123.
Accordingly, no compensation cost has been recognized for the Plan. Had
compensation expense related to the Plan been determined based on the fair value
at the grant date for options granted in 1995, 1996 and 1997 consistent with the
provisions of SFAS No. 123, RIGLP's pro forma net loss would have been $817,408,
$2,690,009 and $3,337,420 as of December 31, 1995, 1996 and 1997, respectively.
Such pro forma results are not representative of the effects on operations for
future years.

The fair value of each option grant is estimated on the date of grant using
the Minimum Value option-pricing model with the following weighted-average
assumptions: dividend yield of 0%; risk-free interest rate of approximately
6.0%; and expected life of 3 years for 1995 grants and 4 years for 1996 and 1997
grants.

F-20

<PAGE>

REALTY INFORMATION GROUP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

The following table summarizes information regarding unit options
outstanding at December 31, 1997:

NUMBER OF WEIGHTED
OPTIONS AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE
- ---------------------------- ------------- -----------------
<S> <C> <C>
$ 5.00.................... 16,000 1.9
$ 10.45................... 92,480 2.6
$ 12.34................... 10,000 4.2
$ 14.00................... 13,000 4.4

</TABLE>

Employee 401(k) Plan

Effective January 1, 1997, RIGLP established a 401(k) Plan (the "401(k)")
to provide retirement benefits for eligible employees. The 401(k) provides for
tax deferred contributions of between 1% and 15% of employees' salaries, limited
to a maximum annual amount as established by the Internal Revenue Service. RIGLP
matches 25% of employee contributions up to a maximum of 6% of total
compensation. Amounts contributed to the 401(k) by RIGLP to match employee
contributions were $27,808 in 1997.

10. MANAGEMENT PLANS

Related to a filing of a Registration Statement on Form S-1 by Realty
Information Group, Inc., a newly formed successor corporation, RIGLP anticipates
entering into an Agreement and Plan of Contribution ("Agreement") by and among
Realty Information Group, Inc., RIGLP and RIGINC, to contribute all of RIGLP's
outstanding partnership units (other than those held by the general partner) to
Realty Information Group, Inc. in exchange for common stock of Realty
Information Group, Inc.

F-21

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors OLD RIG, Inc.

We have audited the accompanying consolidated balance sheets of OLD RIG,
Inc. as of December 31, 1996 and 1997, and the related consolidated statements
of operations, stockholders' deficit and cash flows for 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of OLD RIG, 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.

/s/ Ernst & Young LLP

Washington, D.C.
March 12, 1998

F-22

<PAGE>

OLD RIG, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------------------------------- -----------------------------
1995 1996 1997 1997 1998
------------- ---------------- ---------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues .............................. $2,061,526 $ 4,335,966 $ 7,899,940 $1,555,473 $2,839,023
Cost of revenues ...................... 930,570 2,188,136 3,412,593 717,398 904,328
---------- ----------- ----------- ---------- ----------
Gross margin .......................... 1,130,956 2,147,830 4,487,347 838,075 1,934,695
Operating expenses:
Selling and marketing ................ 566,548 2,711,823 4,373,914 862,658 1,264,454
Software development ................. 247,800 254,177 395,077 103,062 117,688
General and administrative ........... 1,180,090 1,863,236 3,017,439 672,068 898,536
---------- ----------- ----------- ---------- ----------
Total operating expenses .............. 1,994,438 4,829,236 7,786,430 1,637,788 2,280,678
---------- ----------- ----------- ---------- ----------
Loss from operations .................. (863,482) (2,681,406) (3,299,083) (799,713) (345,983)
Other income (expense):
Interest expense ...................... (25,950) (2,323) (26,421) -- (43,550)
Interest income ....................... 70,849 29,642 48,743 24,667 5,415
Other income .......................... 34,319 21,858 11,215 6,402 --
---------- ----------- ----------- ---------- ----------
Loss before minority interest ......... (784,264) (2,632,229) (3,265,546) (768,644) (384,118)
Minority interest-net loss allocated to
limited partners of RIGLP ............ 148,168 865,465 1,473,252 349,838 172,853
---------- ----------- ----------- ---------- ----------
Net loss .............................. $(636,096) $(1,766,764) $(1,792,294) $(418,806) $(211,265)
========== =========== =========== ========== ==========
Pro forma loss per share:
Loss per share ....................... $ (.22) $ (.60) $ (.57) $ (.14) $ (.07)
========== =========== =========== ========== ==========
Weighted average common shares ....... 2,841,479 2,947,655 3,143,063 3,099,778 3,164,705
========== =========== =========== ========== ==========

</TABLE>

See accompanying notes.

F-23

<PAGE>

OLD RIG, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
--------------------------------- MARCH 31,
1996 1997 1998
--------------- --------------- --------------
(UNAUDITED)

<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................... $ 3,326,367 $ 1,068,835 $ 865,654
Accounts receivable, less allowance for doubtful ac-
counts of $90,000, $151,000 and $219,000 as of De-
cember 31, 1996 and 1997 and March 31, 1998 ........... 865,535 1,021,345 1,462,271
Prepaid expenses and other current assets ............... 56,439 26,601 540,443
------------ ------------ ------------
Total current assets ..................................... 4,248,341 2,116,781 2,868,368
Property and equipment:
Leasehold improvements .................................. 84,950 111,623 114,043
Furniture and equipment ................................. 503,067 623,417 693,594
Computer hardware and software .......................... 991,117 1,366,687 1,424,238
------------ ------------ ------------
1,579,134 2,101,727 2,231,875
Accumulated depreciation ................................. (446,430) (799,763) (892,895)
------------ ------------ ------------
1,132,704 1,301,964 1,338,980
Capitalized product development costs, net of ac-
cumulated amortization of $256,000, $514,000 and
$626,000 as of December 31, 1996 and 1997 and
March 31, 1998 ......................................... 919,749 1,261,974 1,244,387
Other assets (Note 4) .................................... 1,271,258 1,796,356 1,771,257
Deposits ................................................. 97,819 104,510 91,469
------------ ------------ ------------
Total assets ............................................. $ 7,669,871 $ 6,581,585 $ 7,314,461
============ ============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable ........................................ $ 405,939 $ 355,416 536,082
Accrued wages and commissions ........................... 348,644 368,667 534,996
Accrued expenses ........................................ 276,398 387,428 410,326
Deferred revenue ........................................ 969,243 902,575 1,645,545
Line of credit .......................................... -- 1,000,000 1,000,000
Note payable to a shareholder ........................... -- 650,000 650,000
------------ ------------ ------------
Total current liabilities ................................ 2,000,224 3,664,086 4,776,949
Minority interest-RIGLP Limited Partners' Equity ......... 7,797,460 6,537,606 6,368,884
Stockholders' Deficit:
Common stock, par value $.01 per share; 1,500,000
shares authorized; 1,023,029, 1,044,457 and
1,044,457 shares issued and outstanding at
December 31, 1996, December 31, 1997 and
March 31, 1998, respectively............................. 10,230 10,445 10,445
Additional paid in capital ............................... 5,009,116 5,308,901 5,308,901
Retained earnings (deficit) .............................. (7,147,159) (8,939,453) (9,150,718)
------------ ------------ ------------
Total stockholders' equity (deficit) ..................... (2,127,813) (3,620,107) (3,831,372)
------------ ------------ ------------
Total liabilities and stockholders' deficit .............. $ 7,669,871 $ 6,581,585 $ 7,314,461
============ ============ ============
</TABLE>

See accompanying notes.

F-24

<PAGE>

OLD RIG, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

COMMON STOCK ADDITIONAL RETAINED TOTAL
------------------------- PAID-IN EARNINGS STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) DEFICIT
------------ ---------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 .................. 887,782 $ 8,878 $4,247,993 $ (4,744,299) $ (487,428)
Issuance of common stock ..................... 75,000 750 16,725 -- 17,475
Net loss ..................................... -- -- -- (636,096) (636,096)
------- ------- ---------- ------------ ------------
Balance at December 31, 1995 .................. 962,782 9,628 4,264,718 (5,380,395) (1,106,049)
Issuance of common stock ..................... 60,247 602 744,398 -- 745,000
Net loss ..................................... -- -- -- (1,766,764) (1,766,764)
------- ------- ---------- ------------ ------------
Balance at December 31, 1996 .................. 1,023,029 10,230 5,009,116 (7,147,159) (2,127,813)
Issuance of common stock ..................... 21,428 215 299,785 -- 300,000
Net loss ..................................... -- -- -- (1,792,294) (1,792,294)
--------- ------- ---------- ------------ ------------
Balance at December 31, 1997 .................. 1,044,457 10,445 5,308,901 (8,939,453) (3,620,107)
--------- ------- ---------- ------------ ------------
Net loss ..................................... -- -- -- (211,265) (211,265)
--------- ------- ---------- ------------ ------------
Balance at March 31, 1998 (unaudited) ......... 1,044,457 $10,445 $5,308,901 $ (9,150,718) $ (3,831,372)
========= ======= ========== ============ ============
</TABLE>

See accompanying notes.

F-25

<PAGE>

OLD RIG, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-------------------------------------------------
1995 1996 1997
--------------- ---------------- ----------------
<S> <C> <C> <C>
Operating activities:
Net loss ......................................... $ (636,096) $ (1,766,764) $ (1,792,294)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest .............................. (148,168) (865,465) (1,473,252)
Depreciation ................................... 107,090 212,030 353,333
Amortization ................................... 92,207 266,986 487,144
Loss on sale of property and equipment ......... 8,302 -- --
Provision for losses on accounts receivable..... 23,000 30,000 61,343
Non cash compensation charges .................. -- -- 157,459
Changes in operating assets and liabilities:
Accounts receivable .......................... (112,162) (470,117) (217,153)
Prepaid expenses and other current as-
sets ........................................ (25,018) (22,942) 29,838
Deposits ..................................... (38,186) (33,152) (6,691)
Accounts payable and accrued expenses 175,893 667,649 230,530
Deferred revenue ............................. 99,609 157,410 (66,668)
------------ ------------ ------------
Net cash provided by (used in) operating ac-
tivities ....................................... (453,529) (1,824,365) (2,236,411)
Investing activities:
Net purchases of property and equipment .......... (635,965) (631,385) (522,592)
Capitalization of product development costs ...... (432,683) (347,065) (600,670)
Acquisitions (net of acquired cash) .............. -- 25,924 (547,859)
------------ ------------ ------------
Net cash used in investing activities ............ (1,068,648) (952,526) (1,671,121)
Financing activities:
Payments on note and accrued interest ............ (627,150) -- --
Proceeds from line of credit ..................... -- -- 1,000,000
Proceeds from note payable ....................... -- -- 650,000
Net proceeds from capital contributions .......... 3,345,155 4,775,135 --
------------ ------------ ------------
Net cash provided by financing activities ........ 2,718,005 4,775,135 1,650,000
Net increase (decrease) in cash and cash equiv-
alents ......................................... 1,195,828 1,998,244 (2,257,532)
Cash and cash equivalents at beginning of pe-
riod ........................................... 132,295 1,328,123 3,326,367
------------ ------------ ------------
Cash and cash equivalents at end of period ....... $ 1,328,123 $ 3,326,367 $ 1,068,835
============ ============ ============
</TABLE>

<PAGE>

THREE MONTHS ENDED
AT MARCH 31,
------------------------------
1997 1998
--------------- --------------
(UNAUDITED)

<S> <C> <C>
Operating activities:
Net loss ......................................... $ (418,806) $ (211,265)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest .............................. (349,838) (172,853)
Depreciation ................................... 80,966 93,132
Amortization ................................... 99,772 137,305
Loss on sale of property and equipment ......... -- --
Provision for losses on accounts receivable..... 12,206 46,935
Non cash compensation charges .................. 2,193 4,131
Changes in operating assets and liabilities:
Accounts receivable .......................... 112,670 (487,861)
Prepaid expenses and other current as-
sets ........................................ (2,057) (513,842)
Deposits ..................................... (4,589) 13,041
Accounts payable and accrued expenses 299,427 369,893
Deferred revenue ............................. (59,230) 742,970
------------- ----------
Net cash provided by (used in) operating ac-
tivities ....................................... (227,286) 21,586
Investing activities:
Net purchases of property and equipment .......... (249,228) (130,149)
Capitalization of product development costs ...... (143,110) (94,618)
Acquisitions (net of acquired cash) .............. (547,859)
-------------
Net cash used in investing activities ............ (940,197) (224,767)
Financing activities:
Payments on note and accrued interest ............ -- --
Proceeds from line of credit ..................... -- --
Proceeds from note payable ....................... -- --
Net proceeds from capital contributions .......... -- --
------------- ----------
Net cash provided by financing activities ........ -- --
Net increase (decrease) in cash and cash equiv-
alents ......................................... (1,167,483) (203,181)
Cash and cash equivalents at beginning of pe-
riod ........................................... 3,326,367 1,068,835
------------- ----------
Cash and cash equivalents at end of period ....... $ 2,158,884 $ 865,654
============= ==========

</TABLE>

See accompanying notes.

F-26

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

OLD RIG, INC. ("RIGINC") is the majority owner of Realty Information Group,
L.P. (RIGLP) and is its General Partner. RIGINC has no operations of its own.
RIGLP has created a proprietary database (the "Database") of comprehensive
office and industrial real estate information in seven major metropolitan areas
throughout the United States. In addition, RIGLP has developed a portfolio of
multimedia software products that allow clients to access the Database. The
Database and software products are distributed to its clients under license
agreements which are typically one to three years in duration.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of RIGINC include the accounts of
RIGLP and of New Market Systems, Inc. ("NMS") acquired on March 1, 1997 (Note
3).

Unaudited Interim Statements

Reclassifications

Certain amounts in the 1995 and 1996 financial statements have been
reclassified to conform with the 1997 presentation. In addition, on May 23,
1996, RIGINC was re-incorporated as a Delaware corporation, changing authorized
common stock to 1,500,000 shares at a par value of $.01 per share. Accordingly,
common stock and additional paid-in capital accounts have been reclassified to
reflect this change for all periods presented.

Use of Estimates

Revenue Recognition

Revenue from the sale of licenses to the proprietary software and the
Database is recognized on a straight-line basis over the term of the license,
which is typically from one to three years.

Cash and Cash Equivalents

RIGINC's cash and cash equivalents include highly liquid instruments
purchased with an original maturity of less than three months.

Property and Equipment

F-27

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Capitalized Product Development Costs

Initial costs to develop and produce the Database and software products,
including direct labor, contractors and applicable overhead are capitalized from
the time technological feasibility is determined until product release. Prior to
technological feasibility, such costs are classified as software development and
expensed as incurred. Amortization of capitalized costs is based on the greater
of the amount computed using (a) the ratio of current gross revenues to the sum
of current and anticipated gross revenues, or (b) the straight-line method over
the remaining estimated economic life of the product, typically five years after
product release. Included in amortization is approximately $75,000, $181,000
$287,000 and $112,000 of expense related to the capitalized product development
costs for the years ended December 31, 1995, 1996 and 1997 and the three months
ended March 31, 1998, respectively.

Intangible Assets

The value assigned to the customer base acquired through the purchase of
NMS and Chicago Resource, Inc., and goodwill, resulting from the purchase of
Space Datagraphics Systems, Inc., in December 1994, are being amortized on a
straight-line basis over ten years. RIGINC continuously evaluates and adjusts,
if necessary, the net realizable value of these assets.

Income Taxes

RIGINC is a Subchapter S Corporation for federal income tax purposes under
which income, losses, deductions and credits are allocated to and reported by
the individual stockholders of the corporation. Accordingly, no provision for
income tax has been recorded in the financial statements. Upon the effectiveness
of the Registration Statement on Form S-1 (see note 10), RIGINC will become part
of Realty Information Group, Inc., the successor, and will be taxed as a
C-Corporation. Had the S-Corporation operated as a C-Corporation for the year
ended December 31, 1995, 1996 and 1997 and the three months ended March 31,
1998, their would be no income taxes recorded as a result of the losses for the
periods. NMS is a corporation which provides for income taxes under the
provisions of Statement of Financial Accounting Standards No. 109. As of
December 31, 1997, NMS had net loss carryforwards of approximately $522,000. A
valuation allowance has been established against the related net deferred tax
asset in its entirety.

Unit Based Compensation

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" which is effective for the RIGLP's financial statements after
1995. SFAS No. 123 allows companies to account for stock-based compensation
under the provisions of either SFAS No. 123 or Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", with pro
forma disclosure as if the measurement provision of SFAS No. 123 had been
adopted. RIGINC applies these principles and accounts for RIGLP unit based
compensation in accordance with the provisions of APB No. 25. As such, the
adoption of SFAS No. 123 does not impact the financial position or results of
operations of RIGINC.

Advertising Costs

F-28

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Concentration of Credit Risk

RIGINC performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral. RIGINC maintains reserves
for credit losses, and such losses have been within management's expectations.
The credit risk in accounts receivable is mitigated by the large and widespread
customer base and lack of dependence on individual customers. The carrying
amount of the accounts receivable approximates their net realizable value.

Earnings Per Share

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share." The effect of options, warrants or convertible
securities are not included in the earning per share calculation, as they are
anti-dilutive. All earnings per share amounts for all periods have been
presented to conform to the Statement 128 requirements.

Recent Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ("SFAS 130"), "Comprehensive Income",
which is required to be adopted for the year ended December 31, 1998. SFAS 130
requires that an enterprise (a) classify items of other comprehensive income by
their nature in the financial statements and (b) display the accumulated balance
of other comprehensive income separately from retained earnings and additional
paid-in capital in the Statements of Stockholders' Deficit. The implementation
of SFAS 130, "Comprehensive Income", information on the financial statements is
not expected to be material. For all periods presented, including the three
months ended March 31, 1998, RIGINC had no item of comprehensive income and,
according, the Statement does not apply.

In October 1997, the AICPA issued SOP 97-2, Software Revenue Recognition,
which changes the requirements for revenue recognition effective for
transactions that the Company will enter into beginning January 1, 1998. The
implementation of SOP 97-2 is not expected to have a material effect on the
financial statements of RIGLP. As of January 1, 1998 the Company adopted AICPA
SOP 97-2, Software Revenue Recognition, which was effective for transactions
that RIGINC entered into in 1988. Prior years were not restated. The effect of
adopting SOP 97-2 was not material in the financial statements of RIGINC. In
March 1998, AcSEC issued SOP 98-4 which defers for one year the implementation
of certain provisions of SOP 97-2. The issuance of SOP 98-4 had no effect on
RIGINC.

3. ACQUISITIONS

F-29

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

3. ACQUISITIONS - (CONTINUED)

</TABLE>

4. OTHER ASSETS

Other assets consists of intangible assets as follows:

</TABLE>

5. LINE OF CREDIT

In October, 1997, RIGINC entered into a $1,000,000 line of credit agreement
with Silicon Valley East (a Division of Silicon Valley Bank). The line bears
interest at the bank's prime rate plus 2%, and has a one year term. Borrowings
under the line are secured by the assets of RIGINC. RIGINC is in compliance at
December 31, 1997, with the terms of the line of credit agreement which includes
covenants requiring minimum cash, working capital and partners' capital amounts,
and limits operating losses of RIGINC. At December 31, 1997, $1,000,000 of
borrowings were outstanding under the line. Interest paid in 1997 totaled
$17,760.

6. RELATED PARTY TRANSACTIONS

During 1997, RIGINC obtained a commitment from a shareholder for an
additional $1,000,000 of subordinated, unsecured credit, bearing interest at a
rate equal to that of the line of credit. In connection with the commitment, the
individual has received warrants for the purchase of 15,000 shares of stock,
exerciseable only in the event of an initial public offering or an equity
funding in excess of $5.0 million ("a triggering event"). The warrants have a
two year term beyond the triggering event and provide for the purchase of an
equivalent number of shares at a price of 10% less than the price of the stock
sold in an initial public offering or an equity funding in excess of $5.0
million. At December 31, 1997, $650,000 of borrowings were outstanding under the
commitment and have been advanced to RIGINC. Interest paid in 1997 totaled
$8,055.

Commencing in May 1995 RIGINC agreed to pay an investor $10,000 per month
and the Chairman of RIGINC $6,667 per month for consulting services. During
1995, 1996 and 1997, RIGINC incurred fees of approximately $130,000, $200,000
and $200,000, respectively, related to such consulting services.

F-30

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7. COMMITMENTS

At December 31, 1997, future minimum lease payments under operating leases
are as follows:

<TABLE>
<S> <C>
1998 ........................ $ 869,100
1999 ........................ 738,100
2000 ........................ 460,000
2001 ........................ 90,600
2002 and thereafter ......... 70,000
-----------
$ 2,227,800
===========

</TABLE>

Rent expense was approximately $201,000, $525,000 and $766,000 and rental
income was approximately $23,000, $46,000 and $0 for the years ended December
31, 1995, 1996 and 1997, respectively.

8. COMMON STOCK AND SALES OF PARTNERSHIP UNITS

In March 1996, the Company recorded a 40:1 stock split, and in January of
1997, a 1000:928 reverse stock split. All shares amounts and transactions have
been restated to refelect the split as of January 1, 1995.

In May 1997, RIGLP issued 21,428 partnership units valued at $300,000 to
provide compensation to an officer, $150,000 of which had been accrued at
December 31, 1996.

9. EMPLOYEE BENEFIT PLANS

Unit Option Plan

F-31

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

Unit option activity was as follows:

The following table summarizes information regarding unit options
outstanding at December 31, 1997:

NUMBER OF WEIGHTED
OPTIONS AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE
---------------------------- ------------- -----------------
<S> <C> <C>
$ 5.00.................... 16,000 1.9
$ 10.45................... 92,480 2.6
$ 12.34................... 10,000 4.2
$ 14.00................... 13,000 4.4

</TABLE>

F-32

<PAGE>

OLD RIG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

Employee 401(k) Plan

10. PRO FORMA LOSS PER SHARE

The following table sets forth the computation of pro forma basic and
diluted loss per share. Shares presented give effect to the contribution of
RIGINC shares in exchange for Realty Information Group, Inc. shares at a rate of
3.03 per share.

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------------------ -----------------------------
1995 1996 1997 1997 1998
-------------- ---------------- ---------------- -------------- --------------
(UNAUDITED)

<S> <C> <C> <C> <C> <C>
Numerator:
Net loss ................................. $ (636,096) $ (1,766,764) $ (1,792,294) $ (418,806) $ (211,265)
---------- ------------ ------------ ---------- ----------
Denominator:
Denominator for basic loss per share--
weighted-average shares ................ 2,841,479 2,947,655 3,143,063 3,099,778 3,164,705
---------- ------------ ------------ ---------- ----------
Dilutive potential common shares ......... -- -- -- -- --
Denominator for diluted loss per
share--adjusted weighted-average
shares and assumed conversions ......... 2,841,479 2,947,655 3,143,063 3,099,778 3,164,705
---------- ------------ ------------ ---------- ----------
Pro forma basic loss per share ............ $ (0.22) $ (0.60) $ (0.57) $ (0.14) $ (0.07)
---------- ------------ ------------ ---------- ----------
Pro forma diluted loss per share .......... $ (0.22) $ (0.60) $ (0.57) $ (0.14) $ (0.07)
---------- ------------ ------------ ---------- ----------
</TABLE>

11. MANAGEMENT PLANS

Related to a filing of a Registration Statement on Form S-1 by Realty
Information Group, Inc., a newly formed successor corporation, RIGINC
anticipates entering into an Agreement and Plan of Contribution ("Agreement") by
and among Realty Information Group, Inc., RIGLP and RIGINC to contribute all of
RIGINC's outstanding common stock to Realty Information Group, Inc. in exchange
for common stock of Realty Information Group, Inc.

F-33

<PAGE>

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

NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF 2,500,000 Shares
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
SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN
OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION [REALTY INFORMATION GROUP LOGO]
THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
------------------------- COMMON STOCK
TABLE OF CONTENTS

PAGE
-----
<S> <C>
Prospectus Summary ................. 3
Risk Factors ....................... 9
Use of Proceeds .................... 14
Dividend Policy .................... 14
Capitalization ..................... 15
Dilution ........................... 16 ------------------
Selected Consolidated
Financial and Operating Data ...... 17 PROSPECTUS
Management's Discussion
and Analysis ..................... 18 ------------------
Business ........................... 23
Management ......................... 33
Principal Stockholders ............. 39
Certain Transactions ............... 40
Description of Capital Stock ...... 41
Shares Eligible for Future Sale .... 43
Underwriting ....................... 45
Legal Matters ...................... 47
Experts ............................ 47
Additional Information ............. 47
Index to Financial Statements ......F-1
</TABLE>

------------------------- ALLEN & COMPANY
INCORPORATED
UNTIL JULY 26, 1998 (25 DAYS AFTER
THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE
COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, NEEDHAM & COMPANY, INC.
MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT July 1, 1998
TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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