ANSWERTHINK CONSULTING GROUP INC, S-1, 1998-03-17

ANSWERTHINK CONSULTING GROUP INC
S-1, 1998-03-17

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998

REGISTRATION NO. 333-
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- - -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ANSWERTHINK CONSULTING GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 8748 [APPLIED FOR]
(STATE OF INCORPORATION) (PRIMARY S.I.C. CODE NUMBER) IRS EMPLOYER
IDENTIFICATION NO.)

1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FLORIDA 33131
(305) 375-8005

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

TED A. FERNANDEZ
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN
ANSWERTHINK CONSULTING GROUP, INC.
1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FLORIDA 33131
(305) 375-8005
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF AGENT FOR SERVICE)

COPIES TO:
DAVID B.H. MARTIN, JR., ESQ. KEITH F. HIGGINS, ESQ.
HOGAN & HARTSON L.L.P. ROPES & GRAY
555 13TH STREET, N.W. ONE INTERNATIONAL PLACE
WASHINGTON, DC 20004-1190 BOSTON, MA 02110-2624
(202) 637- 5600 (617) 951-7000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

===============================================================================
PROPOSED
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, par value $.01 per share..... $70,000,000 $20,650
===============================================================================

(1) Estimated pursuant to Rule 457(o), solely for the purposes of computing
the registration fee.

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

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

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

PROSPECTUS (Subject To Completion)
Issued April , 1998
Shares
[AnswerThink Consulting Group, Inc. Logo]
COMMON STOCK

-----------

OF THE SHARES OF COMMON STOCK BEING OFFERED, SHARES ARE BEING SOLD
BY THE COMPANY AND SHARES ARE BEING SOLD BY THE SELLING STOCKHOLDERS. SEE
"PRINCIPAL AND SELLING STOCKHOLDERS." PRIOR TO THE OFFERING THERE HAS BEEN NO
PUBLIC MARKET FOR THE COMMON STOCK. IT IS CURRENTLY ESTIMATED THAT THE INITIAL
PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $ AND $ . SEE
"UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS TO BE CONSIDERED IN DETERMINING
THE INITIAL PUBLIC OFFERING PRICE.

-----------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON
PAGE 3 HEREOF.

-----------

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

PRICE $ A SHARE

-----------

UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
-------- -------------- ----------- ------------
Per Share...................... $ $ $ $
Total(3)....................... $ $ $ $

- - -----
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters, as defined, against certain liabilities, including
liabilities under the Securities Act of 1933. See "Underwriters."
(2) Before deducting expenses payable by the Company estimated to be $ .
(3) The Company and certain Selling Stockholders have granted to the
Underwriters an option exercisable within 30 days of the date hereof to
purchase up to an aggregate of additional Shares of Common Stock at
the price to public less underwriting discounts and commissions for the
purpose of covering over-allotments, if any. If the Underwriters
exercise such option in full, the total price to public, underwriting
discounts and commissions, proceeds to Company and proceeds to Selling
Stockholders will be $ , $ , $ and $ , respectively. See
"Underwriters."
-----------

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

-----------

MORGAN STANLEY DEAN WITTER
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
NATIONSBANC MONTGOMERY SECURITIES LLC
THE ROBINSON-HUMPHREY COMPANY

, 1998
<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING (THE "OFFERING") OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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

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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 3
The Company.............................................................. 10
Use of Proceeds.......................................................... 10
Dividend Policy.......................................................... 10
Capitalization........................................................... 11
Dilution................................................................. 12
Selected Consolidated Financial and Pro Forma Data....................... 13
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 15
Business................................................................. 19
Management............................................................... 30
Certain Transactions..................................................... 36
Principal and Selling Stockholders....................................... 39
Description of Capital Stock............................................. 40
Shares Eligible for Future Sale.......................................... 43
Underwriters............................................................. 45
Legal Matters............................................................ 47
Experts.................................................................. 47
Additional Information................................................... 47
Index to Financial Statements............................................ F-1
</TABLE>

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

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

Except as set forth in the consolidated financial statements or as otherwise
indicated herein, all information in this Prospectus assumes (i) that the
reincorporation of the Company, a Florida corporation, in Delaware pursuant to
a merger (the "Reincorporation") prior to the effective date of the Offering
has not yet occurred, and (ii) no exercise of the Underwriters' over-allotment
option. As used in this Prospectus, unless the context otherwise requires,
references to "AnswerThink" or the "Company" with respect to any date prior to
the Reincorporation are to the Florida corporation and its subsidiaries; with
respect to any date after the Reincorporation, such references are to the
Delaware corporation and its subsidiaries.

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

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

PROSPECTUS SUMMARY

This summary is qualified by the more detailed information and the audited
financial statements and the unaudited pro forma financial information and
notes thereto appearing elsewhere in this Prospectus.

THE COMPANY

AnswerThink Consulting Group, Inc. ("AnswerThink" or the "Company") is a
rapidly growing provider of knowledge-based consulting and information
technology ("IT") services to Fortune 1000 companies and other sophisticated
buyers. The Company addresses its clients' strategic business needs by offering
a wide range of integrated services or solutions, including benchmarking,
process transformation, software package implementation, electronic commerce,
decision support technology, technology architecture and integration and Year
2000 solutions. These solutions target a client's specific business functions
(finance and administration, human resources, IT, sales and customer support,
and supply chain management) and allow a business to reach beyond the
enterprise and link the people, processes and technologies of the extended
organization or "Interprise." AnswerThink markets its services to senior
executives in organizations where business transformation and technology-
enabled change can have a significant competitive impact.

AnswerThink leverages its knowledge base to propose solutions to its clients'
most critical and complex business problems. The Company delivers its services
through multidisciplinary project teams that include professionals with both IT
and business expertise. The Company's knowledge-based approach to consulting
combines the knowledge and experience of its consultants with "best practice"
process solutions and a benchmarking database developed by its subsidiary, The
Hackett Group, Inc. (the "Hackett Group"). The Company believes its highly
focused service delivery model provides its customers with a lower risk of
delivery and a faster time to benefit as compared to the linear, "methodology
based" processes employed by many other IT consulting firms.

The Company was formed in April 1997 by several former leaders of the IT
consulting practice of a "Big Six" accounting firm. From the outset, the
Company made operational investments to develop a comprehensive market
strategy, build a business infrastructure and create sophisticated management
information and service delivery systems capable of supporting a large-scale
consulting and IT services business. Since its formation, AnswerThink has
acquired several consulting and IT services businesses, each of which brought
to the Company complementary skills and customer relationships. In addition,
the Company has grown internally by recruiting more than 150 consultants. As of
March 1, 1998, the Company employed 308 consultants. The Company supports its
national solution delivery organization through a network of 10 offices located
in Atlanta, Boston, Chicago, Cleveland, Dallas, Iselin (NJ), Miami, New York,
Philadelphia and Silicon Valley.

On a pro forma basis, revenues for the nine months ended January 2, 1998 were
$28.8 million based on service to more than 225 clients during that period. The
Company has served a broad range of clients, including Avon Products, Florida
Power & Light, Ford Visteon, International Paper and Lucent Technologies.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company...... shares
Common Stock offered by the Selling
Stockholders............................ shares
Total Common Stock offered............... shares
Common Stock outstanding after the
Offering................................ shares(1)
Use of proceeds.......................... Repayment of indebtedness, working
capital, potential acquisitions and
general corporate purposes. See "Use
of Proceeds."
Proposed Nasdaq National Market symbol... ANSR
</TABLE>

1
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SUMMARY FINANCIAL AND PRO FORMA DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

APRIL 23, 1997 (INCEPTION) TO
JANUARY 2, 1998
------------------------------------
PRO FORMA
ACTUAL AS ADJUSTED(2)
---------------- ------------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues............................... $ 14,848 $ 28,817
Loss from operations....................... (8,473) (7,093)
Net loss................................... (12,090) (10,567)
Net loss per common share--basic and
diluted................................... $ (.95)
Weighted average common shares
outstanding............................... 12,684,637
</TABLE>

<TABLE>
<CAPTION>
AS OF JANUARY 2, 1998
----------------------
ACTUAL AS ADJUSTED(3)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.......................................... $ 8,180
Total assets............................................. 28,650
Total long-term liabilities.............................. 12,200
Convertible Preferred Stock.............................. 10,040
Stockholders' equity..................................... $ 846
</TABLE>
- - --------
(1) Based on shares of Common Stock outstanding as of , 1998. Excludes
shares of Common Stock issuable upon exercise of options outstanding as of
, 1998, none of which were then exercisable.
(2) Gives effect to (i) the Acquisitions, as defined, (ii) the conversion prior
to the Offering (the "Conversion") into a total of 14,320,260 shares of
Common Stock of 3,546,732 shares of Class A Convertible Preferred Stock (of
which 200,000 were issued after January 2, 1998), par value $.001 per share
(the "Class A Preferred") and 33,333 shares of Class B Convertible
Preferred Stock, par value $.001 per share issued on March 5, 1998 (the
"Class B Preferred" and together with the Class A Preferred, the
"Convertible Preferred Stock") and (iii) the sale of Shares of Common
Stock in the Offering by the Company at an assumed initial public offering
price of $ per Share, and the application of the estimated net proceeds
therefrom, which results in a reduction in interest expense of
approximately $535,000, as if such events had occurred on April 23, 1997.
See "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--The Acquisitions" and "Index to
Financial Statements--Unaudited Pro Forma Consolidated Financial
Information."
(3) Adjusted to reflect (i) the Conversion and (ii) the sale of Shares of
Common Stock in the Offering by the Company at an assumed initial public
offering price of $ per Share and the application of the estimated net
proceeds therefrom. See "Use of Proceeds."

2
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RISK FACTORS

In evaluating the Company's business, prospective investors should carefully
consider the following factors in addition to the other information presented
in this Prospectus before purchasing the shares of Common Stock offered
hereby. This Prospectus contains certain statements of a forward-looking
nature relating to future events or the future financial performance of the
Company. Prospective investors are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, prospective investors should specifically consider
the various factors identified in this Prospectus, including but not limited
to the matters set forth below, which could cause actual results to differ
materially from those indicated by such forward-looking statements.

LIMITED COMBINED OPERATING HISTORY; HISTORY OF LOSSES

The Company was formed in April 1997 and has grown substantially since its
inception both internally and through acquisitions. Although certain of the
acquired businesses have been in operation for some time, the Company has a
limited history of combined operations. Consequently, the historical and pro
forma information herein may not be indicative of the Company's financial
condition and future performance. As a result of the commencement of
operations, building infrastructure and the hiring of consultants, the Company
had a net loss of $12.1 million for the period from its inception through
January 2, 1998. The Company's operating results and financial condition will
be adversely affected if revenues do not increase to cover the Company's
expanding level of operating expenses. There can be no assurance that the
Company will be successful in its efforts to increase its revenues. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SUBSTANTIAL NON-CASH COMPENSATION EXPENSE

The Company will recognize substantial non-cash compensation expense upon
the vesting of up to 7,040,000 restricted shares of Common Stock held by seven
management employees and one director of the Company. Management expects that
these charges will be recognized in the first or second quarters of 1998 upon
the occurrence of certain events triggering the vesting of these shares. The
trigger events include the Common Stock trading after the Offering at an
average closing price in excess of $7.50 per share for any consecutive 30-day
trading period. Upon the occurrence of such events, the Company will recognize
charges equal to the aggregate fair market value of the shares vesting on such
date. Although these charges will be non-cash in nature and will not
negatively impact stockholders' equity, they will have a material adverse
impact on the Company's reported earnings. The Company believes that the
issuance of these shares was critical to its ability to attract and retain
qualified personnel during the Company's crucial start-up phase. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview."

VARIABILITY OF QUARTERLY OPERATING RESULTS; SEASONALITY

The Company expects variations in its revenues and operating results from
quarter to quarter. Such variations are likely to be caused by such factors as
mix and timing of client projects, completion of client projects, project
delays, the number of business days in a quarter, hiring, integration and
utilization of consultants and employees, variations in utilization rates and
average billing rates for consultants and project managers, the length of the
Company's sales cycle, the accuracy of estimates of resources required to
complete ongoing projects, the ability of clients to terminate engagements
without penalty and the integration of acquired entities. Because a
significant portion of the Company's expenses is relatively fixed, a variation
in the number or timing of client assignments or in employee utilization rates
can cause significant variations in operating results from quarter to quarter
and could result in losses to the Company. Unanticipated termination of a
major project, a client's decision not to proceed to the stage of the project
anticipated by the Company or the completion during a quarter of several major
client projects without deploying consultants to new engagements could result
in the Company's underutilization of employees and could therefore have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, to the extent that increases in the number
of professional personnel are not followed by corresponding increases in
revenues, the Company's operating results

3
<PAGE>

could be materially and adversely affected. Further, it is difficult for the
Company to forecast the timing of revenue because project cycles depend on
factors such as the size and scope of assignments and circumstances specific to
particular clients. Because the Company only derives revenue when its
consultants are actually working, its operating results are adversely affected
when client facilities close due to holidays or inclement weather. In
particular, the Company has generated a smaller proportion of its revenues and
lower operating income during the fourth quarter of the year due to the number
of holidays in that quarter. Given all of the foregoing, the Company believes
that quarter-to-quarter comparisons of its operating results for preceding
quarters are not necessarily meaningful and that such results for one quarter
should not be relied upon as an indication of future performance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations."

MANAGEMENT OF GROWTH

The Company is currently experiencing rapid growth that has challenged, and
will likely continue to challenge, the Company's managerial and other
resources. Since its inception through March 1, 1998, the number of consultants
employed by the Company increased to 308 and further significant increases are
anticipated during the current year. In addition, the number of active client
engagements increased to 112 as of January 2, 1998. The Company has also
expanded its geographic coverage to facilities in 10 locations since its
inception and intends to continue to expand its geographic coverage and open
additional offices in the future. The Company's ability to manage its growth
will depend on its ability to continue to enhance its operating, financial and
management information systems and to expand, develop, motivate and manage
effectively an expanding professional work force. In addition, the Company's
future success will depend in large part on its ability to continue to set
rates and fees accurately and to maintain high rates of employee utilization
and project quality, particularly if the average size of the Company's projects
continues to increase. If the Company is unable to manage growth effectively,
the quality of the Company's services, its ability to retain key personnel and
its business, financial condition and results of operations could be materially
adversely affected. Furthermore, there can be no assurance that the Company's
business will continue to expand. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

RISKS RELATED TO ACQUISITIONS

Since its inception, the Company has significantly expanded through
acquisitions. In the future, a key element of the Company's growth strategy
will be to pursue additional acquisitions in order to obtain well-trained,
high-quality professionals, new service offerings, additional industry
expertise, a broader client base or an expanded geographic presence. There can
be no assurance that the Company will be able to integrate successfully recent
or future acquired businesses without substantial expense, delays or other
operational or financial problems or that it will be able to identify, acquire
or profitably manage additional businesses. The Company may also require debt
or equity financing for future acquisitions that may not be available on terms
favorable to the Company, if at all. In addition, acquisitions may involve a
number of risks, including diversion of management's attention, failure to
retain key acquired personnel, unanticipated events or circumstances, legal
liabilities and amortization of acquired intangible assets. Client satisfaction
or performance problems at a single acquired firm could have a material adverse
impact on the reputation of the Company as a whole. Further, there can be no
assurance that the Company's recent or future acquired businesses will generate
anticipated revenues or earnings. Any one of these risks could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business--Growth Strategy."

INFLUENCE OF EXISTING STOCKHOLDERS

Upon completion of the Offering, the Company's Controlling Stockholders, as
defined, together will beneficially own approximately % of the outstanding
shares of Common Stock (approximately % if the Underwriters' over-allotment
option is exercised in full). As a result, these stockholders, acting together,
will be able to control matters requiring approval by the stockholders of the
Company, including the election of directors. This concentration of ownership
may have the effect of delaying or preventing a change in control of

4
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the Company, including transactions in which stockholders might otherwise
receive a premium for their shares over then current market prices. See
"Certain Transactions," "Principal and Selling Stockholders" and "Management--
Directors and Executive Officers."

ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain certain provisions that could have the effect of
delaying, deferring or preventing a change in control of the Company. These
provisions could limit the price that certain investors might be willing to pay
in the future for shares of the Common Stock. Certain of such provisions allow
the Company to issue without stockholder approval preferred stock having rights
senior to those of the Common Stock. Other provisions impose various procedural
and other requirements that could make it difficult for stockholders to effect
certain corporate actions. See "Description of Capital Stock--Certain Anti-
Takeover Effects" and "Description of Capital Stock--Preferred Stock."

DEPENDENCE ON GENERAL ECONOMIC CONDITIONS

Demand for professional IT and consulting services is also significantly
affected by the general level of economic activity. When economic activity
slows, clients may delay or cancel plans that involve the hiring of IT
consultants. The Company is unable to predict the level of economic activity at
any particular time, and fluctuations of conditions in the general economy
could adversely affect the Company's business, operating results and financial
condition.

ATTRACTION AND RETENTION OF SKILLED PROFESSIONALS

The Company's business involves the delivery of professional services and is
labor-intensive. The Company's success depends in large part upon its ability
to attract, develop, motivate and retain highly skilled IT professionals and
business consultants. Qualified IT professionals and business consultants are
in great demand and are likely to remain a limited resource for the foreseeable
future. There can be no assurance that the Company will be able to attract and
retain sufficient numbers of highly skilled IT professionals and business
consultants, and any inability to do so could impair the Company's ability to
adequately manage and complete its existing projects and to secure and complete
client engagements and as a result could have a material adverse effect on the
Company's business, operating results and financial condition. In addition,
even if the Company is able to expand its team of highly skilled IT
professionals and business consultants, the resources required to attract and
retain such employees may adversely affect the Company's operating margins. See
"Business--Human Resources."

COMPETITION

The market for consulting and IT services includes a large number of
competitors, is subject to rapid change and is highly competitive. Primary
competitors include participants from a variety of market segments, including
"Big Six" accounting firms, systems consulting and implementation firms,
application software firms, service groups of computer equipment companies,
outsourcing companies, systems integration companies and general management
consulting firms. Many of these competitors have significantly greater
financial, technical and marketing resources and greater name recognition than
the Company. The Company also competes with its clients' internal resources,
particularly where these resources represent a fixed cost to the client. Such
competition may impose additional pricing pressures on the Company. There can
be no assurance that the Company will compete successfully with its existing
competitors or with any new competitors. In addition, the Company is party to a
confidential settlement agreement with a "Big Six" accounting firm resulting
from certain litigation which contains certain non-competition and non-
solicitation provisions. There can be no assurance that the Company may not be
inhibited from soliciting certain potential clients. See "--Litigation and
Settlement" and "Business--Competition."

5
<PAGE>

PROJECT RISKS; FIXED PRICE CONTRACTS

Many of the Company's engagements involve projects that are critical to the
operations of its clients' businesses and provide benefits that may be
difficult to quantify. The Company's failure or inability to meet a client's
expectations in the performance of its services could give rise to claims
against the Company or damage the Company's reputation, adversely affecting its
business, operating results and financial condition. In addition, most of the
Company's contracts are terminable by the client with little or no notice to
the Company and without significant penalty. The Company derives a significant
portion of its revenues from large client projects involving significant dollar
values and the cancellation or significant reduction in the scope of a large
engagement could have a material adverse effect on the Company's business,
financial condition and results of operations.

The Company undertakes certain projects on a fixed-price basis, which is
distinguishable from the Company's principal method of billing on a time and
materials basis, and undertakes other projects on a capped-fee basis. The
failure of the Company to complete such projects within budget or below the cap
would expose the Company to risks associated with potentially unrecoverable
cost overruns. In addition, even when there is no fixed price or cap the
Company's failure or inability to meet a client's expectations with regard to
price could result in the refusal of a client to pay, all of which could have a
material adverse effect on the Company's business, operating results and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Overview."

CONCENTRATION OF REVENUES

Since its inception, the Company has derived a significant portion of its net
revenues from a relatively limited number of clients. For example, during the
period from its inception through January 2, 1998, the Company's ten most
significant clients accounted for approximately 39%, and two clients accounted
for 13%, of its net revenues. There can be no assurance that these clients will
continue to engage the Company for additional projects or do so at the same
revenue levels. Clients engage the Company on an assignment-by-assignment
basis, and a client can generally terminate a contract with little or no notice
to the Company and without significant penalty. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business--
Clients and Representative Solutions."

DEPENDENCE ON PRINCIPAL SERVICE OFFERINGS

The Company has derived a substantial portion of its revenues from projects
based primarily on package software implementation and, to a lesser degree,
Year 2000 issue consulting. Any factors negatively affecting the demand for
package software implementation could have a material adverse effect on the
Company's business, financial condition and results of operations. In addition,
the demand for Year 2000 consulting services is likely to decline as Year 2000
issues are resolved. Although the Company intends to use the business
relationships and knowledge of clients' systems obtained in providing Year 2000
consulting or package software implementation services to generate additional
projects for these clients, there can be no assurance that the Company will be
successful in generating any such additional business. See "Business--
Services."

RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON THIRD PARTY SOFTWARE OFFERINGS

The Company's success will depend in part on its ability to develop IT
solutions that keep pace with continuing changes in IT, evolving industry
standards and changing client preferences. There can be no assurance that the
Company will be successful in adequately addressing these developments on a
timely basis or that, if these developments are addressed, the Company will be
successful in the marketplace. In addition, there can be no assurance that
products or technologies developed by others will not render the Company's
services uncompetitive or obsolete. The Company's failure to address these
developments could have a material adverse effect on the Company's business,
operating results and financial condition.

The Company derives a significant portion of its revenue from projects in
which it implements software developed by third parties, such as PeopleSoft,
Inc. ("PeopleSoft") and Oracle Corporation ("Oracle"). The

6
<PAGE>

Company's future success in its package implementation consulting services
depends largely on its relationship with these organizations. There can be no
assurance that the Company will continue to maintain a favorable relationship
with these software developers. In addition, in the event that PeopleSoft and
Oracle are unable to maintain their leadership positions within the business
applications software market, if the Company's relationship with these
organizations deteriorates, or if these organizations elect to compete directly
with the Company, the Company's business, financial condition and results of
operations could be materially adversely affected. See "Business--Services."

RELIANCE ON KEY EXECUTIVES

The success of the Company is highly dependent upon the efforts, abilities,
business generation capabilities and project execution skills of its senior
leadership team. The loss of the services of any of its senior leadership team
for any reason could have a material adverse effect upon the Company's
business, operating results and financial condition, including its ability to
secure and complete engagements. The Company intends to obtain a key-man
insurance policy on Ted A. Fernandez, the Company's President, Chief Executive
Officer and Chairman.

INTELLECTUAL PROPERTY RIGHTS

The Company relies upon a combination of nondisclosure and other contractual
arrangements and trade secret, copyright and trademark laws to protect its
proprietary rights and the proprietary rights of third parties from whom the
Company licenses intellectual property. Although the Company enters into
confidentiality agreements with its employees and limits distribution of
proprietary information, there can be no assurance that the steps taken by the
Company in this regard will be adequate to deter misappropriation of
proprietary information or that the Company will be able to detect unauthorized
use and take appropriate steps to enforce its intellectual property rights.

Although the Company believes that its services do not infringe on the
intellectual property rights of others and that it has all rights necessary to
utilize the intellectual property employed in its business, the Company is
subject to the risk of claims alleging infringement of third-party intellectual
property rights. Any such claims could require the Company to spend significant
sums in litigation, pay damages, develop non-infringing intellectual property
or acquire licenses to the intellectual property which is the subject of
asserted infringement. See "Business--Intellectual Property Rights."

LITIGATION AND SETTLEMENT

Certain of the Company's key executives and other management employees
resigned from a "Big Six" accounting firm during the first quarter of 1997. The
accounting firm initiated litigation in connection with such resignations and
the formation of the Company arising out of activities alleged to have
constituted a breach of non-competition and non-solicitation obligations. This
litigation was settled, and the Company, its key executives, certain other
management employees and certain of its stockholders are subject to certain
provisions contained in a confidential settlement agreement among such persons
and the accounting firm (the "Settlement Agreement"). The Settlement Agreement
prohibits the Company from soliciting or hiring the accounting firm's
employees, and from soliciting or servicing certain of its clients, and
prohibits the accounting firm from soliciting the Company's employees, for a
period of two years commencing December 31, 1996. Subsequent to the execution
of the Settlement Agreement, the accounting firm asserted through legal
proceedings that the Company and its executives and employees had conducted
activities prohibited by the Settlement Agreement. The Company vigorously
denied such assertions, and the accounting firm's claims in these respects were
rejected by the court with jurisdiction over the Settlement Agreement. The
Company and its executives and management believe that they can operate and
grow the Company despite the limitations imposed by the Settlement Agreement.
The Company, its key executives and management employees intend to continue to
abide by the terms of the Settlement Agreement. There can be no assurance,
however, that future claims will not be asserted by the accounting firm. See
"Business--Legal Proceedings."

7
<PAGE>

SIGNIFICANT UNALLOCATED NET PROCEEDS

A substantial majority of the anticipated net proceeds of the Offering has
not been designated for specific uses. Therefore, the Company's management will
have broad discretion with respect to the use of the net proceeds of the
Offering. See "Use of Proceeds."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common Stock.
Consequently, the initial public offering price per share of the Common Stock
will be determined by negotiations among management of the Company and Morgan
Stanley & Co. Incorporated ("Morgan Stanley") the representative of the
Underwriters (the "Representative"). See "Underwriting" for factors to be
considered in determining the initial public offering price per share.
Application has been made for quotation of the Common Stock on the Nasdaq
National Market; however, there can be no assurance that an active trading
market will develop and be sustained after the Offering. The market price of
the Common Stock may fluctuate substantially due to a variety of factors,
including quarterly fluctuations in results of operations, adverse
circumstances affecting the introduction or market acceptance of new services
offered by the Company, announcements of new services by competitors, changes
in earnings estimates by analysts, changes in accounting principles, sales of
Common Stock by existing holders, loss of key personnel and other factors. In
addition, the stock market is subject to extreme price and volume fluctuations.
This volatility has often had a significant effect on the market prices of
securities issued by many companies for reasons unrelated to the operating
performance of these companies. In the past, following periods of volatility in
the market price of a company's securities, securities class action litigation
has often been instituted against such a company. Any such litigation
instigated against the Company could result in substantial costs and a
diversion of management's attention and resources, which could have a material
adverse effect on the Company's business, operating results and financial
condition.

IMMEDIATE AND SUBSTANTIAL DILUTION

The initial public offering price per share of Common Stock is substantially
higher than the net tangible book value per share of the Common Stock.
Purchasers of shares of Common Stock in the Offering will experience immediate
and substantial dilution of $ in the net tangible book value per share of
Common Stock. To the extent outstanding options to purchase the Company's
Common Stock are exercised, there will be further dilution. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS AGREEMENTS

Sales of substantial amounts of Common Stock in the public market following
the Offering could adversely affect the prevailing market price of the Common
Stock and the Company's ability to raise capital in the future. Upon completion
of the Offering, the Company will have a total of shares of Common Stock
outstanding, based on an assumed public offering price of $ , of which the
Shares offered hereby will be freely tradable without restriction under the
Securities Act of 1933, as amended (the "Securities Act"), by persons other
than "affiliates" of the Company, as defined under the Securities Act. The
remaining shares of Common Stock outstanding are "restricted securities" as
that term is defined by Rule 144 promulgated under the Securities Act (the
"Restricted Shares"). None of the Restricted Shares will be eligible for sale
in the public market on the date of this Prospectus. Following the period
ending 180 days after the date of this Prospectus, an additional shares
will be eligible for sale in the public market subject to Rule 144 under the
Securities Act. See "Shares Eligible for Future Sale--Lock-up Agreements."

Following the date of this Prospectus, the Company intends to register on one
or more registration statements on Form S-8 approximately shares of Common
Stock issuable under its 1998 Stock Option and Incentive Plan (the "Stock
Option and Incentive Plan"). Of the shares issuable under the Stock Option
and Incentive Plan, shares are subject to outstanding options as of ,
1998. See "Management--Stock Plan," "Certain Transactions" and "Shares Eligible
for Future Sale."

8
<PAGE>

Upon completion of the Offering, the holders of approximately shares of
Common Stock will be entitled to certain registration rights with respect to
such shares. If such holders, by exercising their registration rights, cause a
large number of shares to be registered and sold in the public market, such
sales could have an adverse effect on the market price of the Common Stock. In
addition, if the Company is required, pursuant to such registration rights, to
include shares held by such persons in a registration statement which the
Company files to raise additional capital, the inclusion of such shares could
have an adverse effect on the Company's ability to raise needed capital. See
"Certain Transactions" and "Shares Eligible for Future Sale."

9
<PAGE>

THE COMPANY

The Company was incorporated on April 23, 1997 as a Florida corporation and
will be reincorporated in Delaware immediately prior to the Offering. See
"Description of Capital Stock."

The Company maintains its principal executive offices at 1001 Brickell Bay
Drive, Suite 3000, Miami, Florida 33131. The Company's telephone number is
(305) 375-8005 and its Internet address is http://www.answerthink.com.
Information contained in the Company's worldwide web site is not a part of
this Prospectus.

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be $
($ if the Underwriters exercise their over-allotment option in full), at an
assumed initial public offering price of $ per share (the mid-point of the
range set forth on the cover of this Prospectus) and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company. The Company will use a portion of the net proceeds to repay
$8.2 million borrowed under its credit facility (the "Credit Facility") with
BankBoston, N.A. ("BankBoston"), which as of January 2, 1998 bears interest at
a weighted average rate of 8.5% per annum. The Company's borrowings under the
Credit Facility were used for acquisitions. The Company will also use $3.75
million of the net proceeds to retire a portion of a promissory note,
currently bearing interest at the rate of 12.0% per annum, issued to the sole
stockholder of the Hackett Group in connection with the Company's acquisition
of that entity. The balance of the net proceeds, or approximately $ , will
be used for working capital, potential acquisitions and general corporate
purposes. The Company does not currently have any agreements, arrangements or
understandings with respect to any future acquisitions, and no portion of the
net proceeds has been allocated for any specific acquisition. Pending their
use as described in this Prospectus, the net proceeds of the Offering will be
invested in short-term, interest-bearing, investment-grade securities. The
Company will not receive any proceeds from the sale of shares of Common Stock
by the Selling Stockholders. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--The Acquisitions" and "--
Liquidity and Capital Resources."

DIVIDEND POLICY

The Company does not expect to pay any cash dividends on its Common Stock in
the foreseeable future. It is the present policy of the Company's Board of
Directors to retain earnings, if any, for use in the operation of the
Company's business. In addition, under the terms of the Credit Facility, the
Company is restricted from paying dividends to its stockholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

10
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
January 2, 1998 and as adjusted for (i) the Conversion and (ii) to give effect
to the sale by the Company of Shares of Common Stock in the Offering at an
assumed initial public offering price of $ per Share (the mid-point of the
range set forth on the cover of this Prospectus) and the application of the
estimated net proceeds therefrom. See "Use of Proceeds." This table is
qualified in its entirety by, and should be read in conjunction with, the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
AS OF
JANUARY 2, 1998
------------------------------
AS ADJUSTED FOR THE
CONVERSION AND
ACTUAL (4) THE OFFERING (5)
---------- -------------------
(IN THOUSANDS)
<S> <C> <C>
Long-term liabilities........................... $ 12,200 $
-------- ----
Convertible Preferred Stock, $.001 par value,
7,200,000 authorized; 3,346,732 issued and
outstanding at January 2, 1998 (1)............. 10,040
-------- ----
Stockholders' equity
Common stock, $.001 par value, 100,000,000
authorized; 46,757,184 issued and outstanding
(2).......................................... 47
Additional paid-in capital.................... 13,546
Unearned compensation--restricted stock (3)... (657)
Accumulated deficit........................... (12,090)
-------- ----
Total stockholders' equity.................. 846
-------- ----
Total capitalization...................... $ 23,086 $
======== ====
</TABLE>
- - --------
(1) 3,653,268 shares were issued and converted prior to January 2, 1998.
(2) Excludes 1,415,812 shares of Common Stock subject to issuance under
options outstanding as of January 2, 1998.
(3) Reflects unearned compensation expense, incurred as a result of restricted
stock issued to employees of acquired companies. See Note 9 of Notes to
Consolidated Financial Statements.
(4) Reflects the capital structure of the Company prior to the
Reincorporation.
(5) Reflects the capital structure of the Company after the Reincorporation.

11
<PAGE>

DILUTION

The Company's net tangible deficiency at January 2, 1998 was $(11.6
million), or $(.25) per share. Net tangible deficiency per share represents
the Company's net tangible deficiency (net tangible assets less total
liabilities and Convertible Preferred Stock) divided by the number of shares
of Common Stock outstanding, including shares subject to vesting and
performance criteria. Without taking into account any other changes in the net
tangible book value after January 2, 1998, other than to give effect to the
Conversion and sale of shares of Common Stock in the Offering by the
Company at an assumed initial public offering price of $ per share, and
after deducting underwriting discounts and commissions and estimated offering
expenses payable by the Company, the net tangible book value of the Company as
of January 2, 1998 would have been $ , or $ per share. This represents an
immediate increase in net tangible book value of $ per share to existing
stockholders and an immediate dilution in net tangible book value of $ per
share to purchasers of Common Stock in this Offering. The following table
illustrates this dilution:

<TABLE>
<S> <C>
Assumed initial public offering price per share............................ $
----
Increase per share attributable to new investors.........................
----
Net tangible book value per share after the Offering.......................
----
Dilution per share to new investors........................................ $
====
</TABLE>

The following table summarizes, as of January 2, 1998 after giving effect to
the Offering, the differences between the number of shares of Common Stock
purchased in the Offering, the total consideration paid to the Company and the
average price per share paid by the existing stockholders and by the new
investors (based upon an assumed initial public offering price of $ per
share, before deduction of estimated underwriting discounts and Offering
expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------- ----------------------- PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
------ ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders..... % $ % $ (1)
New investors............. % %
--- --- ---------- ---------
Total................... % $ %
=== === ========== =========
</TABLE>
- - --------
(1) The average price per share paid by existing stockholders is $ .

The foregoing table assumes no exercise of the Underwriters' over-allotment
option and no exercise of stock options outstanding as of January 2, 1998. As
of January 2, 1998, there were options outstanding to purchase 1,415,812
shares of Common Stock at an average exercise price of $1.25. To the extent
any of these options are exercised, there will be further dilution to new
investors. See "Risk Factors--Shares Eligible for Future Sale; Registration
Rights Agreements."

12
<PAGE>

SELECTED CONSOLIDATED FINANCIAL AND PRO FORMA DATA

The following selected consolidated financial data for the period from April
23, 1997 (inception) to January 2, 1998 (the "Inception Period") and as of
January 2, 1998 are derived from the Company's Consolidated Financial
Statements and related Notes thereto, which have been audited by Coopers &
Lybrand L.L.P., independent accountants and which appear elsewhere in this
Prospectus. The following selected pro forma financial data are derived from
the Company's Unaudited Pro Forma Consolidated Financial Information appearing
elsewhere in this Prospectus. The Pro Forma Statement of Operations Data for
the Inception Period give effect to the Acquisitions as if they had been
completed on April 23, 1997. As adjusted information gives effect to the
Conversion and completion of the Offering at an assumed initial public
offering price of $ per share and the application of the estimated net
proceeds therefrom.

The selected consolidated financial data should be read in conjunction with
the Company's Consolidated Financial Statements and related Notes thereto and
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the pro forma financial data should be read in conjunction
with the Unaudited Pro Forma Consolidated Financial Information of the Company
and the related notes thereto. Management believes the assumptions used in the
Unaudited Pro Forma Consolidated Financial Information provide a reasonable
basis on which to present the pro forma financial data. The pro forma
financial data are provided for informational purposes only and should not be
construed to be indicative of the Company's financial position or results of
operations had the transactions and events described in the notes thereto been
consummated on the dates assumed and are not intended to project the Company's
financial condition or results of operations on any future date or for any
future period.

<TABLE>
<CAPTION>
APRIL 23, 1997 (INCEPTION)
TO JANUARY 2, 1998
---------------------------------------
PRO FORMA
ACTUAL AS ADJUSTED(1)
----------------- --------------------
(IN THOUSANDS,
EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Net revenues............................. $ 14,848 $ 28,817
Costs and expenses:
Project personnel and expenses......... 13,333 20,002
Selling, general and administrative.... 8,085 14,005
Settlement costs....................... 1,903 1,903
----------------- --------------
Total costs and operating expenses... 23,321 35,910
----------------- --------------
Loss from operations................... (8,473) (7,093)
Other income (expense):
In-process research and development
technology............................ (4,000) (4,000)
Interest income........................ 498 526
Interest expense....................... (115) --
----------------- --------------
Net loss................................. $ (12,090) $ (10,567)
================= ==============
Net loss per common share--basic and
diluted............................... $ (.95) $
================= ==============
Weighted average common shares
outstanding............................. 12,684,637
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
AS OF JANUARY 2, 1998
----------------------
ACTUAL AS ADJUSTED(2)
------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.......................................... $ 8,180
Total assets............................................. 28,650
Total long-term liabilities.............................. 12,200
Convertible Preferred Stock.............................. 10,040
Total stockholders' equity............................... $ 846
</TABLE>
- - --------
(1) Gives effect to (i) the Acquisitions, (ii) the Conversion and (iii) the
sale of Shares of Common Stock in the Offering by the Company at an
assumed initial public offering price of $ per Share and the
application of the estimated net proceeds therefrom which results in a
reduction in interest expense of approximately $535,000. See "Use of
Proceeds," "Management's Discussion and Analysis of Financial Condition
and Results of Operations--The Acquisitions" and "Index to Financial
Statements--Unaudited Pro Forma Consolidated Financial Information."
(2) Adjusted to reflect (i) the Conversion and (ii) the sale of Shares of
Common Stock in the Offering by the Company at an assumed initial public
offering price of $ per Share and the application of the estimated net
proceeds therefrom. See "Use of Proceeds."

14
<PAGE>

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

OVERVIEW

AnswerThink is a rapidly growing provider of knowledge-based consulting and
IT services to Fortune 1000 companies and other sophisticated buyers. The
Company began operations on April 23, 1997. The Company's primary activities
during its initial stages consisted of recruiting consultants and developing
and building a service delivery model and the underlying information systems to
support the future growth of the business. Concurrent with this effort, the
Company embarked on an aggressive acquisition strategy that resulted in three
significant acquisitions during 1997 (the "Acquisitions"). The Company's
operations during the Inception Period resulted in a loss of $12.1 million
which was attributable to the developmental nature of the business during the
start-up phase and to a $4.0 million charge for in-process research and
development technology recognized in connection with AnswerThink's acquisition
of the Hackett Group.

The Company recognizes revenues on contracts as work is performed,
principally on a time and materials basis. For projects billed on a time and
materials basis, the Company recognizes revenue based on the number of hours
worked by consultants at an agreed-upon rate per hour. The Company believes the
financial risk under these types of arrangements is mitigated by the fact that
clients retain the financial risk associated with implementing projects. The
Company also undertakes certain projects, usually short-term, on a capped-fee
basis for which revenues are recognized on a percentage of completion method
based on project hours worked. The Company anticipates that the majority of its
work will continue to be performed on a time and materials basis. See "Risk
Factors--Project Risks; Fixed Price Contracts."

The Company's revenue growth is directly tied to its ability to attract and
retain new consultants to service its increasing client base. The most
significant expense for the Company is the project personnel and related costs
associated with its consultants. The market for skilled consultants is highly
competitive and is characterized by very high demand with a relatively small
pool of qualified personnel. The ability of the Company to manage consultant
utilization, contain payroll costs and control employee turnover costs in light
of these market forces will have a significant impact on its profitability. To
help address these concerns, the Company grants restricted shares of Common
Stock or Common Stock options to all employees including those of acquired
companies. Awards of restricted stock and stock options generally vest over
four to six years.

The Company will recognize substantial non-cash compensation expense if
certain future events occur which will result in the vesting of certain
restricted shares of Common Stock. In connection with the formation of the
Company, (i) five of the Company's senior managers and one director received
5,440,000 restricted shares of Common Stock which will vest (a) in their
entirety at such time following completion of the Offering as the average
closing price per share of the Common Stock exceeds $7.50 per share for any
consecutive 30-day trading period, or (b) in whole or in part, but not later
than April 23, 2003, upon a change of control or a sale of all or substantially
all of the Company's assets tied to certain target rates of return received by
certain investors in the Company, and (ii) two managing directors of separate
business units of the Company each received 800,000 restricted shares of Common
Stock, which will vest upon the occurrence of (a) or (b) above, and the
achievement by such managing director's business unit of certain revenue
targets prior to June 30, 2000. In the event the restricted shares held by any
of these eight individuals vest, the Company will recognize a non-cash
compensation charge on the date such shares vest equal to the aggregate fair
market value of the shares vesting on such date. Management expects that these
charges will be recognized in the first or second quarter of 1998. Although
these charges will be non-cash in nature and will not negatively impact
stockholders' equity, they will have a material adverse impact on the Company's
reported earnings. The Company believes that such issuances were critical to
its ability to attract and retain qualified personnel during the Company's
crucial start-up phase. See "Risk Factors--Substantial Non-Cash Compensation
Expense."

15
<PAGE>

THE ACQUISITIONS

All acquisitions completed by the Company have been accounted for under the
purchase method of accounting. Accordingly, the historical Consolidated
Financial Statements of the Company include the operating results of the
acquired businesses from the date of each respective acquisition.

On August 1, 1997, the Company acquired Relational Technologies, Inc.
("RTI"), a Georgia-based information technology consulting and Oracle software
implementation company. RTI focuses on the implementation of Oracle
manufacturing, financial and human resources applications. Through the
acquisition of RTI, the Company became an Oracle Business Alliance Member,
which enables the Company to market Oracle applications products to its
customers. RTI was acquired for 2,441,400 restricted shares of Common Stock
issued to RTI's shareholders.

On October 13, 1997, the Company completed its acquisition of the Hackett
Group, an Ohio-based consulting firm specializing in benchmarking and process
transformation. The Hackett Group, through its proprietary "best-practice"
database focuses on the efficiency of such organizational functions as finance,
human resources, IT services and supply chain management. The Company acquired
all of the Hackett Group's outstanding shares from its sole stockholder,
Gregory P. Hackett. The original purchase price was paid in the form of $6.5
million in cash, a $5.1 million promissory note, and 888,000 restricted shares
of Common Stock. The note and the restricted shares were subject to certain
earn-out provisions. On March 12, 1998, Mr. Hackett and the Company amended the
terms of the acquisition to waive the earn-out provisions.

On November 12, 1997, the Company acquired all the outstanding shares of
Delphi Partners, Inc., ("Delphi"), a New Jersey-based PeopleSoft application
solutions and information technology consulting company. Delphi focuses on the
implementation of PeopleSoft financial, human resources and manufacturing
applications. Through the acquisition of Delphi, the Company became a
PeopleSoft Implementation Partner. The total acquisition consideration paid
consisted of $7.4 million in cash and 1,120,000 restricted shares of Common
Stock issued to Delphi shareholders. The sellers of Delphi will also receive up
to $2.5 million to be paid by April 30, 1999 upon the achievement of certain
pre-tax profit targets related to the performance of Delphi during 1998.

RESULTS OF OPERATIONS

In order to highlight the impact of the developmental activity during the
start-up phase of the business and the timing and size of the Acquisitions,
selected unaudited quarterly data are presented herein for a more meaningful
analysis of the Company's operating results for the Inception Period. The
following table sets forth, for the periods indicated, the Company's unaudited
results of operations and the percentage relationship to net revenues of such
results. This information has been prepared on the same basis as the
Consolidated Financial Statements and, in the opinion of the Company's
management, reflects all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the information for the
periods presented.

<TABLE>
<CAPTION>
APRIL 23, 1997 THREE MONTHS ENDED APRIL 23, 1997
(INCEPTION) -------------------------------- (INCEPTION)
TO JUNE 30, SEPTEMBER 30, JANUARY 2, TO JANUARY 2,
1997 1997 1998 1998
----------------- --------------- -------------- ---------------
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues............. $ 62 100.0% $ 2,698 100.0 % $12,088 100.0 % $ 14,848 100.0 %
Costs and expenses:
Project personnel and
related expenses....... 1,616 nm 3,730 138.3 7,987 66.1 13,333 89.8
Selling, general and
administrative......... 1,290 nm 2,932 108.7 3,863 32.0 8,085 54.5
Settlement costs........ 1,756 nm 125 4.6 22 0.1 1,903 12.8
-------- ------ ------- ------ ------- ----- -------- -----
Total costs and
operating expenses..... 4,662 nm 6,787 251.6 11,872 98.2 23,321 157.1
Income (loss) from
operations.............. (4,600) nm (4,089) (151.6) 216 1.8 (8,473) (57.1)
In-process research and
development technology.. -- -- -- -- (4,000) (33.1) (4,000) (26.9)
Interest income
(expense), net.......... 252 406.5 194 7.2 (63) (0.5) 383 2.6
-------- ------ ------- ------ ------- ----- -------- -----
Net loss................. $ (4,348) nm $(3,895) (144.4)% $(3,847) (31.8)% $(12,090) (81.4)%
======== ====== ======= ====== ======= ===== ======== =====
</TABLE>

16
<PAGE>

Net Revenues. Net revenues for the Inception Period were $14.8 million. The
Company achieved month-to-month net revenue increases by increasing the number
of services delivered to new clients, as well as leveraging the Company's
existing client base by undertaking additional projects for these clients. The
number of active clients served increased from one at June 30, 1997, to 27 at
September 30, 1997 and to 112 at January 2, 1998. Net revenues increased during
the three months ended September 30, 1997 primarily as a result of the
acquisition of RTI. The net revenues increase during the three months ended
January 2, 1998 resulted from the acquisitions of the Hackett Group and Delphi,
as well as an increase in the total number of clients served.

Project Personnel and Related Expenses. During its start-up phase, the
Company invested a significant amount of project resources to develop its
service delivery model and the related management information systems in order
to position the Company for future growth. Project personnel and related
expenses amounted to $13.3 million, or 89.8% of net revenues, for the Inception
Period. The Company increased the number of project personnel through
recruiting efforts and the Acquisitions. The Company grew to 37 project
personnel at June 30, 1997, to 142 at September 30, 1997 and to 267 at January
2, 1998. Project personnel and related expenses as a percent of net revenues
decreased over each three-month period and was 66.1% for the three months ended
January 2, 1998. The decrease in project personnel and related expenses as a
percentage of net revenues resulted primarily from higher utilization as the
personnel of the acquired entities were already deployed to existing clients.

Selling, General and Administrative. Selling, general and administrative
expenses for the Inception Period totaled $8.1 million, or 54.5% of net
revenues. Functional support personnel increased from 12 at June 30, 1997, to
37 at September 30, 1997 and to 63 at January 2, 1998. This increase and
resulting personnel costs were incurred to create an infrastructure that could
support a rapidly growing organization with the ability to integrate strategic
acquisitions. The primary expenditures were made in the sales and marketing and
recruiting and service delivery systems functions. Selling, general and
administrative expenses as a percent of net revenues decreased significantly
over each three-month period and were 32.0% for the three months ended January
2, 1998. The decrease in selling, general and administrative expenses as a
percentage of net revenues resulted primarily from the lower level of selling,
general and administrative costs incurred by the acquired companies.

Settlement Costs. Settlement costs totaled $1.9 million, or 12.8% of net
revenues, for the Inception Period. Settlement costs consisted primarily of (i)
payments to certain key executives and certain other management employees of
the Company relating to the obligations assumed by the Company for compensation
earned during the period from December 1, 1996 to the date of the Company's
inception (the "Dispute Period") by such employees, and (ii) legal fees
incurred in connection with the ensuing litigation. See "Business--Legal
Proceedings." The substantial majority of these costs were incurred during the
first three months of the Company's operations before the matter was settled.

In-process Research and Development Technology. The in-process research and
development technology charge of $4.0 million resulted from the acquisition of
the Hackett Group. This charge was recorded during the quarter ended January 2,
1998 and is considered a non-recurring item.

Interest Income (Expense), Net. Net interest income amounted to $383,000, or
2.6% of net revenues, for the Inception Period. The majority of the interest
income was earned in the first six months of the Company's operations as the
initial capitalization of the Company was placed in short-term investments. The
invested cash and borrowed funds were used to complete the Hackett Group and
Delphi acquisitions mentioned previously, thereby causing the Company to be a
net borrower of funds for the three months ended January 2, 1998.

AVAILABILITY OF NET OPERATING LOSSES

The Company generated a tax loss of approximately $8.0 million during the
Inception Period. Current accounting standards require that future tax
benefits, such as net operating losses, be recognized to the extent that
realization of such benefits is more likely than not. In light of the loss
experienced during the Inception Period, a valuation allowance has been
established for the entire amount of the net operating loss carryforward.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company was formed in April 1997 with $20.4 million of capital raised
through the issuance of Class A Preferred to the Initial Investors, as
defined. The Company issued additional shares of Class A Preferred in July
1997 to certain executives for $600,000. Subsequent to January 2, 1998, the
Company issued additional shares of Class A Preferred to certain of the
Initial Investors and their affiliates for aggregate consideration of
$600,000. Immediately prior to the Reincorporation, each outstanding share of
Class A Preferred will be converted into four shares of Common Stock. See
"Description of Capital Stock" and "Shares Available for Future Sale."

In connection with the acquisition of the Hackett Group, the Company issued
a $5.1 million promissory note to the sole stockholder of the Hackett Group,
subject to certain earn-out provisions. This note is payable in three separate
installments. The first installment obligation is $3.75 million, bears
interest at a rate of 12% per annum and was originally due March 31, 1998. The
second installment obligation of $497,000 is due March 31, 1999, and the third
installment obligation of $896,000 is due March 31, 2000. The obligations for
the second and third installment payments bear interest at a rate of 8% per
annum. In connection with the amendment to the terms of the Hackett Group
acquisition on March 12, 1998, Mr. Hackett agreed to extend the due date on
the $3.75 million installment from March 31, 1998 to the earlier of the
completion of the Offering or January 15, 1999, and the Company agreed to
waive the earn-out provisions. The Company intends to repay that obligation
with a portion of the proceeds from the Offering. See "Use of Proceeds."

On November 7, 1997, the Company entered into an agreement with BankBoston,
N.A., for a $10.0 million revolving credit facility for acquisitions, which
amount could be increased to $20.0 million if certain future earnings and
performance criteria are satisfied. The Credit Facility is secured by
substantially all of the Company's assets and contains certain restrictive
covenants. Amounts outstanding under the Credit Facility will be repaid with a
portion of the proceeds of the Offering. At January 2, 1998, the Company had
an outstanding balance of $8.2 million at a weighted average annual interest
rate of 8.5% under the Credit Facility.

On March 5, 1998, the Company issued 33,333 shares of Class B Preferred for
aggregate consideration of $500,000 to an affiliate of BankBoston. Immediately
prior to the Reincorporation, each outstanding share of Class B Preferred will
be converted into four shares of Common Stock.

As part of the Acquisitions, the Company utilized approximately $12.7
million of cash, net of cash acquired, to complete the purchases of the
Hackett Group and Delphi stock in October and November, 1997 respectively.
Additionally, the Company invested approximately $2.1 million in computer
hardware and software and telecommunications equipment to develop its
infrastructure in support of future growth plans. During the Inception Period,
net cash used by the Company in operating activities amounted to approximately
$11.2 million, principally to cover operating losses and to fund working
capital. At January 2, 1998, the Company had cash and cash equivalents of
approximately $3.2 million.

The Company believes that the proceeds from the Offering and funds available
under the Credit Facility or that may be generated from operations will be
sufficient to finance the Company's currently anticipated working capital
requirements through the end of 1998. There can be no assurance, however, that
the Company's actual needs will not exceed anticipated levels or that the
Company will generate sufficient revenues or have sufficient funds available
under the Credit Facility to fund its operations in the absence of other
sources. There also can be no assurance that any additional required financing
will be available through additional bank borrowings, debt or equity offerings
or otherwise, or that if such financing is available, that it will be
available on terms favorable to the Company.

YEAR 2000 ISSUE

Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000 (the "Year 2000 Issue"). All of the Company's systems have been
recently implemented and are Year 2000 compliant. The Company believes the
Year 2000 Issue will not have a material adverse impact on the Company's
financial condition or results of operation.

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<PAGE>

BUSINESS

AnswerThink is a rapidly growing provider of knowledge-based consulting and
IT services to Fortune 1000 companies and other sophisticated buyers. The
Company addresses its clients' strategic business needs by offering a wide
range of integrated services or solutions, including benchmarking, process
transformation, software package implementation, electronic commerce, decision
support technology, technology architecture and integration and Year 2000
solutions. These solutions target a client's specific business functions
(finance and administration, human resources, IT, sales and customer support,
and supply chain management) and allow a business to reach beyond the
enterprise and link the people, processes and technologies of the extended
organization or "Interprise." AnswerThink markets its services to senior
executives in organizations where business transformation and technology-
enabled change can have a significant competitive impact.

AnswerThink leverages its knowledge base to propose solutions to its clients'
most critical and complex business problems. The Company delivers its services
through multidisciplinary project teams that include professionals with both IT
and business expertise. The Company's knowledge-based approach to consulting
combines the knowledge and experience of its consultants with "best-practice"
process solutions and a benchmarking database developed by the Hackett Group.
The Company believes its highly focused service delivery model provides its
customers with a lower risk of delivery and a faster time to benefit as
compared to the linear, "methodology based" processes employed by many other IT
consulting firms.

On a pro forma basis, net revenues for the Inception Period were $28.8
million based on service to more than 225 clients during that period. The
Company has served a broad range of clients, including Avon Products, Florida
Power & Light, Ford Visteon, International Paper and Lucent Technologies.

INDUSTRY OVERVIEW

In today's climate of intense global competition and accelerating
technological change, companies are increasingly turning to technology-enabled
solutions to improve their productivity and competitive positioning. In this
environment, IT is viewed not as an isolated back office function but rather as
a critical component of organizational strategy. IT deployment decisions are
increasingly made on an enterprise-wide level by senior executives.

The migration of technology from the back office to desktops throughout the
enterprise has created a wide range of business opportunities. Data that was
once collected nightly or weekly and used to analyze events retrospectively can
now be deployed to manage an entire enterprise in real time. Custom-developed
software that once produced reports that allowed managers to analyze what had
happened is being replaced by enterprise-wide packaged software applications
capable of linking manufacturing, sales, distribution and finance functions and
helping decision-makers shape what will happen. This enterprise-wide software
is being deployed in geographically dispersed, complicated technology
environments. The multitude of different protocols, operating systems, devices
and architectures makes deployment of technology solutions a difficult
challenge. Companies must also continually keep pace with new developments,
which often render existing equipment and internal skills obsolete. At the same
time, external economic factors have forced organizations to focus on core

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<PAGE>

competencies and trim workforces. Accordingly, these organizations often lack
the quantity or variety of IT skills necessary to design and implement
comprehensive IT solutions.

The shortage of skilled IT professionals and the complexity of IT solutions
have pushed senior executives to increasingly rely on outside specialists to
help them execute IT strategies and, as a result, demand for consulting
services is expected to continue to grow rapidly. According to industry
sources, the worldwide market for IT consulting and system integration services
was estimated at $53.7 billion in 1996 with a projected market of $96.3 billion
for 2001, a 12.4% growth rate. In addition, the domestic IT consulting and
system integration service market is projected to grow from $26.0 billion in
1996 to $48.3 billion in 2001, a 13.2% growth rate.

Although the market for IT services is robust, the Company believes that many
buyers are investing heavily in IT solutions that are not yielding the desired
benefits or that are not being implemented on time. Generally, companies who
turn to IT consultants to help implement these investments choose between
"tactical" solution providers and larger organizations such as the "Big Six"
accounting firms that offer more comprehensive services. The Company believes
that tactical solution providers which focus on limited functionality
requirements (such as application development and staff augmentation) often do
not address broader strategic business and IT goals that are critical to the
customer and the success of the IT solutions implemented. At the same time, the
Company believes that larger IT consulting firms, with their complex or
fragmented organizational models, high turnover rates and use of linear
"methodology-based" processes (which propose solutions only after extensive
studies of a particular client's business problems), often fail to deliver the
right IT solutions on time and on budget. In AnswerThink's view, companies
today require strategic service providers that have a comprehensive
understanding of the relevant business issues, the ability to design and
implement integrated solutions that can help them meet their strategic business
goals as they evolve and the skills and tools necessary to deliver solutions in
a timely and cost-effective manner.

THE ANSWERTHINK SOLUTION

AnswerThink does more than just study problems. It identifies and answers the
questions at the outset of an engagement which allow it to propose and
implement solutions on time and on budget. By using its knowledge-based
delivery process and employing experienced, multidisciplinary consulting teams,
the Company is able to reduce both the risk of delivery and time of
implementation of its projects. The Company believes this approach appeals to
senior executives seeking solutions to complex business and IT problems.

Key elements of AnswerThink's strategic IT services delivery approach are:

. Senior Leadership and Delivery Expertise. AnswerThink's leadership team
has extensive experience in providing IT consulting and system
integration services. AnswerThink's executive officers and senior
managers have, on average, 15 years of experience in consulting and in
the delivery of IT services. The Company's practice area leaders have
built strong reputations in their areas of expertise. The Company has
leveraged this experience to build an organizational model, market
strategy and knowledge-based service delivery process enabling the
Company to deliver highly-focused, results-oriented, comprehensive IT
solutions for sophisticated buyers of technology-enabled solutions.

. Interprise Focus. The Company believes that success in today's business
environment requires excellence in communication and collaboration, not
just within the corporate enterprise, but across the network of
customers, suppliers, strategic partners and others which together form
the extended enterprise--what the Company refers to as the "Interprise"
business model. AnswerThink provides IT solutions to help its clients
succeed in this Interprise environment, which demands the assimilation
and integration of data from both internal and external sources.

. Multidisciplinary Solution Teams. IT service providers must understand
underlying business issues so they can better design, implement and
integrate effective IT solutions. AnswerThink provides solutions in the
areas of process transformation and benchmarking, software package
implementation and advanced technologies integration. AnswerThink
delivers these solutions through multidisciplinary teams of professionals
with experience in these areas that deliver solutions for each of the
specific business

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<PAGE>

functions in an organization. These teams target finance, administration
and human resources ("CFO | solutionsSM"), information technology
("CIO | solutionsSM"), sales and customer support
("Customer | solutionsSM"), and supply chain management ("Interprise
Supply Chain | solutionsSM"). By assembling multidisciplinary teams of
professionals for an engagement, the Company believes it can provide
superior technology-enabled solutions to its clients.

. Knowledge-based Delivery. AnswerThink, primarily through its Hackett
Group, has developed and continuously refines a proprietary database of
"best-practice" organizational solutions and benchmarks from more than
1,100 companies. This database enables AnswerThink to identify for its
clients areas of strength and weakness in their organizations relative to
their peers. Relevant aspects of this accumulated knowledge can be
incorporated quickly into the Company's analysis for new engagements,
allowing AnswerThink to provide proven and effective solutions. In
addition, AnswerThink's internal information systems and corporate
culture enable it to capture knowledge from previous consulting
engagements and share it throughout the organization to allow AnswerThink
to identify and solve the problems of other clients in future
engagements. The Company is in the final stages of developing and
employing MindShareSM, a proprietary intranet knowledge management system
that will capture, index and disseminate the combined knowledge and
experiences of its consultants.

GROWTH STRATEGY

The Company's goal is to become a leading global provider of knowledge-based
consulting and IT services. AnswerThink's strategy to achieve this goal
includes the following elements:

. Maintain a Culture Designed for Rapid Growth. The Company believes that
its dynamic, entrepreneurial culture is particularly attractive to
consultants seeking new, non-traditional work environments. The Company
recognizes that to be a leading global consulting and IT services
organization, it must continue to recruit and, more importantly, retain
qualified and experienced professionals with the consulting and IT skills
currently in high demand. Many AnswerThink consultants were previously
employed at traditional consulting and IT services firms. The Company
recruits and retains consultants by offering attractive base and
incentive compensation packages that include equity ownership
opportunities. All AnswerThink employees currently have an equity
interest in the Company.

. Develop and Expand Client Relationships. AnswerThink has developed a
direct, high-level sales organization that encourages its sales
professionals to pursue, establish and maintain close relationships with
senior management of Fortune 1000 companies. Since inception, AnswerThink
has provided consulting and other IT services to Fortune 1000 companies
including engagements for limited types of services for a single division
or business unit. With its growing service offerings, experienced
management and the structure of its sales organization, the Company
believes that it has a significant advantage in cross-selling additional
services and solutions to its client base. A number of clients have
expanded their relationship with AnswerThink both in terms of revenue and
types of services purchased. In addition, the Company intends to target
new clients by (i) continuing to leverage and expand the Company's direct
sales force, (ii) increasing the hiring of consultants with existing
client relationships and (iii) pursuing referrals from existing clients
and third-party organizations including hardware partners, software
partners and industry research organizations.

. Leverage and Expand Scalable Infrastructure. AnswerThink's senior
management team has extensive experience managing a large-scale IT
services organization. Since inception, the Company has invested in the
development of service delivery processes and the underlying systems to
build the foundation for a global consulting and IT services company. In
addition, AnswerThink has invested significant resources to capture and
retain critical information by developing its knowledge management
system, MindShareSM, which will enhance collaboration and communication
among its employees. The Company intends to leverage and expand its
infrastructure to increase the number of its consulting professionals,
geographic coverage, client base and scope of engagements.

. Expand Service Offerings. At its inception, the Company defined a
framework of services and capabilities that it would need to become a
leading global consulting and IT services company.

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<PAGE>

AnswerThink has systematically added service capabilities both internally
and through acquisitions in several business lines, such as the addition
of Oracle and PeopleSoft packaged software implementation services and the
Company's development of a supply chain management implementation business
unit. The Company intends to continue to add service offerings through
acquisitions and additional hiring. In addition, the Company plans to
continually evaluate "best-of-breed" technologies in order to provide
high-impact IT solutions to keep pace with changes in technology.

. Pursue Strategic Acquisitions and Partnerships. The Company has completed
and intends to continue to pursue strategic acquisitions that will
provide additional well-trained, high-quality professionals, new service
offerings, additional industry expertise, a broader client base and an
expanded geographic presence. Since inception, the Company has
successfully made three significant acquisitions. In addition, the
Company currently has strategic relationships with a number of business
partners, including Oracle, PeopleSoft, International Business Machines
Corporation ("IBM") and Netscape Corporation ("Netscape"), among others.
The Company intends to expand and develop its relationships with business
partners serving the IT market to benefit from joint marketing
opportunities and shared technical and industry knowledge.

THE ACQUISITIONS

Since inception, the Company has made three significant acquisitions.

. Relational Technologies, Inc. The Company acquired RTI in August 1997. As
a result of the RTI acquisition, the Company provides Oracle application
services to its clients for Oracle Financials, Oracle HR, Oracle
Distribution and Oracle Manufacturing. The Company is also able to
provide technical services such as systems selection, installation and
maintenance, communications management and network consolidations of
Oracle products.

. The Hackett Group, Inc. The Company acquired the Hackett Group in October
1997. The Hackett Group is a nationally recognized benchmarking and best-
practices firm focused on creating a proprietary database which
catalogues the efficiency and effectiveness of knowledge-worker
functions, such as finance, human resources, information technology and
supply chain management. The Hackett Group has gathered data from more
than 1,100 companies, including more than 40% of the Fortune 100. The
Hackett Group's benchmark participants share cost, productivity and
practices information on specific organizational functions. This data is
collected into a database that allows the Hackett Group to compare its
clients' performance to other companies' performance on specific criteria
and to identify the most effective management strategies for change.

. Delphi Partners, Inc. The Company acquired Delphi in November 1997. As a
result of this acquisition, the Company is a PeopleSoft Implementation
Partner and provides clients implementing PeopleSoft client/server
financial, human resources and manufacturing applications with a broad
range of services, including implementation management consulting,
application design and development, customized end user training and
documentation, process redesign and automated workflow and technology
integration and support.

SERVICES

The Company offers its services or solutions in three principal areas: (i)
"best-practice" benchmarking and business process transformation, (ii) "best-
of-breed" packaged software implementation and (iii) advanced technologies
integration. The Company delivers those services and solutions to its clients
through the Company's CFO | solutionsSM, CIO | solutionsSM,
Customer | solutionsSM and Interprise Supply Chain | solutionsSM
multidisciplinary teams. The Company's current consulting capabilities are
summarized below.

Benchmarking and Business Process Transformation. In the area of benchmarking
and business process transformation, the Company works with clients to compare
their performance to other companies, identify key business issues and develop
and implement new processes to transform their organizations.

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<PAGE>

. Benchmarking | solutionsSM. The Company, through the Hackett Group, works
with large national and multinational corporations in evaluating their
staff functions (such as finance, human resources, IT and supply chain
management), and has compiled databases on a large number of companies in
a wide variety of industries. Using these databases, the Company collects
information from its clients, identifies benchmarks by which its clients
can evaluate their performance on specific criteria relative to other
companies and identifies the most effective strategies for specific
functions in a given industry. Each benchmark is composed of the
following three elements: (i) a quantitative analysis of costs,
productivity, service, quality and effectiveness; (ii) an understanding
of world-class best-practices; and (iii) opportunities to learn from
best-practices companies. Stringent process definitions and controls
enable comparisons to be made between companies with different attributes
and across industries. Clients can receive a detailed, confidential
evaluation of their performance measured against other benchmarks on the
basis of business focus (e.g., manufacturing, service or distribution),
size, organizational structure and geography. Since benchmark studies
often lead to clients implementing revised IT strategies, the Company
believes that it is well positioned to cross-sell its services.

. Transformation | solutionsSM. The Company works with its clients to
conceive, design and manage processes, organizations and systems
necessary to implement technology-enabled business solutions. There are
four key components to the Company's transformation solutions:

Performance Assessment. The Company helps clients gain a systematic
and objective understanding of the relative strengths and weaknesses of
key aspects of their businesses, identify market trends and best-
practices, and highlight those areas that offer the greatest
opportunity for improvement. The Company works with clients to define
and apply appropriate measures, and compare their performance to
appropriate benchmarks.

Business Redesign. The Company aids clients in defining an end-state
vision of what their businesses require to achieve their primary
performance objectives. Once that vision is established, AnswerThink
helps clients identify and select the best strategies for achieving
their objectives. AnswerThink's process redesigns generally affect all
of a company's key processes, organizations, management practices,
people and technology, taking full advantage of enabling technologies
and reflecting both recognized best-practices and emerging trends.

Migration Planning. The Company's work in the area of migration
planning is focused on (i) deploying systems and infrastructure
hardware and software as planned, (ii) initiating systems management
and other delivery processes and (iii) initiating performance
measurement and other management processes. The Company's migration
planning services help clients to structure the process into a series
of change initiatives and develop alternative scenarios for the staging
and sequencing of those initiatives. The comparison and refinement of
these scenarios on the basis of costs, benefits and risks leads to
agreement on a master plan which details projects, schedules,
responsibilities, funding and expected business results.

Program Management. The Company establishes a single point of
coordination for all initiatives contributing to the transformation
process, including process redesign, organizational change, system
implementation and infrastructure enhancement. AnswerThink applies
proven project management disciplines, tools, techniques and systems to
the management of complex transformation programs.

Packaged Software Implementation. In the area of packaged software
implementation, the Company works with its clients to identify and integrate
"best-of-breed" solutions such as:

. Oracle | solutions. AnswerThink is a Business Alliance Member with
Oracle, one of the world's leading suppliers of software for information
management. Oracle's enterprise automation products include applications
modules for financial management, supply chain management, manufacturing,
project systems, human resources, and sales force automation. The Company
serves as a sole source provider for procuring Oracle's packaged
software, complementary hardware, and AnswerThink's related consulting
and IT services. The Company's Oracle-based solutions support the full
life cycle implementation of Oracle and involve project-planning,
definition and management, configuration and implementation.

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<PAGE>

. PeopleSoft | solutions. The Company is a PeopleSoft Implementation
Partner. PeopleSoft offers a complete suite of enterprise software
applications that automate business processes including finance,
materials management, manufacturing, distribution, supply chain planning,
accounting and human resources. PeopleSoft's offerings also include a
rapid application development and reporting environment and customization
toolset. The Company's PeopleSoft-based solutions support the full life
cycle implementation of PeopleSoft and involve project-planning,
definition and management, configuration and implementation.

. Other Applications. The Company also provides comprehensive consulting
and IT services supporting the full life cycle implementation, including
project planning, definition and management, and application
configuration and implementation, for such software applications as Baan
(Aurum), Manugistics, i2 Technologies, Siebel, Point, Clarify and Scopus.

Advanced Technologies Integration. The Company helps clients to achieve
meaningful improvement in all aspects of their IT strategies by providing the
following services:

. Knowledge | solutionsSM. The Company provides consulting, design and
implementation services focused on enhancing intellectual capital and
knowledge resources across its clients' expanded enterprises. The
Company's knowledge solutions emphasize decision support, data
warehousing and knowledge management strategy and process design, content
storage and navigation concepts, and related enabling technologies
including groupware, collaborative tools and advanced knowledge-sharing
environments.

. Electronic Commerce | solutionsSM. The Company designs and develops
internet, intranet and extranet solutions, with an emphasis on business-
to-business digital commerce, messaging architectures, intranet enabled
data warehouses, web-based transaction facilities and internet and
extranet security.

. Systems | solutionsSM. The Company evaluates, designs and implements
complex enterprise-wide networks, large scale client/server technology,
systems and network integration solutions focused on systems management
and performance.

. Millennium | solutionsSM. The Company designs and implements solutions to
address the millennium challenge, focusing on applications assessment,
Year 2000 testing and remediation strategy and active integration
management.

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<PAGE>

As illustrated on the following chart, the Company's solutions are marketed
across targeted business functions and are delivered through multidisciplinary
solution teams that focus on different aspects of an organization's business
and IT needs.

<TABLE>
<CAPTION>
INTERPRISE SUPPLY
CFO | SOLUTIONSSM CIO | SOLUTIONSSM CUSTOMER | SOLUTIONSSM CHAIN | SOLUTIONSSM
------------------ ------------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
BENCHMARKING AND BUSINESS
PROCESS TRANSFORMATION
Benchmarking | solutionsSM.... Finance/ Information Sales, Marketing and Supply-Chain
Administration Management Customer Service Management, Inventory,
Accounting/ Process Manufacturing
HR Process
Transformation | solutionsSM.. Process Redesign, Architecture, Process Redesign, Process Redesign,
Migration Planning Network Migration Planning Migration Planning
Applications and
IT Strategy
PACKAGED SOFTWARE
IMPLEMENTATION
Oracle | solutions............ Financials IT Support Sales and Manufacturing
PeopleSoft | solutions........ and of Distribution and
Other Applications............ HR Modules Packages Modules Purchasing
ADVANCED TECHNOLOGIES
INTEGRATION
Knowledge | solutionsSM....... EIS and Enterprise Marketing and Product Demand
Decision Support Knowledge Merchandising Systems and
Management, and Decision Support Forecasting
Enterprise Data
Warehousing
Electronic Web-enhanced Mail/Messaging, Sales Force Automation, Purchasing EDI
Commerce | solutionsSM....... Finance and HR Intranets/Extranets Web Marketing, and
Process Interactive Kiosk Web-enabled transactions
Systems | solutionsSM......... _______________________________ Systems Acquisition ________________________________
Hardware Acquisition
Systems Development
Network Integration
Millennium | solutionsSM...... ______________________________ Year 2000 Integration _______________________________
Application Assessment
Renovation Strategy
Program Office
Test Planning and Execution
</TABLE>

CLIENTS AND REPRESENTATIVE SOLUTIONS

AnswerThink's clients consist primarily of Fortune 1000 companies and other
sophisticated buyers of IT consulting services. During 1997, AnswerThink's ten
most significant clients accounted for approximately 39%, and two clients
accounted for approximately 13%, of net revenues. Net revenues from the
Company's ten largest clients in 1997 ranged from $400,000 to $1.2 million.
AnswerThink has served a broad range of clients, including the following:

Avon Products, Inc. International Paper Company
Bestfoods IVAX Corporation
EXAR Corporation Knight Ridder, Inc.
Flexible Products Company Lucent Technologies, Inc.
Florida Power & Light Company Norrell Corporation
Ford Visteon Republic Industries, Inc.
General Motors Corporation Starbucks Corporation
Hayes Corporation Waste Management, Inc.

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<PAGE>

Three recent examples of the Company's significant engagements include the
following:

Services Company. A services company retained AnswerThink to assess and
define the risks associated with enhancing and upgrading current processes and
IT systems in light of the company's strategy to develop additional service
offerings.

After completion of the initial assessment, an expanded AnswerThink project
team was engaged to develop a full strategy and architecture for the client's
core PeopleSoft applications. It was critical that the client develop an IT
infrastructure capable of supporting the client's planned migration to an
expanded business strategy while preserving the functionality of the legacy
platforms and systems used to manage its current service offerings. Working
closely with the client, the team of professionals from Oracle | solutions,
PeopleSoft | solutions, CFO | solutionsSM, Millennium | solutionsSM, Electronic
Commerce | solutionsSM and Systems | solutionsSM identified the highest impact
business areas, including branch office customer operations, payroll and
pricing systems. Subsequently, this multidisciplinary team assisted in the
design of a new set of processes and a new technology infrastructure to support
these processes.

AnswerThink's assessment helped the client view the business, technology
risks and opportunities in a new light and AnswerThink advised the client on
the architecture design, integration and execution of its new strategy and
architecture. The design of the new integrated IT system provided the client
with a comprehensive IT solution which the Company believes will result in a
more flexible, reliable and robust system as well as service enhancements.

Global Consumer Products Company. The Hackett Group was engaged by a global
consumer products company to reengineer core finance processes worldwide and to
identify opportunities for cost savings. The Hackett Group, through its
benchmarking process, discovered that the client's accounting and finance
organizations were performing less efficiently than those of comparable
companies.

Processes examined by the Hackett Group in this engagement included accounts
payable, general accounting, cost and inventory accounting, forecasting and
reporting. In determining appropriate strategies for improving these processes,
the Hackett Group sought input from a wide array of the client's employees in
ten countries in which the client operates. To address the client's weaknesses,
the Hackett Group formulated a plan to improve the client's accounting and
finance organization and implement technology-enabled solutions.

The services initially provided by the Hackett Group included assessing the
client's processes, determining appropriate objectives, outlining an
implementation plan, presenting alternative solutions to the client and
building consensus for change. Once these actions were taken, the Hackett Group
focused on securing required resources, initiating a series of "quick win"
programs, selecting software and determining appropriate controls and detailing
specific recommendations for implementing its solutions. Examples of specific
recommendations that were implemented include the installation of a purchasing
card system, establishing electronic funds and intrabank transfer procedures,
and the creation of a North American shared services center. The client has
advised the Hackett Group that it expects that all of these actions will result
in significant cost savings.

High Tech Company. A high tech company decided to expand its product
offerings and service capabilities to better respond to customer market
demands. The client was experiencing problems with an ongoing enterprise
systems implementation project undertaken to achieve these goals and
AnswerThink was engaged to address the problems identified.

Working closely with the client, a team of AnswerThink professionals from
CFO | solutionsSM, CIO | solutionsSM, Oracle | solutions, Systems | solutionsSM
and Interprise Supply Chain | solutionsSM performed an analysis of the client's
financial, manufacturing, operations, logistics, sales and marketing functions.
AnswerThink identified several weaknesses in the client's current systems as
well as opportunities for improvement in the current implementation, and
concluded that the client's existing applications suite could not adequately
support the client's current and future business demands. AnswerThink's
engagement was

26
<PAGE>

restructured and expanded to span the enterprise. AnswerThink completed a
requirements analysis for integrated enterprise applications, created a
technical architecture for the enterprise and proposed a solution based on a
new suite of Oracle applications to restructure the client's financial and
administrative processes. AnswerThink is also assisting the client in
restructuring its logistics and supply chain processes through another set of
Oracle applications.

AnswerThink's solution is intended to significantly shorten cycle times for
the manufacturing and distribution of the client's products and to improve the
client's invoice, billing and collection process. Implementation of the
applications is underway. The client has advised the Company that it expects
these new systems to enable it to more effectively manage its entire enterprise
by improving manufacturing and billing efficiency and by reducing transaction
and administrative costs.

SALES AND MARKETING

AnswerThink has developed a national sales force that markets the Company's
consulting and IT services in major metropolitan areas. The Company's sales
organization is supported by its prospect database, which includes companies
and decision makers in targeted geographic markets. The extensive relationship
base and reputation of the Company's senior management team is also a
meaningful source of new business for AnswerThink.

AnswerThink sales executives establish contact with targeted prospects to
create awareness and preference for the Company. Thereafter, senior level
managers are assigned to accounts as client executives to establish and
maintain long-term relationships. Client executives are key sources of service
advice and overall coordinators of AnswerThink's multiple service offerings to
clients.

AnswerThink also markets and provides its services directly through its
solution teams and national office network. The Company's marketing strategy
includes contributing articles to industry publications, expert source
placements, speeches, analyst meetings and conferences, the creation of
collateral marketing materials and the Company's Internet site
(http://www.answerthink.com). This strategy is designed to strengthen the
AnswerThink brand name and generate new clients. The program can be expanded
and modified to take advantage of market-by-market or service-by-service
opportunities as new services or markets are pursued.

MANAGEMENT INFORMATION SYSTEMS

The Company is currently implementing various aspects of its national service
delivery infrastructure. The primary elements include a fully integrated
financial and project management system and a proprietary network that is the
foundation for AnswerThink's knowledge management system, MindShareSM. The
Company believes that MindShareSM will significantly enhance the way clients
are served by allowing the Company's knowledge-base to be shared by all of its
consultants. MindShareSM is projected to be implemented nationally by the end
of March 1998.

The financial and project management systems the Company has developed are
expected to provide AnswerThink with a fully integrated time and expense
reporting system which will serve as the backbone for the Company's engagement
management and related client billings, and drives the primary transaction
information to the Company's financial reporting systems. The Company has also
invested in the development of a comprehensive service delivery model which
tracks how clients are handled from initial contact, to risk management
assessments, to the delivery of the solution and the corresponding knowledge
capture.

HUMAN RESOURCES

A cornerstone of the Company's strategy is to promote the loyalty and
continuity of its consultants by offering packages of base and incentive
compensation that it believes are significantly more attractive than those
generally offered in the consulting industry. An important element of
AnswerThink's compensation program will be Company-wide participation in the
Stock Option and Incentive Plan. See "Management--Stock Plan."

27
<PAGE>

The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled professionals. Qualified
professionals are in great demand and are likely to remain a limited resource
for the foreseeable future. In connection with its hiring efforts, the Company
has appointed a senior executive to lead AnswerThink's national recruiting
team, which is further supported by executive search firms and AnswerThink's
internal associate referral program.

AnswerThink dedicates significant resources to recruiting consultants with
both technology consulting and business experience. Many consultants are
selected from among the largest and most successful IT services, consulting,
accounting and other professional services organizations. As of March 1, 1998,
the Company had 379 employees, 308 of whom were consultants. The Company is
also committed to training and developing its professionals. The Company's
present training strategy is solution or competency specific and in many cases
is done in conjunction with the Company's "best-of-breed" technologies alliance
strategy.

None of the Company's employees is subject to a collective bargaining
arrangement. AnswerThink has entered into nondisclosure and nonsolicitation
agreements with virtually all of its personnel. Although all consultants are
currently Company employees, the Company does engage consultants as independent
contractors from time to time.

STRATEGIC ALLIANCES

The Company owns the program concept and intellectual property assets of the
c.eraSM program, an industry-wide collaboration of companies aimed at providing
a more efficient and comprehensive solution to the Year 2000 Issue and other
enterprise mass change challenges by offering clients technology solutions,
process support technologies and skilled deployment services through a single
point of contact. Participants in the c.eraSM program include Peritus, Inc.,
Software Emancipation, Inc., INTO 2000, Inc., MatriDigm Corporation and
Viasoft, Inc.

AnswerThink also seeks strategic relationships with business partners to
share technical and industry knowledge and pursue joint marketing
opportunities. The Company has established business partner relationships with
Oracle, PeopleSoft, IBM and Netscape, among others. These relationships
typically allow the Company to gain access to training, product support and the
technology developed by these partners. The training programs often enable
Company employees to become certified in the technologies demanded by
AnswerThink's clients. Establishing these relationships allows the Company to
use the business partner's name and the "business partner" designation in
marketing the Company's services. These relationships also facilitate the
Company's pursuit of marketing opportunities with the business partners.

These alliances do not require the Company to use technology developed by the
business partners in implementing IT solutions for clients. Nonetheless, the
Company may be retained by a client based in part upon one or more of the
Company's business partner relationships. Although the Company is not obligated
to resell products offered by the business partners, in the event it does so,
it is sometimes entitled to purchase discounts on products purchased for
resale.

COMPETITION

The market for consulting and IT services includes a large number of
competitors and is subject to rapid change. Primary competitors include
participants from a variety of market segments, including "Big Six" accounting
firms, systems consulting and implementation firms, application software firms,
service groups of computer equipment companies, systems integration companies,
general management consulting firms and programming companies. Many competitors
have significantly greater financial, technical and marketing resources and
name recognition than the Company. In addition, the Company competes with its
clients' internal resources, particularly where these resources represent a
fixed cost to the client. Such competition may impose additional pricing
pressures on the Company. See "Risk Factors--Competition."

28
<PAGE>

The Company believes that the most significant competitive factors it faces
are perceived value, breadth of services offered and price. The Company
believes that its multidisciplinary, knowledge-based approach, broad and
expanding framework of services and distinctive corporate culture allow it to
compete favorably by delivering strategic IT solutions that meet clients'
needs in an efficient manner. Other important competitive factors that the
Company believes are relevant to its business include technical expertise,
knowledge and experience in the industry, quality of service and
responsiveness to client needs and speed in delivering IT solutions.

INTELLECTUAL PROPERTY RIGHTS

AnswerThink's success has resulted, in part, from its methodologies and
other proprietary intellectual property rights. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights and the
proprietary rights of third parties from whom the Company licenses
intellectual property. The Company enters into confidentiality agreements with
its employees and limits distribution of proprietary information. There can be
no assurance that the steps taken by the Company in this regard will be
adequate to deter misappropriation of proprietary information or that the
Company will be able to detect unauthorized use and take appropriate steps to
enforce its intellectual property rights. See "Risk Factors--Intellectual
Property Rights."

The Company is in the process of registering the trademarks "ANSWERTHINK"
and "ANSWERTHINK CONSULTING GROUP" with the U.S. Patent and Trademark Office.
The Company intends to make such other state and federal filings as the
Company deems necessary and appropriate to protect its intellectual property
rights.

PROPERTY

AnswerThink's principal executive offices are located at 1001 Brickell Bay
Drive, Suite 3000, Miami, Florida 33131. The Company's lease on these premises
covers 10,800 square feet and expires March 31, 2003. The Company also leases
facilities in Atlanta, Boston, Chicago, Cleveland, Dallas, Iselin (NJ), Miami,
New York, Philadelphia and Silicon Valley. AnswerThink anticipates that
additional space will be required as its business expands and believes that it
will be able to obtain suitable space as needed.

LEGAL PROCEEDINGS

Certain of the Company's key executives and other management employees
resigned from a "Big Six" accounting firm during the first quarter of 1997.
The accounting firm initiated litigation in connection with such resignations
and the formation of the Company arising out of activities alleged to have
constituted a breach of non-competition and non-solicitation obligations. This
litigation was settled, and the Company, its key executives, certain other
management employees and certain of its stockholders are subject to certain
provisions contained in the Settlement Agreement among such persons and the
accounting firm. The Settlement Agreement prohibits the Company from
soliciting or hiring the accounting firm's employees and soliciting or
servicing certain of its clients, and prohibits the accounting firm from
soliciting the Company's employees, for a two year period commencing December
31, 1996. Subsequent to the execution of the Settlement Agreement, the
accounting firm asserted through legal proceedings that the Company and its
executives and employees had conducted activities prohibited by the Settlement
Agreement. The Company vigorously denied such assertions, and the accounting
firm's claims in these respects were rejected by the court with jurisdiction
over the Settlement Agreement. The Company and its executives and management
believe that they can operate and grow the Company despite the limitations
imposed by the Settlement Agreement. The Company, its key executives and
management employees intend to continue to abide by the terms of the
Settlement Agreement. See "Risk Factors--Litigation and Settlement."

The Company is involved in legal proceedings, claims and litigation arising
in the ordinary course of business. In the opinion of management, the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.

29
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information concerning the directors and
executive officers of the Company. The Company's board of directors is divided
into three classes serving staggered three-year terms.

<TABLE>
<CAPTION>
TERM AS
DIRECTOR
NAME AGE POSITION AND OFFICES HELD EXPIRES
---- --- ------------------------- --------
<S> <C> <C> <C>
Ted A. Fernandez........ 41 President, Chief Executive Officer and 2001
Chairman
Bruce Rauner............ 42 Director 2001
Allan R. Frank.......... 42 Executive Vice President, Chief Technology 2000
Officer and Director
William C. Kessinger.... 32 Director 2000
Edmund R. Miller........ 42 Director 1999
Ulysses S. Knotts, III.. 42 Executive Vice President, Sales and 1999
Marketing and Director
John F. Brennan......... 40 Executive Vice President, Acquisitions and
Strategic Planning and Secretary
Luis E. San Miguel...... 38 Executive Vice President, Finance and Chief
Financial Officer
</TABLE>

Ted A. Fernandez is a founder of the Company and has served as Chief
Executive Officer, President and Chairman of its Board of Directors since
inception. Mr. Fernandez served as the National Managing Partner of KPMG Peat
Marwick LLP's ("KPMG's") Strategic Services Consulting, the firm's
transformation and IT consulting group, from May 1994 to January 1997. Mr.
Fernandez also served as a member of KPMG's Management Committee from May 1995
to January 1997. From 1979 to 1993, Mr. Fernandez held several industry,
executive and client service positions with KPMG.

Bruce Rauner has served as a member of the Company's Board of Directors
since its inception. Mr. Rauner serves as managing principal of Golder, Thoma,
Cressey, Rauner, Inc. ("GTCR"), which manages approximately $1.2 billion in
five private equity funds. Prior to joining GTCR, he worked in strategic
consulting with Bain and Company and in econometric analysis with Data
Resources, Inc. Mr. Rauner is also a director of a number of other companies,
including Principal Hospital Company, U.S. Aggregates, Inc., COREStaff, Inc.,
Polymer Group, Inc., The Coinmach Corporation and Lason, Inc.

Allan R. Frank is a founder of the Company and has served as Executive Vice
President and Chief Technology Officer and as a member of its Board of
Directors since inception. Prior to founding the Company, from May 1994 to
January 1997 Mr. Frank served as the Chief Technology Officer for KPMG and as
the Partner in Charge of Enabling Technologies with KPMG's Strategic Services
Consulting. Mr. Frank also served on KPMG's Board of Directors from September
1994 to January 1997. Prior to 1994, Mr. Frank held several executive and
client service responsibilities with KPMG.

William C. Kessinger has served as a member of the Board of Directors since
inception. Mr. Kessinger joined GTCR in May 1995 and became a Principal in
September 1997. Mr. Kessinger was a Principal with The Parthenon Group from
July 1994 to May 1995. From August 1992 to June 1994, Mr. Kessinger attended
Harvard Business School and received his MBA. Prior to that time, Mr.
Kessinger served as an Associate with Prudential Asset Management Asia from
August 1988 to June 1992. Mr. Kessinger is also a director of Capitol Office
Products, Inc., Excaliber, Inc., Global Imaging Systems, Inc., National
Equipment Services, Inc., Users, Inc. and National Computer Print, Inc.

Edmund R. Miller is a founder of the Company and has served as a member of
the Board of Directors since inception. He is President of Miller Capital
Management, Inc. ("Miller Capital"), which he founded in June

30
<PAGE>

1996. From 1984 through May 1996, Mr. Miller was employed by Goldman, Sachs &
Co., serving since 1988 as a Vice President in Private Client Services in the
Miami office. Prior to joining Goldman, Sachs & Co., Mr. Miller spent four
years as an International Tax Accountant at Price Waterhouse LLP in New York.

Ulysses S. Knotts, III is a founder of the Company and has served as
Executive Vice President, Sales & Marketing of the Company and as a member of
its Board of Directors since inception. Prior to founding the Company, Mr.
Knotts served as the Partner-in-Charge of Sales and Marketing and Enterprise
Integration Services from 1995 to January 1997 and as the Partner-in-Charge of
Enterprise Package Solutions from 1994 to 1995 with KPMG's Strategic Services
Consulting. Prior to joining KPMG, Mr. Knotts was employed by IBM from 1980 to
1993 where he held various executive positions in the consulting and sales and
marketing areas.

John F. Brennan has served as Executive Vice President, Acquisitions and
Strategic Planning, and as Secretary, since August 1997. Mr. Brennan was
employed by Ryder System, Inc. ("Ryder"), as Vice President and Treasurer from
June 1996 through August 1997. From January 1994 to June 1996, Mr. Brennan
served as Assistant Controller of Operations Accounting for Ryder. Mr. Brennan
held a variety of accounting and finance positions with Ryder from 1986
through 1994. Prior to joining Ryder, Mr. Brennan was a Manager with Arthur
Andersen & Co.

Luis E. San Miguel has served as Executive Vice President, Finance and Chief
Financial Officer of the Company since inception. From 1994 through April
1997, Mr. San Miguel served as the Chief Financial Officer of KPMG's Strategic
Services Consulting. Prior to joining KPMG, Mr. San Miguel spent three years
with Burger King Corporation in several positions, the last of which was
Director of Operations, Finance and Cash Management.

The Company's executive officers are appointed annually by, and serve at the
discretion of, the Board of Directors. Each executive officer is a full-time
employee of the Company. There are no family relationships between any of the
directors or executive officers of the Company.

The Board of Directors has appointed a committee consisting of Messrs.
Fernandez, Miller and Mr. Rauner or Mr. Kessinger (as chosen by GTCR) to
select, by unanimous vote, three independent directors following completion of
the Offering. Certain of the Company's major stockholders, including Messrs.
Fernandez, Frank, Knotts and Miller and GTCR, currently are parties to a
stockholders agreement containing a number of provisions regarding
designations and elections for the Board of Directors. Messrs. Fernandez,
Frank, Knotts and Miller and GTCR have agreed that these provisions will be
suspended upon completion of the Offering. Such suspension will (i) become
permanent at such time as three independent directors are appointed to the
Board prior to January 1, 1999 or (ii) lapse if such directors are not
appointed by such date. See "Certain Transactions."

COMMITTEES OF THE BOARD OF DIRECTORS

Following completion of the Offering, the Board of Directors will establish
a Compensation Committee which will include a majority of non-employee
directors. The Compensation Committee will be responsible for determining
compensation for the Company's executive officers and administering the
Company's stock plans. Prior to April 1998, the Company had no separate
compensation committee or other board committee performing equivalent
functions with respect to determining compensation for the Company's
executives, and those functions were performed by the Company's Board of
Directors which included Messrs. Fernandez, Frank and Knotts. Following
completion of the Offering, the Board will also establish an Audit Committee
comprised of independent directors, which will be responsible for making
recommendations concerning the engagement of independent public accountants,
reviewing the plans and results of such engagement with the independent public
accountants, reviewing the independence of the independent public accountants,
considering the range of audit and non-audit fees and reviewing the adequacy
of the Company's internal accounting controls.

31
<PAGE>

DIRECTOR COMPENSATION

Directors who are officers or employees of the Company or any subsidiary of
the Company will receive no additional compensation for serving on the Board of
Directors or any of its committees. Directors who are not executive officers of
the Company will be paid a fee of $ for each board meeting attended in
person and all directors will be reimbursed for travel expenses incurred in
connection with attending board and committee meetings. Directors are not
entitled to additional fees for serving on committees of the Board of
Directors.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to or earned by the
Company's Chief Executive Officer and all other executive officers of the
Company whose salary and bonus for services rendered in all capacities to the
Company during the Inception Period exceeded $100,000 (the "Named Executive
Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION(S) SALARY COMPENSATION
- - ------------------------------ -------- ------------
<S> <C> <C>
Ted A. Fernandez........................................ $375,000 $295,403(1)
President, Chief Executive Officer and Chairman
Allan R. Frank ......................................... 375,000 307,185(1)
Executive Vice President and Chief Technology Officer
Ulysses S. Knotts, III.................................. 375,000 216,185(1)
Executive Vice President, Sales and Marketing
Luis E. San Miguel...................................... 132,708 --
Executive Vice President, Finance and Chief Financial
Officer
</TABLE>
- - --------
(1) Represents cash payments made by the Company to each of Messrs. Fernandez,
Frank and Knotts relating to obligations assumed by the Company for
compensation earned during the Dispute Period. See "Management's Discussion
of Financial Condition and Results of Operations--Results of Operations--
Settlement Costs."

32
<PAGE>

OPTION GRANTS

The following table summarizes the options to acquire Class A Preferred
granted to each of the Named Executive Officers during the Inception Period:

OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
ANNUAL RATES
OF STOCK
PRICE
NUMBER OF PERCENT OF APPRECIATION
SECURITIES TOTAL OPTIONS FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEES OR BASE EXPIRATION -------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
- - ---- ---------- -------------- -------- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Ted A. Fernandez........ 50,000(1) 7.1%(2) $3.00 10/23/97 N/A N/A
Allan R. Frank.......... 50,000(3) 7.1%(2) $3.00 10/23/97 N/A N/A
Ulysses S. Knotts, III.. 50,000(3) 7.1%(2) $3.00 10/23/97 N/A N/A
Luis E. San Miguel...... -- N/A N/A N/A N/A N/A
</TABLE>

- - --------
(1) Mr. Fernandez exercised options to acquire 33,335 shares of Class A
Preferred at the exercise price in July 1997. The remainder of the options
lapsed on the expiration date.
(2) Represents the number of options granted to each of Messrs. Fernandez,
Frank and Knotts to acquire shares of Class A Preferred as a percentage of
all options granted to employees to acquire shares of Class A Preferred or
shares of Common Stock assuming conversion of all shares of Convertible
Preferred Stock.
(3) Each of Messrs. Frank and Knotts exercised options to acquire 33,333
shares of Class A Preferred at the exercise price in July 1997. The
remainder of the options held by each of Messrs. Frank and Knotts lapsed
on the expiration date.

YEAR-END OPTION TABLE

The following table sets forth certain information as of January 2, 1998
with respect to stock options owned by the Named Executive Officers as of such
date and for the Inception Period with respect to stock options exercised by
the Named Executive Officers during such period:

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

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
-------------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- -------------------- --------------------
<S> <C> <C> <C> <C>
Ted A. Fernandez........ 33,335(1) --(1) 0/0 $0/$0
Allan R. Frank.......... 33,333(2) --(2) 0/0 0/0
Ulysses S. Knotts, III.. 33,333(2) --(2) 0/0 0/0
Luis E. San Miguel...... -- -- 0/0 0/0
</TABLE>
- - --------
(1) Mr. Fernandez exercised options to acquire 33,335 shares of Class A
Preferred in July 1997 at an exercise price of $3.00 per share which was
greater than the estimated current market value per share of Class A
Preferred at such time.
(2) Each of Messrs. Frank and Knotts exercised options to acquire 33,333
shares of Class A Preferred in July 1997 at an exercise price of $3.00 per
share which was greater than the estimated current market value per share
of Class A Preferred at such time.

33
<PAGE>

EMPLOYMENT AGREEMENTS

Effective upon completion of the Offering, each of Messrs. Fernandez, Frank
and Knotts (collectively, the "Senior Executives") will enter into an
employment agreement with the Company (each, a "Senior Executive Agreement").
Each such Senior Executive Agreement will replace currently existing
employment agreements for the Senior Executives. Each of the Senior Executive
Agreements will be for a three-year term and provide for an annual salary of
$500,000 for the applicable Senior Executive, plus a bonus to be determined
and paid pursuant to a bonus plan to be adopted by the Board of Directors for
each fiscal year. In the event a Senior Executive is terminated by the Company
without cause, that Senior Executive will be entitled to severance payments
equaling that Senior Executive's annual salary for a one-year period from the
date of termination. The Company will have the option to extend such severance
payments for an additional one-year period. In the event the terminated Senior
Executive finds new employment, the Company will be able to cease making or
reduce the severance payments. Under the terms of the Senior Executive
Agreements, each of the Senior Executives will agree to preserve the
confidentiality and the proprietary nature of all information relating to the
Company and its business. Each Senior Executive also will agree to certain
non-competition and non-solicitation provisions.

The Senior Executive Agreements also will contain provisions affecting
2,800,000 shares of Common Stock held by each of the Senior Executives which
were issued to each of the Senior Executives in connection with the formation
of the Company (the "Senior Executive Restricted Stock"). With respect to
1,200,000 shares of Senior Executive Restricted Stock held by each Senior
Executive (the "Performance Vesting Stock"), the applicable Senior Executive
Agreement will provide that such shares of Senior Executive Restricted Stock
will vest in their entirety at such time following completion of the Offering
as the average trading price per share of the Company's Common Stock for any
consecutive 30-day period exceeds $7.50 (the "Share Price Vesting Date").
Prior to the Share Price Vesting Date, but not later than April 23, 2003, all
or a portion of the Performance Vesting Stock held by each Senior Executive
will vest upon a sale of all or substantially all of the Company's assets or a
change in control of the Company, based, in either case, upon the total return
achieved by the Company's initial investors on their initial investment in the
Company. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Overview" and "Risk Factors--Substantial Non-Cash
Compensation Expense." Of the remaining 1,600,000 shares of Senior Executive
Restricted Stock held by each Senior Executive (the "Time Vesting Stock"), 50%
will vest on April 23, 1999, 25% will vest on April 23, 2000 and 25% will vest
on April 23, 2001, provided that if the Senior Executive's employment with the
Company is terminated by the Company without cause prior to April 23, 2001,
then all shares of Time Vesting Stock which have vested up to that date plus
one-half of all unvested Time Vesting Stock held by such Senior Executive on
such date shall be vested as of the date of such termination.

Luis E. San Miguel will enter into an employment agreement with the Company
upon completion of the Offering. Mr. San Miguel's employment agreement will
have a three-year term and provide for an annual salary of $175,000, plus a
bonus pursuant to a bonus plan to be adopted by the Board of Directors for
each fiscal year. In the event Mr. San Miguel is terminated by the Company
without cause Mr. San Miguel will be entitled to a severance payment at the
rate of his annual salary for a six-month period from the date of termination,
which may be extended at the option of the Company for an additional six-month
period. In the event Mr. San Miguel finds new employment after termination,
the Company may eliminate or reduce such severance payments. In addition, the
Company's employment agreement with Mr. San Miguel will contain provisions
regarding confidentiality, proprietary information and work product, non-
competition and non-solicitation. Mr. San Miguel does not own any Senior
Executive Restricted Stock.

STOCK PLAN

The Stock Option and Incentive Plan will permit the Board of Directors, or a
committee of the Board of Directors, to grant (i) shares of Common Stock,
subject to certain restrictions (the "Restricted Common Stock"), to the
Company's employees, directors, officers and other representatives, and (ii)
options that are intended to qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
employees of the Company, as well as non-qualifying options to any other
individual whose

34
<PAGE>

participation in the Stock Option and Incentive Plan is determined to be in the
best interests of the Company. The Stock Option and Incentive Plan authorizes
the issuance of up to shares of Common Stock as Restricted Common Stock or
pursuant to options (subject to anti-dilution adjustments in the event of a
stock split, recapitalization or similar transaction). The maximum number of
shares or shares subject to options that may be awarded under the Stock Option
and Incentive Plan to any one person is shares.

The Compensation Committee will determine the number of shares, the purchase
price per share and a vesting schedule for any shares of Restricted Common
Stock that are to be issued under the Stock Option and Incentive Plan. In the
event a holder of Restricted Common Stock ceases to be employed by the Company
for any reason, the Stock Option and Incentive Plan provides that the Company
may repurchase any shares of unvested Restricted Common Stock held by such
holder at such time at a purchase price per share equal to the price paid by
such holder upon acquisition of such shares of Restricted Common Stock under
the Stock Option and Incentive Plan. The Stock Option and Incentive Plan also
will prohibit holders of Restricted Common Stock from certain transfers of
their Restricted Common Stock for a four-year period from the date of purchase.

The Compensation Committee also will administer grants of options, which will
include establishing the exercise price per share under each option and a
vesting schedule for any options to purchase shares of Common Stock. The option
exercise price per share for incentive stock options granted under the Stock
Option and Incentive Plan may not be less than 100% of the fair market value
per share of Common Stock on the date of grant of the option (or 110% of the
fair market value per share of Common Stock in the case of an incentive stock
option granted to an optionee beneficially owning more than 10% of the
outstanding Common Stock). The option exercise price for non-incentive stock
options granted under the Stock Option and Incentive Plan may not be less than
the par value of the Common Stock on the date of grant of the option. The
maximum option term is ten years (or five years in the case of an incentive
stock option granted to an optionee beneficially owning more than 10% of the
outstanding Common Stock). Options may be exercised at any time after grant,
except as otherwise provided in the particular option agreement. There is also
a $100,000 limit on the value of shares Common Stock (determined at the time of
grant) covered by incentive stock options that become exercisable by an
optionee in any year.

The Board of Directors may amend or terminate the Stock Option and Incentive
Plan with respect to shares of Restricted Common Stock or shares of Common
Stock as to which options have not been granted.

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<PAGE>

CERTAIN TRANSACTIONS

STOCK PURCHASE AGREEMENTS AND RELATED MATTERS

Purchase Agreements. The Company and the Initial Investors entered into a
stock purchase agreement, dated as of April 23, 1997 (the "Purchase
Agreement"), pursuant to which the Company sold 6,800,000 shares of Class A
Preferred to Golder, Thoma, Cressey, Rauner Fund V, L.P. ("GTCR V"), MG
Capital Partners II, L.P. ("MG"), Gator Associates, Ltd. ("Gator") and Tara
Ventures, Ltd. ("Tara" and, together with Gator, the "Miller Group") (GTCR V,
MG and the Miller Group are referred to collectively as the "Initial
Investors"), for total aggregate consideration of $20,400,000. In July 1997,
the Initial Investors converted 3,453,268 shares of Class A Preferred into
3,453,268 shares of Common Stock and subsequently received an additional
10,359,804 shares of Common Stock in respect of such shares in connection with
a four-for-one split of Common Stock by the Company on July 17, 1997. The
remaining 3,346,732 shares of Class A Preferred issued pursuant to the
Purchase Agreement are convertible into 13,386,928 shares of Common Stock. On
February 24, 1998, the Company sold an aggregate of 200,000 shares of Class A
Preferred to certain of the Initial Investors and their affiliates. GTCR V,
Golder, Thoma, Cressey, Rauner Associates V ("GTCR Associates V") and MG
received an aggregate of 100,000 shares and Miller Capital received an
aggregate of 100,000 shares. These 200,000 shares of Class A Preferred were
sold for aggregate consideration of $600,000 and are convertible into 800,000
shares of Common Stock. GTCR is the general partner of GTCR V and a general
partner in GTCR Associates V, and Mr. Miller, a director of the Company, is
the president and sole stockholder of Miller Capital.

Mr. Miller was general partner of Gator and controlled Tara. Prior to August
20, 1997, both Gator and Tara were dissolved, and investors in Gator and Tara
received pro rata shares of the Company's capital stock held by each
respective entity. The investors in Gator and Tara included Mr. San Miguel,
Mr. Miller, individually, two entities controlled by Mr. Miller, six members
of Mr. Miller's immediate family, three members of Mr. Fernandez's immediate
family and four members of Mr. Frank's immediate family. Bruce Rauner and
William C. Kessinger, both directors of the Company, are employees of GTCR
which is the general partner of GTCR V. See "Management."

In connection with the Purchase Agreement, the Initial Investors, Messrs.
Fernandez, Frank, Knotts and Miller and the Company, became parties to a
Stockholders Agreement (the "Stockholders Agreement") and a Registration
Agreement (the "Investors and Executive Registration Agreement"), and the
Senior Executives, Mr. Miller and the Company became party to certain Senior
Management Agreements (the "Senior Management Agreements") and certain
restricted securities agreements all dated as of April 23, 1997. Messrs.
Fernandez, Frank, Knotts, Miller, Brennan and San Miguel, GTCR V, GTCR
Associates V, MG and Miller Capital and their affiliates are referred to
herein as the "Controlling Stockholders."

Stockholders Agreement. Under the Stockholders Agreement, (i) GTCR has the
right to designate two members of the Board of Directors, (ii) the Miller
Group has the right to designate two members of the Board of Directors, (iii)
Messrs. Fernandez, Frank, Knotts and other executives party to the Agreement
(the "Senior Managers") have the right to designate three directors, (iv) Mr.
Miller and the directors designated by GTCR have the right, with the
consultation of the Senior Managers, to designate four independent directors
and (v) all parties to Stockholders Agreement agree to vote their shares in
favor of any person designated pursuant to the foregoing provisions. Messrs.
Fernandez, Frank, Knotts and Miller and GTCR have agreed that these provisions
will be suspended temporarily upon completion of the Offering and permanently
upon appointment of three additional independent directors by the unanimous
vote of a committee of the Board of Directors consisting of Messrs. Fernandez,
Miller and Mr. Rauner or Mr. Kessinger (as chosen by GTCR) as long as such new
directors are appointed prior to January 1, 1999. See "Management--Directors
and Executive Officers." The Stockholders Agreement provides certain employees
of the Company, including Messrs. Fernandez, Frank and Knotts, with certain
rights of first offer in the event of a proposed sale of the Company. It is
expected that this provision of the Stockholders Agreement will be waived for
all future transactions.

Registration Rights Agreement. Under the terms of the Investors and
Executives Registration Agreement the Initial Investors, the Executives and
certain other stockholders of the Company will have the right to require the
Company to register their shares under the Securities Act. (Shares owned by
GTCR V and MG are referred to as the "GTCR Shares," and shares owned by the
former shareholders of Gator and Tara are referred to as the

36
<PAGE>

"Miller Group Shares.") If the Company proposes to register its securities
under the Securities Act, either for its own account or the account of others,
these stockholders are entitled to notice of such registration and are
entitled to include their shares in such registration; provided, among other
conditions, that the underwriters of any offering have the right to limit the
number of such shares included in such registration, subject to certain
conditions. In addition, the holders of a majority of the GTCR Shares and of a
majority of the Miller Group Shares may also require the Company to file under
the Securities Act: (i) after the completion of a public offering of the
Common Stock, an unlimited number of registrations on Form S-2 or S-3
(provided that the Company is qualified to use such forms) at the Company's
expense; (ii) up to two registration statements on Form S-1 at the Company's
expense; and (iii) an unlimited number of registration statements on Form S-1
at their own expense. Demand registrations under the Investors and Executives
Registration Agreement must be on Form S-2 or S-3 if the Company qualifies to
use either of such forms, and the Company has agreed following completion of
the Offering to make demand registrations on Form S-3 available.

The existence and exercise of the foregoing registration rights may hinder
efforts by the Company to arrange future financing for the Company and may
have an adverse effect on the market price of the Common Stock. See "Risk
Factors--Shares Eligible for Future Sale; Registration Rights Agreements."

Other Agreements with Directors and Named Executive Officers. The Senior
Management Agreements provided for the sale of an aggregate of 2,100,000
shares of the Company's Common Stock (700,000 each) to Messrs. Fernandez,
Frank and Knotts for consideration of $7,000 each, and the sale to Mr. Miller
of 300,000 shares of the Company's Common Stock for consideration of $3,000.
Such shares were purchased by the Senior Executives and Mr. Miller on April
23, 1997. The Senior Executives and Mr. Miller subsequently received an
additional 7,200,000 shares of Common Stock in respect of such shares in
connection with the four-for-one split of Common Stock by the Company on July
17, 1997. The Senior Management Agreements and the Restricted Securities
Agreements provide the terms on which such shares vest and place certain
restrictions on such shares. In addition, under the terms of their Senior
Management Agreements, the Senior Executives and Mr. Miller have preemptive
rights with respect to certain proposed sales of shares of Common Stock by the
Company. The respective Senior Management Agreements for each of Messrs.
Fernandez, Frank and Knotts provide for a salary at the rate of $500,000 per
year, plus bonuses. Mr. Miller's Senior Management Agreement does not provide
for a salary to be paid to Mr. Miller. The Company expects that the Senior
Management Agreement with Mr. Miller will be terminated prior to the Offering.
The Senior Management Agreements and the Restricted Securities Agreements with
Messrs. Fernandez, Frank and Knotts will be terminated and replaced by Senior
Executive Agreements upon completion of the Offering. See "Management--
Employment Agreements."

On July 22, 1997, Mr. San Miguel entered into an employment agreement and a
restricted stock agreement with the Company. Under these agreements, Mr. San
Miguel has a salary of $175,000 per year, and he purchased 320,000 shares of
Common Stock for consideration of $800. These shares will vest over six years
and are subject to certain restrictions on transfer. These agreements with Mr.
San Miguel will be terminated and replaced by an employment agreement between
the Company and Mr. San Miguel upon completion of the Offering. See
"Management--Employment Agreements."

Pursuant to options in the Senior Management Agreements, on July 10, 1997
the Company sold an aggregate of 100,001 shares of Class A Preferred to
Messrs. Fernandez, Frank and Knotts for $3.00 per share. Of these 100,001
shares, 33,335 shares were sold to Mr. Fernandez, and 33,333 shares were sold
to each of Messrs. Knotts and Frank. All of these shares were converted into
common stock, and the Senior Executives subsequently received an additional
300,003 shares of Common Stock in respect of such shares in connection with
the four-for-one split of Common Stock by the Company on July 17, 1997. See
"Management--Executive Compensation."

Pursuant to the Purchase Agreement, the Senior Management Agreement and
certain other agreements with executives of the Company, the Initial Investors
and certain of the Company's executives have preemptive rights with respect to
certain proposed sales of Common Stock by the Company, not including any sale
in the Offering

37
<PAGE>

or any sales to employees of the Company pursuant to employment agreements or
benefit plans. In addition, these same parties were granted certain rights of
first refusal and participation rights with respect to any sales of Common
Stock by the other parties to these agreements. The Company expects that the
holders of these preemptive rights, rights of first refusal and participation
rights will have waived those rights effective upon the Offering for all
issuances and transfers thereafter.

The Company intends to enter into a sublease with Miller Capital whereby the
Company would lease to Miller Capital a portion of the premises at 1001
Brickell Bay Drive, Suite 3000, Miami, Florida. The Company and Miller Capital
have reached agreement on the principal terms of this sublease, and the
Company believes that the financial terms of this sublease will be comparable
to those that would be obtained in an arms-length transaction.

NETSOL INTERNATIONAL, INC.

The Company is a party to an Alliance Agreement, dated as of December 10,
1997 (the "Alliance Agreement"), by and among the Company and NetSol
International, Inc., a Florida corporation ("NetSol"). Pursuant to the
Alliance Agreement, the Company will receive referrals and leads on
consulting, systems integration and other projects from NetSol in both the
U.S. and Latin American markets. NetSol will serve as a sales agent for the
Company on projects in Latin America, and the Company will have the right of
first refusal on systems integration and network integration projects in Latin
America when NetSol requires subcontracting to a third party in the U.S.
market. The Alliance Agreement also provides for the sharing of commissions on
hardware and software procurement, applications software and consulting
services.

The authorized capital stock of NetSol consists of 10,000 shares of common
stock, of which 6,624 are issued and outstanding. Pursuant to a stock purchase
agreement, dated as of August 29, 1997 (the "NetSol Stock Purchase
Agreement"), GTCR V purchased 2,206 shares of NetSol for aggregate
consideration of $662,500 from NetSol's stockholders, which include Messrs.
Fernandez, Frank, Knotts and Miller. Subsequent to the NetSol Stock Purchase
Agreement, and assuming the exercise of options granted to certain members of
NetSol's management, GTCR V will own 33.33%, and Messrs. Fernandez, Frank,
Knotts and Miller will own 12.59%, 5.03%, 5.03% and 2.52% of NetSol's common
stock, respectively.

NetSol has provided and is expected to continue to provide the Company with
such products as computer hardware and telephone systems and related
procurement services. For the Inception Period, payments to NetSol for such
goods and services totaled approximately $1.5 million. The Company believes
that the terms on which such goods and services were acquired are comparable
to those that would be obtained from a third-party vendor in arms-length
transactions.

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<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of March 13, 1998, assuming the Conversion and as
adjusted to reflect the sale of shares of Common Stock in this Offering:
(i) by each person (or group of affiliated persons) known by the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock; (ii) by
each of the Named Executive Officers; (iii) by each director of the Company;
(iv) by all of the Company's directors and executive officers as a group; and
(v) each stockholder selling shares in the Offering, (each a "Selling
Stockholder").

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARED BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING (1) NUMBER OF AFTER OFFERING (1)
-------------------------SHARES BEING ----------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------------- ----------------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Ted A. Fernandez (2).... 2,933,340 4.8%
Allan R. Frank (2),
(3).................... 3,069,332 5.0
Ulysses S. Knotts, III
(2).................... 2,933,332 4.8
Luis E. San Miguel (2).. 365,332 *
Bruce Rauner (4), (5)... 13,466,665 22.0
William C. Kessinger
(4), (5)............... 13,466,665 22.0
Golder, Thoma, Cressey,
Rauner Fund V, LP (4),
(5).................... 13,443,180 22.0
Golder, Thoma, Cressey,
Rauner Associates V
(4), (5)............... 23,485 *
Edmund R. Miller (2),
(6).................... 14,928,000 24.4
Miller Capital
Management, Inc. (2),
(6).................... 2,213,336 3.6
Southeast Investments
International, Ltd.
(2), (6)............... 453,336 *
Southeast Investments,
L.P. (2), (6).......... 1,360,000 2.2
All directors and
executive officers as a
group (8 persons)...... 37,696,001 61.7
<CAPTION>
OTHER SELLING
STOCKHOLDERS
- - -------------
</TABLE>

- - --------
* Less than 1%.
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person has beneficial ownership of any securities as to which
such person, directly or indirectly, through any contract, arrangement,
undertaking, relationship or otherwise has or shares voting power and/or
investment power and as to which such person has the right to acquire such
voting and/or investment power within 60 days. Percentage of beneficial
ownership as to any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person by the sum
of the number of shares outstanding as of such date and the number of
shares as to which such person has the right to acquire voting and/or
investment power within 60 days.
(2) The address of each of Messrs. Fernandez, Frank, Knotts, San Miguel and
Miller and Miller Capital Management, Inc., Southeast Investments
International, Ltd. and Southeast Investments, LP is 1001 Brickell Bay
Drive, Suite 3000, Miami, Florida 33131.
(3) Includes 136,000 shares of Common Stock with respect to which Mr. Frank has
voting power pursuant to proxies granted by the beneficial owners of such
shares. Mr. Frank disclaims beneficial ownership of these shares.
(4) The address of each of Messrs. Rauner and Kessinger, GTCR V and GTCR
Associates V is 6100 Sears Tower, Chicago, Illinois, 60606.

39
<PAGE>

(5) Includes 13,443,180 shares held by GTCR V and 23,485 shares held by GTCR
Associates V. Messrs. Rauner and Kessinger are principals in GTCR which is
the general partner of GTCR V and a general partner in GTCR Associates V.
Messrs. Rauner and Kessinger disclaim the beneficial ownership of the
shares held by such entities except to the extent of his proportionate
ownership interests therein.
(6) Includes 2,560,000 shares held by Mr. Miller individually. Also includes
(i) 400,000 shares held directly by Miller Capital, which is wholly owned
by Mr. Miller, (ii) 453,336 shares held directly by Southeast Investments
International, Ltd., which is an investment fund managed by Miller Capital,
(iii) 1,360,000 shares held directly by Southeast Investments, L.P., which
is an investment fund managed by Miller Capital and in which Mr. Miller
owns, indirectly, approximately a 39% interest, and (iv) 10,154,664 shares
with respect to which Mr. Miller has voting power pursuant to proxies
granted by the beneficial owners of such shares. Mr. Miller disclaims the
beneficial ownership of the shares owned by Southeast Investments
International, Ltd. and Southeast Investments, L.P. except to the extent of
his proportionate interest therein, and Mr. Miller disclaims beneficial
ownership of all shares with respect to which he has voting power pursuant
to a proxy granted by the beneficial owner thereof.

DESCRIPTION OF CAPITAL STOCK

The Company was incorporated as a Florida corporation on April 23, 1997. As
of January 2, 1998, the Florida corporation had 46,757,184 shares of common
stock, $.001 par value per share, outstanding and 256 holders of record of such
common stock and 3,346,732 shares of Convertible Preferred Stock outstanding
and 47 holders of record of such Convertible Preferred Stock. Immediately prior
to the effective date of the Offering, the Company will be reincorporated as a
Delaware corporation. The Reincorporation will be effected pursuant to a plan
of merger in which one share of the Common Stock of the Delaware corporation
will be exchanged for shares of common stock of the Florida corporation.
Immediately prior to the consummation of the merger, each share of the
outstanding Convertible Preferred Stock will be converted into four shares of
common stock of the Florida corporation.

The following is a description of the material terms of the capital stock of
the Delaware corporation.

COMMON STOCK

The Company is authorized to issue 125,000,000 shares of Common Stock, $.01
par value per share. Upon completion of the Offering, each stockholder of
record will be entitled to one vote for each outstanding share of Common Stock
owned by such stockholder on every matter properly submitted to the
stockholders for their vote.

Subject to the dividend rights of holders of the Company's preferred stock,
par value $.01 per share ("Preferred Stock"), holders of Common Stock are
entitled to any dividend declared by the Board of Directors out of funds
legally available for such purpose, and, after the payment of liquidation
preferences to all holders of Preferred Stock, holders of Common Stock are
entitled to receive on a pro rata basis all remaining assets of the Company
available for distribution to the stockholders in the event of the liquidation,
dissolution, or winding up of the Company. Holders of Common Stock do not have
any preemptive right to become subscribers or purchasers of additional shares
of any class of the Company's capital stock.

PREFERRED STOCK

The Company's Certificate of Incorporation allows the Company to issue
without stockholder approval Preferred Stock having rights senior to those of
the Common Stock. As of the closing of the Offering, no shares of Preferred
Stock will be outstanding. Thereafter, the Board of Directors will be
authorized, without further stockholder approval, to issue up to 1,250,000
shares of Preferred Stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, and to fix the number of shares constituting any series and the
designations of such series.

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<PAGE>

The issuance of Preferred Stock may have the effect of delaying or preventing
a change in control of the Company. The issuance of Preferred Stock could
decrease the amount of earnings and assets available for distribution to the
holders of Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of the Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. The Company currently has no plans to issue any
shares of Preferred Stock.

LIMITATION OF LIABILITY

As permitted by the General Corporation Law of the State of Delaware (the
"DGCL"), the Company's Certificate of Incorporation provides that directors of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful
stock purchase or redemption of stock or (iv) for any transaction from which
the director derives an improper personal benefit. As a result of this
provision, the Company and its stockholders may be unable to obtain monetary
damages from a director for breach of his or her duty of care.

The Bylaws of the Company provide for the indemnification of the Company's
directors and officers and any person who is or was serving at the request of
the Company as a director, officer, employee, partner (limited or general) or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, including service with respect to
an employee benefit plan to the fullest extent authorized by, and subject to
the conditions set forth in the DGCL against all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA taxes or penalties
and amounts paid or to be paid in settlement) , except that the Company will
indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors. The indemnification provided
under the Bylaws includes the right to be paid by the Company the expenses
(including attorneys' fees) in advance of any proceeding for which
indemnification may be had in advance of its final disposition, provided that
the payment of such expenses (including attorneys' fees) incurred by a director
or officer in advance of the final disposition of a proceeding may be made only
upon delivery to the Company of an undertaking by or on behalf of such director
or officer to repay all amounts so paid in advance if it is ultimately
determined that such director or officer is not entitled to be indemnified.
Pursuant to the Bylaws, if a claim for indemnification is not paid by the
Company within 60 days after a written claim has been received by the Company,
the claimant may at any time thereafter bring an action against the Company to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant will be entitled to be paid also the expense of prosecuting such
action.

Under the Bylaws, the Company has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust or other enterprise, against any liability asserted against such person
or incurred by such person in any such capacity, or arising out of such
person's status as such, and related expenses, whether or not the Company would
have the power to indemnify such person against such liability under the
provisions of the DGCL. The Company maintains director and officer liability
insurance on behalf of its directors and officers.

CERTAIN ANTI-TAKEOVER EFFECTS

The Company's Certificate of Incorporation and Bylaws contain certain
provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the Company's Board of Directors and in the
policies formulated by the Board of Directors. In addition certain provisions
of Delaware law may hinder or delay an attempted takeover of the Company other
than through negotiation with the Board of Directors. These

41
<PAGE>

provisions could have the effect of discouraging certain attempts to acquire
the Company or remove incumbent management even if some or a majority of the
Company's stockholders were to deem such an attempt to be in their best
interest, including attempts that might result in the stockholders' receiving a
premium over the market price for the shares of Common Stock held by
stockholders.

Classified Board of Directors; Removal; Vacancies. The Certificate of
Incorporation provides that the Board of Directors is divided into three
classes of directors serving staggered three-year terms. The classification of
directors has the effect of making it more difficult for stockholders to change
the composition of the Board of Directors in a relatively short period of time.
The Certificate of Incorporation further provides that directors may be removed
only for cause and then only by the affirmative vote of the holders of at least
two-thirds of the entire voting power of all the then-outstanding shares of
stock of the Company entitled to vote generally in the election of directors,
voting together as a single class. In addition, vacancies and newly created
directorships resulting from any increase in the size of the Board of Directors
may be filled only by the affirmative vote of a majority of the directors then
in office (even if such directors do not constitute a quorum) or by a sole
remaining director. The foregoing provisions could prevent stockholders from
removing incumbent directors without cause and filling the resulting vacancies
with their own nominees.

Advance Notice Provisions for Stockholder Proposals and Stockholder
Nominations of Directors. The Bylaws establish an advance notice procedure with
regard to the nomination, other than by the Board of Directors, of candidates
for election to the Board of Directors and with regard to certain matters to be
brought before an annual meeting of stockholders of the Company. For
nominations and other business to be brought properly before an annual meeting
by a stockholder, the stockholder must deliver notice to the Company not less
than 60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting. Separate provisions based on public notice by
the Company specify how this advance notice requirement operates in the event
that the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from such anniversary date. The stockholder's notice must
set forth certain specified information regarding the stockholder and its
holdings, as well as certain background information regarding any director
nominee (together with such person's written consent to being named as a
nominee and to serving as a director if elected) and a brief description of any
business desired to be brought before the meeting, the reasons for conducting
the business at the meeting and any material interest of the stockholder in the
business proposed. In the case of a special meeting of stockholders called for
the purpose of electing directors, nominations by a stockholder may be made
only by delivery of notice to the Company no later than the tenth day following
the day on which public announcement of the special meeting is made. Although
the Bylaws do not give the Company's Board of Directors any power to approve or
disapprove stockholder nominations for the election of directors or any other
business desired by stockholders to be conducted at an annual meeting, the
Bylaws (i) may have the effect of precluding a nomination for the election of
directors or precluding the conduct of certain business at a particular meeting
if the proper procedures are not followed or (ii) may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Company, even if the
conduct of such solicitation or such attempt might be beneficial to the Company
and its stockholders.

Special Stockholders' Meetings. Under the Certificate of Incorporation and
the Bylaws, special meetings of the stockholders, unless otherwise prescribed
by statute, may be called only (i) by the Board of Directors or by the Chairman
or President of the Company or (ii) by stockholders of the Company upon the
written request of the holders of at least 80% of the securities of the Company
outstanding and entitled to vote generally in the election of directors.

Limitations on Stockholder Action by Written Consent. The Certificate of
Incorporation also provides that any action required or permitted to be taken
at a stockholders' meeting may be taken without a meeting, without prior notice
and without a vote, if the action is taken by persons who would be entitled to
vote at a meeting and who hold shares having voting power equal to not less
than the lesser of (a) 80% of the voting power of all shares of each class or
series entitled to vote on such action or (b) the minimum number of votes of
each class or series that would be necessary to authorize or take the action at
a meeting at which all shares of each class or series entitled to vote were
present and voted.

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<PAGE>

Section 203 of Delaware Law. In addition to the foregoing provisions of the
Certificate of Incorporation and the Bylaws, the Company will be subject to the
provisions of Section 203 of the DGCL. Section 203 prohibits publicly held
Delaware corporations from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. Subject to certain
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock. These provisions could have the effect of
delaying, deferring or preventing a change in control of the Company or
reducing the price that certain investors might be willing to pay in the future
for shares of the Common Stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company's Common Stock is
BankBoston, N.A.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have shares of Common
Stock outstanding (assuming no exercise of outstanding options). Of these
shares, the Shares ( Shares if the Underwriters' over-allotment option is
exercised in full) to be sold in the Offering will be freely tradable without
restriction or further registration under the Securities Act, except that any
shares purchased by affiliates of the Company, as that term is defined in Rule
144 under the Securities Act ("Affiliates"), may generally only be sold in
compliance with the limitations of Rule 144 described below. The remaining
shares of Common Stock outstanding upon completion of the Offering are deemed
"Restricted Shares" under Rule 144.

SALES OF RESTRICTED SHARES

Of the total Restricted Shares, 8,400,000 are owned by the Senior Executives
and are subject to certain vesting requirements and restrictions on transfer as
set forth in the Senior Executives Agreements. See "Management--Employment
Agreements." The Company issued 600,000 Restricted Shares to Mr. Miller, which
shares are subject to the same restrictions on vesting as the Performance
Vesting Stock owned by the three Senior Executives. An additional 10,406,000
Restricted Shares were issued to 19 employees of the Company in connection with
employment agreements entered into by the Company with such employees, and such
shares are subject to certain vesting and requirements restrictions on transfer
which are substantially similar to the requirements and restrictions on the
Senior Executive Restricted Stock. As of February 16, 1998, the Company had
issued 10,781,012 Restricted Shares which will be subject to the terms and
conditions of the Stock Option and Incentive Plan. See "Management--Stock
Plan."

None of the Restricted Shares will be eligible for sale in the public market
on the date of this Prospectus. Following the period ending 180 days after the
date of this Prospectus, an additional shares of Common Stock will be
eligible for sale in the public market subject to Rule 144 under the Securities
Act. See "--Lock-up Agreements."

In general, under Rule 144, a person (or persons whose shares are
aggregated), including an Affiliate, who has beneficially owned Restricted
Shares for at least one year is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of (i) one
percent of the then outstanding shares of Common Stock (approximately
shares immediately after this offering) or (ii) the average weekly trading
volume in the Common Stock on the Nasdaq National Market during the four
calendar weeks preceding the date on which notice of such sale is filed,
provided certain requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, Affiliates must
comply with the restrictions and requirements of Rule 144, other than the one-
year holding period requirement, in order to sell shares of Common Stock which
are not restricted securities. Under Rule 144(k), a person who is not an
affiliate and has not been an

43
<PAGE>

Affiliate for at least three months prior to the sale and who has beneficially
owned Restricted Shares for at least two years may resell such shares without
compliance with the foregoing requirements. In meeting the one and two years
holding periods described above, a holder of Restricted Shares can include the
holding periods of a prior owner who was not an Affiliate. The one and two
year holding periods described above do not begin to run until the full
purchase price or other consideration is paid by the person acquiring the
Restricted Shares from the issuer or an Affiliate.

OPTIONS

At February 16, 1998, 2,119,722 shares of Common Stock were issuable
pursuant to outstanding options. None of these options are currently
exercisable, and none will be exercisable, prior to May 27, 1999. Following
the Offering, the Company intends to file one or more registration statements
on Form S-8 under the Securities Act to register up to shares of Common
Stock issued as subject to outstanding stock options or reserved for issuance
under the Company's Stock Option and Incentive Plan.

LOCK-UP AGREEMENTS

Each of the Company, the Selling Stockholders, the directors, executive
officers and other stockholders of the Company have agreed that, without the
prior written consent of Morgan Stanley on behalf of the Underwriters, as
defined, it will not, during the period ending 180 days after the date of this
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership or the Common Stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The restrictions described in this paragraph do not apply to (x)
the sale of Shares to the Underwriters, (y) the issuance by the Company of
shares of Common Stock upon the exercise of an option or a warrant or the
conversion of a security outstanding on the date of this Prospectus of which
the Underwriters have been advised in writing or (z) transactions by any
person other than the Company relating to shares of Common Stock or other
securities acquired in open market transactions after the completion of the
Offering.

REGISTRATION RIGHTS

Following the Offering, holders of shares of Common Stock will have the
right to require the Company to register such shares under the Securities Act
pursuant to terms and conditions of registration agreements with the Company.
See "Certain Transactions." The existence and exercise of the foregoing
registration rights may hinder efforts by the Company to arrange the financing
for the Company and may have an adverse effect on the market price of the
Common Stock. See "Risk Factors--Shares Eligible for Future Sales;
Registration Rights Agreements."

44
<PAGE>

UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the
Underwriters named below for whom Morgan Stanley & Co. Incorporated is acting
as Representative, have severally agreed to purchase, and the Company and the
Selling Stockholders have agreed to sell to them, severally, the respective
number of Shares of Common Stock set forth opposite the names of such
Underwriters below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Morgan Stanley & Co. Incorporated.....................................
Donaldson, Lufkin & Jenrette Securities Corporation...................
NationsBanc Montgomery Securities LLC.................................
The Robinson-Humphrey Company, LLC....................................
----
Total...............................................................
====
</TABLE>

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

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

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

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

From time to time, the Underwriters have provided, and may continue to
provide, investment banking services to the Company.

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

Application will be made for quotation of the Common Stock on the Nasdaq
National Market under the symbol "ANSR."

45
<PAGE>

sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend or otherwise transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership or the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The restrictions described in this paragraph
do not apply to (x) the sale of Shares to the Underwriters, (y) the issuance by
the Company of shares of Common Stock upon the exercise of an option or a
warrant or the conversion of a security outstanding on the date of this
Prospectus of which the Underwriters have been advised in writing or (z)
transactions by any person other than the Company relating to shares of Common
Stock or other securities acquired in open market transactions after the
completion of the Offering.

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

Prior to the Offering, there has been no public market for the Common Stock.
The initial public offering price will be determined by negotiations between
the Company and the Underwriters. Among the factors to be considered in
determining the initial public offering price will be the future prospects of
the Company and its industry in general, sales, earnings and certain other
financial and operating information of the Company in recent periods, and the
price-earnings ratios, price-sales ratios, market prices of securities and
certain financial and operating information of companies engaged in activities
similar to those of the Company. The estimated initial public offering price
range set forth on the cover page of this Preliminary Prospectus is subject to
change as a result of market conditions and other factors.

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

46
<PAGE>

LEGAL MATTERS

The validity of the Shares of Common Stock offered hereby will be passed
upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal
matters in connection with the Offering will be passed upon for the
Underwriters by Ropes & Gray, Boston, Massachusetts.

EXPERTS

The financial statements of AnswerThink Consulting Group, Inc., Delphi
Partners, Inc., The Hackett Group, Inc. and Relational Technologies, Inc.
included elsewhere in this Prospectus have been included herein in reliance on
the reports of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-1 under the Securities Act, of which this
Prospectus is a part, with respect to the Common Stock offered hereby. This
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement for further information
with respect to the Company and the Common Stock offered hereby. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents and when any such document is an exhibit to the
Registration Statement, each such statement is qualified in its entirety by
reference to the copy of such document filed with the Commission. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional
Offices at 75 Park Place, Room 1288, New York, New York 10017, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511, and
copies may be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Registration Statement, including all exhibits and schedules, and such reports
and other information may also be accessed electronically by means of the
Commission's site on the World Wide Web, at http://www.sec.gov.

47
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS OF ANSWERTHINK CONSULTING GROUP, INC.
Report of Independent Certified Public Accountants...................... F-2
Consolidated Balance Sheet as of January 2, 1998........................ F-3
Consolidated Statement of Operations for the Period April 23, 1997 (date
of inception) through January 2, 1998.................................. F-4
Consolidated Statement of Stockholders' Equity for the Period April 23,
1997 (date of inception) through January 2, 1998....................... F-5
Consolidated Statement of Cash Flows for the Period April 23, 1997 (date
of inception) through January 2, 1998.................................. F-6
Notes to Financial Statements........................................... F-7
FINANCIAL STATEMENTS OF DELPHI PARTNERS, INC.
Report of Independent Accountants....................................... F-15
Balance Sheets as of October 24, 1997 and December 31, 1996............. F-16
Statements of Operations for the Period January 1, 1997 through October
24, 1997 and for the Years Ended December 31, 1995 and 1996............ F-17
Statements of Stockholders' Equity for the Period from January 1, 1997
through October 24, 1997 and for the Years Ended December 31, 1995 and
1996................................................................... F-18
Statements of Cash Flows for the period January 1, 1997 through October
24, 1997 and for the Years ended December 31, 1996 and 1995............ F-19
Notes to Financial Statements........................................... F-20
FINANCIAL STATEMENTS OF THE HACKETT GROUP, INC.
Report of Independent Accountants....................................... F-23
Balance Sheets as of September 30, 1997 and December 31, 1996........... F-24
Statements of Operations for the Period January 1, 1997 through
September 30, 1997 and for the Years Ended December 31, 1996 and 1995.. F-25
Statements of Stockholder's Equity for the Period January 1, 1997
through September 30, 1997 and for the Years Ended December 31, 1996
and 1995............................................................... F-26
Statements of Cash Flows for the Period January 1, 1997 through
September 30, 1997 and for the Years Ended December 31, 1996 and 1995.. F-27
Notes to Financial Statements........................................... F-28
FINANCIAL STATEMENTS OF RELATIONAL TECHNOLOGIES, INC.
Report of Independent Accountants....................................... F-31
Balance Sheets as of July 31, 1997 and December 31, 1996................ F-32
Statements of Operations for the Period January 1, 1997 through July 31,
1997 and for the Year Ended December 31, 1996.......................... F-33
Statements of Stockholders' Equity for the Period January 1, 1997
through July 31, 1997 and for the Year Ended December 31, 1996......... F-34
Statements of Cash Flows for the Period January 1, 1997 through July 31,
1997 and for the Year Ended December 31, 1996.......................... F-35
Notes to Financial Statements........................................... F-36
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Basis of Presentation................................................... PF-1
Unaudited Pro Forma Consolidated Statement of Operations for the Period
April 23, 1997 (date of inception) through January 2, 1998............. PF-2
Notes to Unaudited Pro Forma Consolidated Statement of Operations....... PF-3
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of AnswerThink Consulting Group, Inc.
Miami, Florida

We have audited the accompanying consolidated balance sheet of AnswerThink
Consulting Group, Inc. and subsidiaries as of January 2, 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the period April 23, 1997 (date of inception) through January 2, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of AnswerThink
Consulting Group, Inc. and subsidiaries as of January 2, 1998 and the
consolidated results of their operations and their cash flows for the period
April 23, 1997 (date of inception) through January 2, 1998, in conformity with
generally accepted accounting principles.

Coopers & Lybrand L.L.P.
Miami, Florida
March 12, 1998

F-2
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<S> <C>
ASSETS
<CAPTION>
AS OF
JANUARY 2, 1998
---------------
<S> <C>
Current assets:
Cash and cash equivalents.................................... $ 3,173,262
Accounts receivable and unbilled revenue, net................ 10,157,720
Prepaid expenses and other current assets.................... 412,388
-----------
Total current assets....................................... 13,743,370
Property and equipment, net.................................... 2,495,295
Other assets................................................... 467,370
Goodwill, net.................................................. 11,943,610
-----------
Total assets............................................... $28,649,645
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................. $ 1,437,292
Accrued expenses and other liabilities....................... 4,126,254
-----------
Total current liabilities.................................. 5,563,546
-----------
Borrowings under revolving credit facility .................... 8,150,000
Notes payable to stockholders.................................. 4,050,000
-----------
Total long-term liabilities................................ 12,200,000
-----------
Total liabilities.......................................... 17,763,546
-----------
Commitments and contingencies
Convertible preferred stock ................................... 10,040,196
-----------
Stockholders' equity:
Common stock, $.001 par value, authorized 100,000,000 shares;
issued and outstanding 46,757,184 shares.................... 46,757
Additional paid-in capital................................... 13,545,901
Unearned compensation--restricted stock...................... (656,303)
Accumulated deficit.......................................... (12,090,452)
-----------
Total stockholders' equity................................. 845,903
-----------
Total liabilities and stockholders' equity................. $28,649,645
===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998

<TABLE>
<S> <C>
Net revenues..................................................... $ 14,848,172
Costs and expenses:
Project personnel and expenses................................. 13,333,921
Selling, general and administrative............................ 8,084,558
Settlement costs............................................... 1,902,608
------------
Total costs and operating expenses........................... 23,321,087
------------
Loss from operations........................................... (8,472,915)
Other income (expense):
In-process research and development technology................. (4,000,000)
Interest income................................................ 498,018
Interest expense............................................... (115,555)
------------
Net loss......................................................... $(12,090,452)
============
Net loss per common share--basic and diluted..................... $ (0.95)
============
Weighted average common shares outstanding....................... 12,684,637
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998

<TABLE>
<CAPTION>
UNEARNED
COMMON STOCK ADDITIONAL COMPENSATION TOTAL
------------------ PAID-IN RESTRICTED ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL STOCK DEFICIT EQUITY
---------- ------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, April 23,
1997................... -- $ -- $ -- $ -- $ -- $ --
Issuance of 27,469,700
shares of restricted
common stock........... 27,469,700 27,470 744,144 (702,447) -- 69,167
Conversion of 3,653,268
shares of Class A
preferred stock to
common stock .......... 14,613,072 14,613 10,945,191 -- -- 10,959,804
Issuance of 4,674,412
shares of restricted
common stock for
business acquisitions.. 4,674,412 4,674 1,856,566 -- -- 1,861,240
Amortization of deferred
compensation expense... -- -- -- 46,144 -- 46,144
Net loss................ -- -- -- -- (12,090,452) (12,090,452)
---------- ------- ----------- --------- ------------ ------------
Balance, January 2,
1998................... 46,757,184 $46,757 $13,545,901 $(656,303) $(12,090,452) $ 845,903
========== ======= =========== ========= ============ ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss....................................................... $(12,090,452)
Adjustments to reconcile net loss to net cash used in operating
activities:
In-process research and development technology............... 4,000,000
Depreciation and amortization................................ 462,073
Changes in assets and liabilities, net of effects from
acquisitions:
Increase in accounts receivable and unbilled revenue........... (4,481,152)
Increase in prepaid expenses and other current and non-current
assets........................................................ (736,166)
Increase in accounts payable................................... 825,545
Increase in accrued expenses and other liabilities............. 784,906
------------
Net cash used in operating activities...................... (11,235,246)
------------
Cash flows from investing activities:
Purchase of property and equipment............................. (2,089,249)
Cash used in acquisition of businesses, net of cash acquired... (12,728,991)
------------
Cash used in investing activities.......................... (14,818,240)
------------
Cash flows from financing activities:
Proceeds from issuance of common stock......................... 76,748
Proceeds from issuance of Class A, convertible preferred
stock......................................................... 21,000,000
Proceeds from revolving credit facility........................ 8,150,000
------------
Net cash provided by financing activities.................. 29,226,748
------------
Net increase in cash and cash equivalents........................ 3,173,262
Cash and cash equivalents at beginning of period................. --
------------
Cash and cash equivalents at end of period....................... $ 3,173,262
============
Supplemental disclosure of cash flows information:
Cash paid for interest......................................... $ --
Cash paid for income taxes..................................... $ --
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-6
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business

AnswerThink Consulting Group, Inc. (the "Company") is a rapidly growing
provider of knowledge-based consulting and information technology ("IT")
services to Fortune 1000 companies and other sophisticated buyers. The Company
addresses its clients' strategic business needs by offering a wide range of
integrated services or solutions, including benchmarking, process
transformation, software package implementation, electronic commerce, decision
support technology, technology architecture and integration and Year 2000
solutions.

Organization

On April 23, 1997, the Company and the initial investors in the Company (the
"Initial Investors") entered into a stock purchase agreement (the "Stock
Purchase Agreement") pursuant to which the Company sold 6,800,000 shares to
the Initial Investors of the Company's Class A Convertible Preferred Stock,
par value of $.001 per share (the "Class A Preferred Stock"). Such shares of
Class A Preferred Stock were sold at $3.00 per share, for total proceeds of
$20.4 million.

In May 1997, certain senior executives of the Company purchased an
additional 200,000 shares of Class A Preferred Stock at $3.00 per share. Each
share of Class A Preferred Stock is convertible into four shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock").

Pursuant to the Stock Purchase Agreement, certain of the Initial Investors
have the option to purchase from the Company an additional 200,000 shares of
Class A Preferred Stock at $3.00 per share. See Note 15.

Management's Estimates

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

Principles of Consolidation

The Consolidated Financial Statements include AnswerThink Consulting Group,
Inc. and its subsidiaries. All material intercompany accounts and transactions
have been eliminated.

Revenue Recognition

The Company recognizes revenues as work is performed on a contract by
contract basis, adjusted for any anticipated losses in the period in which any
such losses are identified. To date, the Company has not experienced any
material losses. Out-of-pocket expenses are reimbursed by clients and are
offset against expenses incurred.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period. The
calculation includes only the vested portion of common shares issued to
employees under employment agreements and does not include shares which have
not yet vested. The calculation also does not include shares which vest only
if certain future events occur. Accordingly, common shares outstanding for per
share purposes, is significantly lower than actual shares issued and
outstanding.

F-7
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Loss per share assuming dilution is computed by dividing net loss by the
weighted average number of common shares outstanding, increased by assumed
conversion of other potentially dilutive securities during the period.
Potentially dilutive shares which have not been included in the diluted per
share calculation include 17,803,304 unvested shares under the employment
agreements and 17,856,809 shares from assumed conversion of convertible
preferred stock because their effects would be anti-dilutive due to the loss
incurred by the Company. Accordingly, for the period presented, diluted net
loss per common share is the same as basic net loss per common share.

Fiscal Year

The Company's fiscal year ends on the Friday closest to December 31. The
fiscal year for the Company will generally consist of a 52-week period. Fiscal
year 1997 ended on January 2, 1998. References to a year in these financial
statements relate to a fiscal year rather than a calendar year.

Cash and Cash Equivalents

The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.

Property and Equipment, Net

Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets ranging from three to five years. Expenditures for
repairs and maintenance are charged to expense as incurred. Expenditures for
betterments and major improvements are capitalized. The carrying amount of
assets sold or retired and related accumulated depreciation are removed from
the accounts in the year of disposal and any resulting gains or losses are
included in the statement of operations.

Intangible Assets

Goodwill, related to the acquisitions, is being amortized over 15 years on a
straight-line basis. The Company recorded amortization expense of $137,729 for
the period April 23, 1997 (date of inception) through January 2, 1998. The
carrying value of goodwill is subject to periodic review of realizability.

Income Taxes

The Company records income taxes using the liability method. Under this
method, the Company records deferred taxes based on temporary taxable and
deductible differences between the tax bases of the Company's assets and
liabilities and their financial reporting bases. A valuation allowance is
established when it is more likely than not that some or all of the deferred
tax assets will not be realized.

Concentration of Credit Risk

The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses. Such losses have been insignificant. During the
period April 23, 1997 (date of inception) through January 2, 1998, two
customers accounted for approximately 13% of net revenues.

F-8
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Recent Accounting Pronouncements

In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for
financial statements for periods beginning after December 15, 1997. Management
believes that this standard will not result in significantly greater
disclosure than what is already contained in these financial statements.

In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997. In light of the Company's formation during
the current year, management is evaluating the requirements of this standard
and its applicability to the Company.

2. ACQUISITIONS AND INVESTING ACTIVITIES:

On August 1, 1997, the Company acquired Relational Technologies, Inc.,
("RTI") an Atlanta, Georgia, based information technology consulting and
Oracle software implementation company for 2,441,400 restricted shares of
Common Stock issued to RTI's stockholders valued at approximately $610,000.

On October 13, 1997, the Company acquired all of the outstanding shares of
The Hackett Group, Inc. ("Hackett") an Ohio based consulting firm specializing
in benchmarking and process transformation primarily to Fortune 500 companies.
The original purchase price payable to the sole stockholder of Hackett
consisted of approximately $6,500,000 in cash, a $5,143,000 promissory note
and 888,000 restricted shares of Common Stock valued at approximately
$355,000. The note and the restricted shares are subject to certain earn-out
provisions. The note is payable in three separate installments. As of January
2, 1998, the Company had recorded $3,750,000 bearing interest at a rate of 12%
per annum, for additional purchase consideration under the promissory note due
to the seller on March 31, 1998 based on achievement of earnings targets for
1997. The second installment obligation of $497,000 is due March 31, 1999, and
the third installment obligation of $896,000 is due March 31, 2000. The
obligations for the second and third installment payments bear interest at a
rate of 8% per annum. A significant portion of the purchase price for the
Hackett acquisition was allocated to in-process research and development
technology, resulting in a $4,000,000 charge to the Company's operations in
the quarter ended January 2, 1998. These charges were valued using a risk
adjusted cash flow model, under which projected income and expenses
attributable to the purchased technology were identified, and potential income
streams were discounted for risks and uncertainties, including the stage of
development of the technology, viability of target markets, rapidly changing
nature of the industry and other factors. See Note 15.

On November 12, 1997, the Company acquired all of the outstanding shares of
Delphi Partners, Inc. ("Delphi") for approximately $7,400,000 in cash plus
1,120,000 restricted shares of Common Stock valued at $840,000. The sellers
are also entitled to contingent consideration of up to a maximum of $2,500,000
to be paid by April 30, 1999 based on the achievement of certain pre-tax
profit targets as defined. Delphi is an information systems consulting
services firm focused primarily on applications developed by PeopleSoft, Inc.

All the acquisitions made by the Company have been accounted for using the
purchase method of accounting. Accordingly, the results of operations of the
acquired companies are included in the Company's consolidated results of
operations from the respective dates of acquisition. Contingent consideration,
to the extent earned, will be recorded as additional goodwill.

F-9
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The aggregate consideration for the Company's acquisitions has been
allocated to the assets and liabilities acquired based upon their respective
fair values. The components of the purchase price allocation, including fees
and expenses, are as follows:

<TABLE>
<S> <C>
Fair value of net assets acquired (primarily accounts
receivable) excluding cash acquired......................... $ 2,258,892
Goodwill..................................................... 12,081,339
In-process research and development technology............... 4,000,000
Common Stock issued.......................................... (1,861,240)
Note payable-earned additional purchase consideration........ (3,750,000)
-----------
Cash used in acquisitions of businesses, net of cash ac-
quired...................................................... $12,728,991
===========
</TABLE>

The following information presents the unaudited pro forma condensed results
of operations for the period April 23, 1997 (date of inception) through
January 2, 1998 as if the Company's acquisitions of RTI, Hackett and Delphi
had occurred on April 23, 1997. The pro forma adjustments include additional
amortization and interest expense in the amount of approximately $362,000 and
$420,000, respectively. The pro forma results are presented for informational
purposes only and are not necessarily indicative of the future results of
operations of the Company or the results of operations of the Company had the
acquisitions occurred on April 23, 1997.

<TABLE>
<CAPTION>
PRO FORMA RESULTS
OF OPERATIONS
-----------------
<S> <C>
Net revenues............................................... $ 28,816,510
Net loss................................................... $(11,102,240)
Net loss per common share--basic and diluted............... $ (0.73)
</TABLE>

3. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following:

<TABLE>
<CAPTION>
AS OF
JANUARY 2,
1998
----------
<S> <C>
Equipment........................................................ $2,446,319
Furniture and fixtures........................................... 235,257
Leasehold improvements........................................... 51,375
----------
Total cost..................................................... 2,732,951
Less accumulated depreciation.................................... (237,656)
----------
$2,495,295
==========
</TABLE>

4. ACCRUED EXPENSES AND OTHER LIABILITIES:

Accrued expenses and other liabilities consists of the following:

<TABLE>
<CAPTION>
AS OF
JANUARY 2,
1998
----------
<S> <C>
Accrued payroll and payroll related expenses..................... $3,019,519
Other accrued expenses........................................... 1,106,735
----------
$4,126,254
==========
</TABLE>

F-10
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. BORROWINGS UNDER REVOLVING CREDIT FACILITY:

On November 7, 1997, the Company entered into an agreement with Bank Boston,
N.A. ("Bank Boston") for a $10 million revolving credit facility (the "Credit
Facility"), maturing on November 7, 2000. The Company's obligation under the
Credit Facility is collateralized by all of the assets of the Company. The
Credit Facility may be increased to $20 million if certain future earnings and
performance criteria are satisfied. The total amount outstanding as of January
2, 1998 is $8,150,000 at varying rates, principally LIBOR plus 2.25-3.25%
(weighted average 8.5% rate at January 2, 1998).

The Credit Facility contains, among other things, the maintenance of certain
financial covenants such as minimum levels of earnings, minimum liquidity
ratios, and debt as a percentage of cash flow.

Pursuant to the Credit Facility, BankBoston was granted an option to
purchase up to 33,333 shares of Class B Preferred Stock. See Note 15.

6. NOTES PAYABLE TO STOCKHOLDERS:

Notes payable to stockholders consists of the following:

<TABLE>
<CAPTION>
AS OF
JANUARY 2,
1998
----------
<S> <C>
Notes payable-earned additional purchase consideration.............. $3,750,000
Other notes payable................................................. 300,000
----------
Total notes payable to stockholders............................... $4,050,000
==========
</TABLE>

The Company issued a note for $5,143,000 payable to Gregory P. Hackett in
connection with the Company's purchase of Hackett. Payment of the note is
contingent on achievement of earnings targets as defined. As of January 2,
1998, $3,750,000 had been earned by Mr. Hackett. The note bears interest at
12%. See Note 15.

The Company has two notes amounting to $300,000 payable to the two former
principals of Delphi. The notes bear interest at 6% per annum with principal
and accrued interest due on March 31, 1999.

7. LEASE COMMITMENTS:

The Company and its subsidiaries have operating lease agreements for its
premises that expire on various dates through 2004. The operating lease
agreements for premises are subject to escalation. Rent expense for the period
April 23, 1997 (date of inception) through January 2, 1998, was approximately
$300,000.

Minimum future lease commitments under noncancelable operating leases in
effect at January 2, 1998, are presented as follows:

<TABLE>
<S> <C>
1998............................................................. $ 919,915
1999............................................................. 1,064,178
2000............................................................. 992,218
2001............................................................. 905,736
2002............................................................. 912,310
Thereafter....................................................... 658,207
----------
Total minimum lease payments................................... $5,452,564
==========
</TABLE>

F-11
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. INCOME TAXES:

The Company generated a loss for financial reporting purposes of
approximately $12.1 million for the period April 23, 1997 (date of inception)
through January 2, 1998. The temporary differences between the loss for
financial reporting purposes and the loss for tax purposes arise primarily
from differences in the lives of depreciable assets and the accrual of certain
expenses for financial reporting purposes that are not allowable deductions
for tax purposes until the year they are paid. The amounts of those temporary
differences as of January 2, 1998 are not significant.

The Net Operating Loss ("NOL") for tax purposes differs from the NOL for
financial reporting purposes due to the write-off of acquired in-process
research and development technology and the amortization of goodwill. The tax
NOL amounted to approximately $8.0 million at January 2, 1998.

Current accounting standards require that deferred income taxes reflect the
tax consequences on future years of differences between the tax bases of
assets and liabilities and their bases for financial reporting purposes.
Future tax benefits such as NOLs are required to be recognized to the extent
that realization of such benefits is more likely than not. In light of the
loss experienced during the year and that the current year is the first year
of operations, a valuation allowance has been established for the entire
deferred tax asset attributed to the NOL carryforward.

9. RESTRICTED STOCK AND STOCK OPTIONS:

As of January 2, 1998, the Company has sold an aggregate of 27,469,700
restricted shares to employees of the Company at nominal purchase prices per
share. Each employee executed an employment agreement or a restricted stock
agreement with the Company providing for, among other things, the manner in
which restricted shares will vest. In general, a certain percentage of
restricted shares will begin to vest upon the second anniversary from the
purchase date of such shares and will become fully vested either by the fourth
or sixth anniversary from the purchase date so long as the holder remains an
employee.

In connection with the formation of the Company, certain of the Company's
employees and one director received 7,040,000 restricted shares of Common
Stock which will vest in their entirety at such time following completion of
an initial public offering and upon achieving either certain revenue targets
or maintaining a price per share above a certain level. In the event these
shares vest, the Company will recognize a non-cash compensation charge on the
vesting date equal to the aggregate fair value of the shares vesting on such
dates.

Shares of restricted stock are issued to employees and other representatives
of acquired companies. Employees vest in these shares over periods up to five
years and, in certain cases, upon achieving certain revenue targets. The
market value of the restricted stock at the time of grant is recorded as
unearned compensation in a separate component of stockholders' equity and
amortized as compensation expense ratably over the vesting periods. At January
2, 1998, 1,863,300 shares of such restricted stock had been issued.

As of January 2, 1998, the Company has granted options to purchase an
aggregate of 1,415,812 shares of Common Stock to employees at an exercise
price of $1.25 per share which was at or above the estimated market price of
the Common Stock at the dates of grants. Options granted will be exercisable
in accordance with the terms specified in each option agreement entered into
between the Company and each optionee. As long as the optionee remains an
employee, all such options become exercisable in increments of 50%, 25%, and
25% on the second, third and fourth anniversary of the date of issuance
thereof, respectively.

In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company is
required to disclose pro forma net income (loss) information as

F-12
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

if compensation expense related to the fair value of the options granted had
been included in earnings (losses). The fair value of option grants is
estimated using the Black-Scholes option pricing model with the following
assumptions used for the 1997 grants: a ten-year expected life, a volatility
factor of zero, a risk-free interest rate of 6.0% and no dividend payments.

The weighted average remaining life of the options granted at January 2,
1998 is 9.7 years. In light of the loss experienced during the year and that
the current year is the first year of operations, the Company's options had
essentially no value. Had the fair value method of accounting been applied to
the Company's stock options, the Company's net loss and loss per share, on a
pro forma basis, would not be materially different from the net loss and loss
per share reported.

10. CONVERTIBLE PREFERRED STOCK:

Preferred Stockholders are entitled to a $3.00 liquidation preference per
share in the event of liquidation, dissolution or winding up of the Company.
Each share of Preferred Stock is convertible on a four-for-one basis to Common
Stock and is entitled to non-cumulative dividends if and when declared by the
Board of Directors. Holders of Preferred Stock have certain redemption rights
defined in the Amended and Restated Articles of Incorporation but do not have
preemptive rights. To the extent not redeemed or converted, remaining shares
of the convertible Preferred Stock will be redeemed at their liquidation value
on April 22, 2004.

11. STOCKHOLDERS' EQUITY:

During 1997, the board of directors authorized a four-for-one stock split in
the form of a stock dividend which has been reflected retroactively in the
statement of stockholders' equity. All share and per share amounts presented
in the consolidated financial statements and notes thereto have been
retroactively adjusted to reflect the stock split.

12. SETTLEMENT COSTS:

Settlement costs consist primarily of payments to certain key executives and
certain other management employees of the Company relating to the obligations
assumed by the Company for compensation earned during the period from December
1, 1996 to the date of the Company's inception by such employees and legal
fees incurred in connection with the ensuing litigation.

13. LITIGATION:

The Company is involved in legal proceedings, claims, and litigation arising
in the ordinary course of business. In the opinion of management, the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.

14. RELATED PARTY TRANSACTION:

The Company purchases most of its computer hardware and software from a
distributor that is owned in part by three senior executives and directors of
the Company. During the year, the Company purchased approximately $1.5 million
from this distributor.

F-13
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

15. SUBSEQUENT EVENTS:

(a) On February 24, 1998, the Company sold an additional 200,000 shares of
Class A Preferred Stock to certain of the Initial Investors and their
affiliates.

(b) On March 5, 1998, the Company issued 33,333 shares of Class B
Convertible Preferred Stock with a liquidation value of $15.00 per share to an
affiliate of BankBoston at a price of $15.00 per share. Each share of Class B
Convertible Preferred Stock is convertible into four shares of Common Stock.

(c) On March 12, 1998, the Company entered into an amendment with the sole
stockholder of Hackett to waive the earn-out provisions and to extend the due
date on the $3,750,000 note obligation owed to such stockholder from March 31,
1998 to the earlier of the completion of a public offering of shares by the
Company or January 15, 1999.

F-14
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Delphi Partners, Inc.
Marlton, New Jersey

We have audited the accompanying balance sheets of Delphi Partners, Inc. as
of October 24, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity, and cash flows for the period January 1,
1997 through October 24, 1997 and for the years ended December 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Delphi Partners, Inc. as
of October 24, 1997 and December 31, 1996 and the results of its operations
and its cash flows for the period January 1, 1997 through October 24, 1997 and
for the years ended December 31, 1996 and 1995, in conformity with generally
accepted accounting principles.

Coopers & Lybrand L.L.P.

Miami, Florida
February 27, 1998

F-15
<PAGE>

DELPHI PARTNERS, INC.

BALANCE SHEETS

OCTOBER 24, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
AS OF
------------------------
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 960,402 $ 270,325
Accounts receivable and unbilled revenue............ 2,681,315 2,693,499
Prepaid expenses and other current assets........... 47,989 12,796
---------- ----------
Total current assets.............................. 3,689,706 2,976,620
Property and equipment, net........................... 275,650 160,445
Other assets.......................................... 18,228 10,725
---------- ----------
Total assets...................................... $3,983,584 $3,147,790
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 407,083 $ 351,452
Accrued expenses.................................... 1,311,046 818,072
Deferred income taxes............................... 91,200 91,200
---------- ----------
Total current liabilities......................... 1,809,329 1,260,724
Notes payable to stockholders......................... 300,000 --
Long-term portion of capital leases................... 39,707 --
---------- ----------
Total liabilities................................. 2,149,036 1,260,724
---------- ----------
Stockholders' equity:
Common stock, $.01 par value, authorized 30,000
shares; issued and outstanding 20,000 and 100
shares at October 24, 1997 and December 31, 1996,
respectively....................................... 200 1
Additional paid-in capital.......................... 9,800 9,999
Retained earnings................................... 1,824,548 1,877,066
---------- ----------
Total stockholders' equity........................ 1,834,548 1,887,066
---------- ----------
Total liabilities and stockholders' equity........ $3,983,584 $3,147,790
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-16
<PAGE>

DELPHI PARTNERS, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Net revenues................................... $9,773,836 $7,843,972 $3,158,812
Costs and expenses:
Project personnel and expenses............... 4,429,935 3,981,245 1,642,405
Selling, general and administrative.......... 4,666,891 2,684,245 1,219,560
---------- ---------- ----------
Total costs and operating expenses......... 9,096,826 6,665,490 2,861,965
---------- ---------- ----------
Income from operations......................... 677,010 1,178,482 296,847
Interest income.............................. -- 25,225 3,058
---------- ---------- ----------
Income before income taxes..................... 677,010 1,203,707 299,905
Provision for income taxes..................... 99,275 67,131 17,600
---------- ---------- ----------
Net income..................................... $ 577,735 $1,136,576 $ 282,305
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-17
<PAGE>

DELPHI PARTNERS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
COMMON ADDITIONAL
STOCK COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
------ ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance as of December 31,
1994........................ 100 $ 1 $9,999 $ 458,185 $ 468,185
Net income................... -- -- -- 282,305 282,305
------ ---- ------ ---------- ----------
Balance as of December 31,
1995........................ 100 1 9,999 740,490 750,490
Net income................... -- -- -- 1,136,576 1,136,576
------ ---- ------ ---------- ----------
Balance as of December 31,
1996........................ 100 1 9,999 1,877,066 1,887,066
Net income................... -- -- -- 577,735 577,735
Stockholders' distributions.. -- -- -- (630,253) (630,253)
Two hundred-for-one stock
split....................... 19,900 199 (199) -- --
------ ---- ------ ---------- ----------
Balance as of October 24,
1997........................ 20,000 $200 $9,800 $1,824,548 $1,834,548
====== ==== ====== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-18
<PAGE>

DELPHI PARTNERS, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- ----------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................... $ 577,735 $ 1,136,576 $ 282,305
---------- ----------- ---------
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization.......... 81,848 47,652 27,361
Deferred income taxes.................. -- 54,800 10,200
Changes in assets and liabilities:
Decrease (increase) in accounts
receivable and unbilled revenue....... 12,184 (1,750,925) (346,882)
(Increase) decrease in prepaid expenses
and other current assets.............. (35,193) 1,627 (8,898)
Increase in other assets............... (7,503) (8,525) --
Increase in accounts payable........... 55,631 231,597 81,247
Increase in accrued expenses........... 492,974 597,171 132,345
---------- ----------- ---------
Total adjustments.................... 599,941 (826,603) (104,627)
---------- ----------- ---------
Net cash flows provided by
operations........................ 1,177,676 309,973 177,678
---------- ----------- ---------
Cash flows from investing activities:
Purchases of property and equipment...... (157,346) (98,499) (119,053)
---------- ----------- ---------
Net cash flows used in investing
activities........................ (157,346) (98,499) (119,053)
---------- ----------- ---------
Cash flows from financing activities
Stockholders' distributions.............. (630,253) -- --
Stockholders' advances................... 300,000 -- (4,295)
---------- ----------- ---------
Net cash flows used in financing
activities........................ (330,253) -- (4,295)
---------- ----------- ---------
Net increase in cash and cash equivalents.. 690,077 211,474 54,330
Cash and cash equivalents at beginning of
year...................................... 270,325 58,851 4,521
---------- ----------- ---------
Cash and cash equivalents at end of year... $ 960,402 $ 270,325 $ 58,851
========== =========== =========
Supplemental disclosure of cash flows
information:
Cash paid for interest................... $ 295 $ 65 $ 211
Cash paid for taxes...................... $ 29,935 $ 3,895 $ 3,600
Non cash purchases of property and
equipment recorded as capital leases.... $ 39,707 $ -- $ --
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-19
<PAGE>

DELPHI PARTNERS, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business

Delphi Partners, Inc. ("the Company") is a specialist software consulting
firm, offering a broad range of consulting and related training services to
clients implementing client/server human resources and financial applications.
Its primary service offering is the implementation of PeopleSoft software.

The Company provides its services to clients in a broad range of industries
including high technology, retail, and consumer and industrial products.

Management's Estimates

Income Taxes

The Company has elected to be taxed as an S corporation under the provisions
of the Internal Revenue Code. Under those provisions, the Company does not pay
federal income taxes on its taxable income. The stockholders reflect on their
individual federal income tax returns their respective share of the Company's
taxable income or loss subject to statutory limitations.

The Company accounts for state income taxes (in those states which do not
recognize S-Corporation status) in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes. Accordingly,
deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Current income taxes are based on the year's income taxable for
state income tax reporting purposes.

Revenue Recognition

The Company derives substantially all of its revenues from information
technology and management consulting, software development and implementation,
and package software evaluation and implementation services. Revenues from
management consulting and package software evaluation and implementation
services are recognized as the service is provided, principally on a time and
material basis. Losses on projects in progress are recognized when known. Net
revenues exclude reimbursable expenses charged to clients.

Fiscal Year

The Company's fiscal year ends on the Friday closest to December 31. The
fiscal year for the Company will generally consist of a 52-week period.
References to a year in these financial statements relate to a fiscal year
rather than a calendar year.

Cash and Cash Equivalents

Property and Equipment, Net

F-20
<PAGE>

DELPHI PARTNERS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

capitalized. The carrying amounts of assets sold or retired and related
accumulated depreciation are removed from the accounts in the year of disposal
and any gains or losses are included in the statement of operations.

Concentration of Credit Risk

The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses to the extent they are identified. Such losses have
been insignificant and are within management's expectations. Three, six and
seven major customers comprised approximately 25%, 53% and 65% of net revenues
for the period January 1, 1997 through October 24, 1997 and for the years
ended December 31, 1996 and 1995, respectively.

Recent Accounting Pronouncements

Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. See Note 9.

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following as of October 24, 1997 and
December 31, 1996:

<TABLE>
<CAPTION>
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
Furniture and equipment............................. $ 434,801 $237,748
Less accumulated depreciation....................... (159,151) (77,303)
--------- --------
$ 275,650 $160,445
========= ========
</TABLE>

3. NOTES PAYABLE TO STOCKHOLDERS:

The Company has two notes amounting to $300,000 payable to its principal
stockholders who are also current employees. The notes bear interest at 6% per
annum with principal and accrued interest due on March 31, 1999.

4. PROVISION FOR TAXES:

The provision for state taxes consists of the following for the period
January 1, 1997 through October 24, 1997 and for the years ended December 31,
1996 and 1995:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Current.............................................. $99,275 $12,331 $ 7,400
======= ======= =======
Deferred............................................. $ -- $54,800 $10,200
======= ======= =======
</TABLE>

F-21
<PAGE>

DELPHI PARTNERS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. LEASE COMMITMENTS:

The Company has two operating lease agreements for premises. One expires on
March 31, 2000 and the other is month-to-month. The operating lease agreement
is subject to real estate escalation and reimbursement of operating costs.
Rent expense for the period January 1, 1997 through October 24, 1997 and for
the years ended December 31, 1996 and 1995 was approximately $90,000, $72,000
and $31,000, respectively.

Minimum future lease commitments under the noncancelable operating lease in
effect at October 24, 1997, is presented as follows:

<TABLE>
<S> <C>
1998............................................................... $ 69,003
1999............................................................... 52,773
2000............................................................... 13,332
--------
Total minimum lease payments..................................... $135,108
========
</TABLE>

6. ACCRUED EXPENSES:

Accrued expenses consists of the following as of October 24, 1997 and
December 31, 1996:

<TABLE>
<CAPTION>
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
Accrued payroll and payroll related expenses....... $1,117,263 $765,472
State income taxes payable......................... 75,729 6,331
Profit sharing plan payable........................ 55,059 45,700
Other.............................................. 62,995 569
---------- --------
$1,311,046 $818,072
========== ========
</TABLE>

7. PROFIT SHARING PLAN:

On January 1, 1996, the Company adopted a 401(K) plan (the "Plan") which
covers substantially all of its employees. Under the Plan, the Company matches
25% of the employee contributions up to a maximum of $1,000 per year and may
contribute an additional discretionary amount. The Company contributed $61,376
for the period January 1, 1997 through October 24, 1997 and $45,700 for the
year ended December 31, 1996.

8. COMMON STOCK:

On April 30, 1997, the directors of the Company increased the number of
authorized shares of common stock from 100 shares to 20,000 shares, and in
connection with such amendment, effected a 200 for 1 split of each share of
the outstanding common stock.

9. SUBSEQUENT EVENT:

On November 12, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for cash and AnswerThink stock.

F-22
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholder of The Hackett Group, Inc.
Hudson, Ohio

We have audited the accompanying balance sheets of The Hackett Group, Inc.
as of September 30, 1997 and December 31, 1996, and the related statements of
operations, stockholder's equity, and cash flows for the period January 1,
1997 through September 30, 1997 and for the years ended December 31, 1996 and
1995. 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 financial position of The Hackett Group, Inc. as
of September 30, 1997 and December 31, 1996 and the results of its operations
and its cash flows for the period January 1, 1997 through September 30, 1997
and for the years ended December 31, 1996 and 1995, in conformity with
generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Miami, Florida
February 27, 1998

F-23
<PAGE>

THE HACKETT GROUP, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF
--------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 3,118,511 $ 240,532
Accounts receivable and unbilled revenue.......... 1,368,626 1,097,129
Prepaid expenses and other current assets......... -- 25,000
----------- ----------
Total current assets............................ 4,487,137 1,362,661
Property and equipment, net......................... 419,545 447,538
Other assets........................................ 1,596 1,088
----------- ----------
Total assets.................................... $ 4,908,278 $1,811,287
=========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................. $ 115,676 $ 13,511
Accrued expenses and other current liabilities.... 2,096,212 240,346
Deferred revenue.................................. 300,000 140,000
----------- ----------
Total current liabilities....................... 2,511,888 393,857
----------- ----------
Commitments and contingencies
Stockholder's equity:
Common stock, no par value, authorized 750 shares;
issued and outstanding 100 shares at September
30, 1997 and December 31, 1996................... 10,000 10,000
Retained earnings................................. 2,386,390 1,407,430
----------- ----------
Total stockholder's equity...................... 2,396,390 1,417,430
----------- ----------
Total liabilities and stockholder's equity...... $ 4,908,278 $1,811,287
=========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-24
<PAGE>

THE HACKETT GROUP, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Net revenues................................. $6,453,588 $6,119,195 $7,648,257
Costs and expenses:
Project personnel and expenses............. 4,225,353 4,774,989 5,008,046
Selling, general and administrative........ 870,988 1,528,048 1,661,703
---------- ---------- ----------
Total costs and operating expenses......... 5,096,341 6,303,037 6,669,749
---------- ---------- ----------
Income (loss) from operations................ 1,357,247 (183,842) 978,508
Interest income............................ 78,713 70,170 81,544
---------- ---------- ----------
Net income (loss)............................ $1,435,960 $ (113,672) $1,060,052
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-25
<PAGE>

THE HACKETT GROUP, INC.

STATEMENTS OF STOCKHOLDER'S EQUITY

FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
COMMON
STOCK COMMON RETAINED
SHARES STOCK EARNINGS TOTAL
------ -------- ----------- -----------
<S> <C> <C> <C> <C>
Balance as of December 31, 1994...... 100 $ 10,000 $ 660,111 $ 670,111
Stockholder's distributions.......... -- -- (199,061) (199,061)
Net income........................... -- -- 1,060,052 1,060,052
--- -------- ----------- -----------
Balance as of December 31, 1995...... 100 10,000 1,521,102 1,531,102
Net loss............................. -- -- (113,672) (113,672)
--- -------- ----------- -----------
Balance as of December 31, 1996...... 100 10,000 1,407,430 1,417,430
Stockholder's distributions.......... -- -- (457,000) (457,000)
Net income........................... -- -- 1,435,960 1,435,960
--- -------- ----------- -----------
Balance as of September 30, 1997..... 100 $ 10,000 $ 2,386,390 $ 2,396,390
=== ======== =========== ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-26
<PAGE>

THE HACKETT GROUP, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).......................... $1,435,960 $(113,672) $1,060,052
---------- --------- ----------
Adjustments to reconcile net income (loss)
to net cash provided by operations:
Depreciation and amortization............. 85,348 83,015 52,705
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and unbilled revenue..................... (271,497) 99,955 (739,094)
Decrease (increase) in prepaid expenses
and other current and non-current
assets................................... 24,492 (25,600) 119
Increase in accounts payable.............. 102,165 98,611 --
Increase (decrease) in accrued expenses
and other current liabilities............ 1,398,866 (12,841) (37,158)
Increase in deferred revenue.............. 160,000 140,000 --
---------- --------- ----------
Total adjustments....................... 1,499,374 383,140 (723,428)
---------- --------- ----------
Net cash flows provided by operations... 2,935,334 269,468 336,624
---------- --------- ----------
Cash flows from investing activities:
Purchases of property and equipment........ (57,355) (124,788) (165,086)
---------- --------- ----------
Net cash flows used in investing
activities............................. (57,355) (124,788) (165,086)
---------- --------- ----------
Cash flows from financing activities:
Stockholder's distributions................ -- -- (199,061)
---------- --------- ----------
Net cash flows used in financing
activities............................. -- -- (199,061)
---------- --------- ----------
Net increase (decrease) in cash and cash
equivalents................................ 2,877,979 144,680 (27,523)
Cash and cash equivalents at beginning of
period..................................... 240,532 95,852 123,375
---------- --------- ----------
Cash and cash equivalents at end of period.. $3,118,511 $ 240,532 $ 95,852
========== ========= ==========
Supplemental disclosure of cash flows
information:
Cash paid for interest.................... $ -- $ -- $ --
Cash paid for taxes....................... $ -- $ -- $ --
Non cash stockholder's distributions...... $ 457,000 $ -- $ --
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-27
<PAGE>

THE HACKETT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business

The Hackett Group, Inc. (the "Company") is a consulting firm, principally
focused on providing benchmarking and business process redesign services in
the finance and human resources functional areas. The Company provides its
services mostly to Fortune 500 companies located in the United States and
Canada.

Management's Estimates

Revenue Recognition

The Company derives substantially all of its revenues from benchmarking and
management consulting. Revenues are recognized as the service is provided,
principally on a fixed fee basis. Losses on projects in progress are
recognized when known. Net revenues exclude reimbursable expenses charged to
clients. Deferred revenue arises whenever clients pay the Company in advance
of services provided.

Cash and Cash Equivalents

Property and Equipment, Net

Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets of five years. Expenditures for repairs and
maintenance are charged to expense as incurred. Expenditures for betterments
and major improvements are capitalized. The carrying amounts of assets sold or
retired and related accumulated depreciation are eliminated in the year of
disposal and the resulting gains and losses are included in income.

Income Taxes

The Company has elected to be taxed as an S corporation under the provisions
of the Internal Revenue Code. Under those provisions, the Company does not pay
federal income taxes on its taxable income. The stockholder reflects on his
individual federal income tax return the Company's taxable income or loss
subject to statutory limitations.

Concentration of Credit Risk

The Company provides its services primarily to Fortune 500 companies. The
Company performs ongoing credit evaluations of its major customers and
maintains reserves for potential credit losses to the extent they are
identified. Such losses have been insignificant and are within management's
expectations. Six, five and six major customers comprised approximately 53%,
41% and 57% of net revenues for the period January 1, 1997 through September
30, 1997 and for the years ended December 31, 1996 and 1995, respectively.

F-28
<PAGE>

THE HACKETT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Recent Accounting Pronouncements

Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. (See Note 6).

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following as of September 30, 1997
and December 31, 1996:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Equipment........................................ $ 595,512 $ 541,157
Furniture and fixtures........................... 111,413 108,413
Leasehold improvements........................... 23,049 23,049
--------- ---------
Total cost....................................... 729,974 672,619
Less accumulated depreciation.................... (310,429) (225,081)
--------- ---------
$ 419,545 $ 447,538
========= =========

3. LEASE COMMITMENTS:

The Company has an operating lease agreement for its premises that expires
in September 2000. The future minimum rental is currently $8,317 per month and
is subject to an annual adjustment based on the Consumer Price Index which
will be capped between 3% and 6%. The Company subleases a portion of its
premises at $1,425 per month, subject to the same increases as the Company's
lease and during the same term.

The Company has also entered into two operating leases for office equipment.
Rent expense for the period January 1, 1997 through September 30, 1997 and for
the years ended December 31, 1996 and 1995 was $90,054, $80,505 and $50,528,
respectively.

Minimum future lease and sublease commitments under noncancelable operating
leases in effect at September 30, 1997, are presented as follows:

<CAPTION>
LEASES SUBLEASE
------------- ------------
<S> <C> <C>
1998............................................. $109,211 $ 17,789
1999............................................. 107,901 18,323
2000............................................. 73,666 12,457
2001............................................. 240 --
--------- ---------
Total minimum lease and sublease payments...... $291,018 $ 48,569
========= =========
</TABLE>

F-29
<PAGE>

THE HACKETT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expenses and other current liabilities consist of the following as
of September 30, 1997 and December 31, 1996:

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Accrued payroll and payroll-related expenses.... $1,623,000 $233,401
Shareholder distribution........................ 457,000 --
Other accrued expenses.......................... 16,212 6,945
---------- --------
$2,096,212 $240,346
========== ========
</TABLE>

5. PROFIT SHARING PLAN:

The Company maintains a 401(K) and profit sharing plan (the "Plan") which
covers substantially all of its employees. Under the Plan, employees may
contribute up to 15% of their compensation through salary deferrals. The
Company matches such contributions on a discretionary basis. The Company did
not record any expense relating to profit sharing for the period January 1,
1997 through September 30, 1997. The Company recorded an expense in the amount
of $212,379 and $87,589 for the years ended December 31, 1996 and 1995,
respectively.

6. SUBSEQUENT EVENT:

On October 13, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for cash and AnswerThink stock.

F-30
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Relational Technologies, Inc.
Norcross, Georgia

We have audited the accompanying balance sheets of Relational Technologies,
Inc. as of July 31, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity, and cash flows for the period January 1,
1997 through July 31, 1997 and for the year ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Relational Technologies,
Inc. as of July 31, 1997 and December 31, 1996 and the results of its
operations and its cash flows for the period January 1, 1997 through July 31,
1997 and for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.

Coopers & Lybrand L.L.P.

Miami, Florida
February 27, 1998

F-31
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

BALANCE SHEETS

JULY 31, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
AS OF
-----------------------
JULY 31, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 157,195 $ --
Accounts receivable and unbilled revenue............. 1,643,528 879,738
Other current assets................................. 70,049 52,821
---------- ----------
Total current assets............................... 1,870,772 932,559
Property and equipment, net............................ 57,574 55,776
Other assets........................................... 11,287 8,910
Goodwill, net of amortization of $72,076 and $50,140,
respectively.......................................... 490,000 511,936
---------- ----------
Total assets....................................... $2,429,633 $1,509,181
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft....................................... $ -- $ 115,562
Accounts payable..................................... 89,666 146,029
Accrued expenses and other current liabilities....... 1,262,572 368,448
Line of credit....................................... -- 26,073
Long-term debt, current portion...................... -- 33,642
Deferred revenue..................................... 155,775 38,000
---------- ----------
Total current liabilities.......................... 1,508,013 727,754
Long-term debt and note payable to stockholder....... -- 206,008
---------- ----------
Total liabilities.................................. 1,508,013 933,762
---------- ----------
Stockholders' equity:
Common stock, no par value, authorized 1,000,000
shares; issued and outstanding 100,000 shares at
July 31, 1997 and December 31, 1996................. 100,000 100,000
Retained earnings.................................... 821,620 475,419
---------- ----------
Total stockholders' equity......................... 921,620 575,419
---------- ----------
Total liabilities and stockholders' equity......... $2,429,633 $1,509,181
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-32
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net revenues............................................ $4,529,401 $4,378,789
Costs and expenses:
Project personnel and expenses........................ 2,392,033 2,421,739
Selling, general and administrative................... 1,200,111 1,199,926
---------- ----------
Total costs and operating expenses.................... 3,592,144 3,621,665
---------- ----------
Income from operations.................................. 937,257 757,124
Interest expense........................................ (60,312) (111,289)
---------- ----------
Income before income taxes.............................. 876,945 645,835
Provision for income taxes.............................. -- (251,889)
---------- ----------
Net income.............................................. $ 876,945 $ 393,946
========== ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-33
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996

<TABLE>
<CAPTION>
COMMON COMMON RETAINED
STOCK SHARES STOCK EARNINGS TOTAL
------------ --------- --------- ---------
<S> <C> <C> <C> <C>
Balance as of December 31, 1995... 100,000 $ 100,000 $ 81,473 $ 181,473
Net income........................ -- -- 393,946 393,946
------- --------- --------- ---------
Balance as of December 31, 1996... 100,000 100,000 475,419 575,419
Net income........................ -- -- 876,945 876,945
Stockholders' distributions....... -- -- (530,744) (530,744)
------- --------- --------- ---------
Balance as of July 31, 1997....... 100,000 $ 100,000 $ 821,620 $ 921,620
======= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-34
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................. $ 876,945 $ 393,946
--------- ---------
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization......................... 54,805 78,149
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenue.. (763,790) (486,874)
Increase in other current assets...................... (17,228) (14,868)
Decrease in accounts payable.......................... (56,363) (5,408)
Increase in accrued expenses and other current
liabilities.......................................... 712,061 278,857
Increase (decrease) in deferred revenue............... 117,775 (9,725)
Increase in other assets.............................. (2,377) (8,910)
--------- ---------
Total adjustments.................................... 44,883 (168,779)
--------- ---------
Net cash flows provided by operations.................... 921,828 225,167
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment..................... (34,667) (69,813)
--------- ---------
Net cash flows used in investing activities.......... (34,667) (69,813)
--------- ---------
Cash flows from financing activities:
Stockholders' distributions............................. (348,681) --
Proceeds from issuance of long-term debt................ -- 250,000
Principal payments on long-term debt.................... (239,650) (10,350)
Decrease in bank line of credit......................... (26,073) (110,854)
Payments under earn-out termination agreement........... -- (360,000)
--------- ---------
Net cash flows used in financing activities.............. (614,404) (231,204)
--------- ---------
Net increase (decrease) in cash and cash equivalents..... 272,757 (75,850)
Cash and cash equivalents at beginning of period......... (115,562) (39,712)
--------- ---------
Cash and cash equivalents at end of period............... $ 157,195 $(115,562)
========= =========
Supplemental disclosure of cash flows information:
Cash paid for interest................................ $ 60,312 $ 111,289
Cash paid for taxes................................... $ -- $ 336,000
Non cash stockholders' distributions.................. $ 182,063 $ --
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-35
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business

Relational Technologies, Inc. ("the Company") is a nationwide provider of a
wide range of technology consulting services. Its primary offerings are:
Management Consulting (business process reengineering, technology assessments
and financial modeling), Oracle software package implementation, Technical
Services (customization, product development, RDBMS, and Unix), and IS
facilities management.

The Company provides its services to clients in a broad range of industries
including high technology, consumer and industrial products, diversified
services and government.

Management's Estimates

Revenue Recognition

Cash and Cash Equivalents

Property and Equipment, Net

Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets ranging from 3 to 7 years. Expenditures for repairs
and maintenance are charged to expense as incurred. Expenditures for
betterments and major improvements are capitalized. The carrying amounts of
assets sold or retired and related accumulated depreciation are removed from
the accounts in the year of disposal and any resulting gains or losses are
included in the statement of operations.

Intangible Assets

Goodwill, related to the acquisition of the Company during 1995, is being
amortized over fifteen years on a straight-line basis. The Company recorded
amortization expense of $21,936 and $37,605 for the period January 1, 1997
through July 31, 1997 and for the year ended December 31, 1996, respectively.
The carrying value of goodwill is subject to periodic review of realizability.

F-36
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Income Taxes

On January 1, 1997, the Company elected to be taxed as an S corporation
under the provisions of the Internal Revenue Code. Under those provisions, the
Company does not pay federal income taxes on its taxable income. The
stockholders will reflect on their individual income tax returns their
respective share of the Company's taxable income or loss subject to statutory
limitations.

Concentration of Credit Risk

The Company provides its services primarily to Fortune 1000 companies. The
Company performs ongoing credit evaluations of its major customers and
maintains reserves for potential credit losses to the extent they are
identified. Such losses have been insignificant and are within management's
expectations. Nine and seven major customers comprised approximately 83% and
74% of net revenues for the period January 1, 1997 through July 31, 1997 and
for the year ended December 31, 1996, respectively.

Recent Accounting Pronouncements

Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. (See Note 8).

F-37
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following as of July 31, 1997 and
December 31, 1997:

<TABLE>
<CAPTION>
JULY 31, DECEMBER 31,
1997 1996
-------- ------------
<S> <C> <C>
Computer equipment.................................... $125,453 $92,761
Software.............................................. 15,116 15,116
Furniture and leasehold improvements.................. 4,611 2,636
-------- -------
Total cost.......................................... 145,180 110,513
Less accumulated depreciation......................... (87,606) (54,737)
-------- -------
$ 57,574 $55,776
======== =======
</TABLE>

3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expenses and other current liabilities consists of the following as
of July 31, 1997 and December 31, 1996:

<TABLE>
<CAPTION>
JULY 31, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
Accrued payroll and payroll related expenses......... $ 749,853 $295,482
Other accrued expenses............................... 330,656 72,966
Stockholder distribution............................. 182,063 --
---------- --------
$1,262,572 $368,448
========== ========
</TABLE>

4. DEBT:

The Company has a $700,000 bank line of credit which bears interest at the
prime rate and expires on August 31, 1997. The line of credit is
collateralized by the personal assets of a stockholder of the Company. As of
July 31, 1997 and December 31, 1996, the Company had a balance outstanding of
$0 and $26,073, respectively.

The Company had a $200,000 note payable to a stockholder which bore interest
at 12% per annum with a maturity date of February 28, 1998. The terms of the
note required monthly interest payments with the principal balance due at
maturity. The note was collateralized by the accounts receivable of the
Company. The note was paid during 1997.

The Company had a $50,000 note payable to an unaffiliated lender which bore
interest at 12% per annum. The terms of the note required monthly installments
of principal and interest through the maturity date of March 1, 1998. The note
was collateralized by the accounts receivable of the Company. The principal
balance as of December 31, 1996 was $39,650. The note was paid during 1997.

Maturities of long-term debt as of December 31, 1996 is presented as
follows:

<TABLE>
<S> <C>
Total debt......................................................... $239,650
Less current portion............................................... (33,642)
--------
Long-term portion.................................................. $206,008
========
</TABLE>

F-38
<PAGE>

RELATIONAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. LEASE COMMITMENTS:

The Company has operating lease agreements for premises and equipment that
expire on various dates through March, 2000. The operating lease agreements
for premises are subject to escalation. Rent expense for the period January 1,
1997 through July 31, 1997 and for the year ended December 31, 1996 was
$66,401 and $99,833, respectively.

Minimum future lease commitments under noncancelable operating leases in
effect at July 31, 1997 are presented as follows:

<TABLE>
<S> <C>
1998................................................................ $37,653
1999................................................................ 15,045
2000................................................................ 3,825
-------
Total minimum lease payments...................................... $56,523
=======
</TABLE>

6. PROFIT SHARING PLAN:

The Company maintains a 401(K) plan (the "Plan") which covers substantially
all of its employees. Under the Plan, employer contributions are
discretionary. There were no contributions to the Plan for the period January
1, 1997 through July 31, 1997 and for the year ended December 31, 1996,
contributions totaled $30,000.

7. EARN-OUT TERMINATION AGREEMENT:

The asset purchase agreement dated September 1, 1995 between the current
stockholders and the prior owners of the Company, contained earn-out
provisions as a part of the purchase price. On January 25, 1996, an agreement
was reached with the seller to settle future payments under the agreement for
a sum of $360,000. The amount due was accrued as of December 31, 1995, and was
paid during the first quarter of 1996.

8. SUBSEQUENT EVENT:

On August 1, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for AnswerThink stock.

F-39
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following Unaudited Pro Forma Consolidated Statement of Operations of the
Company for the period April 23, 1997 (date of inception) through January 2,
1998 has been prepared to reflect (i) the acquisitions of Relational
Technologies, Inc., The Hackett Group, Inc. and Delphi Partners, Inc. on
August 1, 1997, October 13, 1997 and November 12, 1997, respectively (the
"Acquisitions"), (ii) to give effect to the Shares of Common Stock being
offered by the Company and the application of the net proceeds therefrom, and
(iii) to give effect to the conversion (the "Conversion") into a total of
14,320,260 shares of Common Stock of all of the Company's outstanding shares
of Class A Convertible Preferred Stock and Class B Convertible Preferred Stock
immediately prior to the Offering, as if such transactions had occurred as of
April 23, 1997.

The Unaudited Pro Forma Consolidated Financial Information is not indicative
of the results that would have occurred if the transactions had occurred on
the dates indicated or which may be realized in the future. The Unaudited Pro
Forma Consolidated Financial Information should be read in conjunction with
the historical financial statements of the companies acquired in connection
with the Acquisitions and the Company's Consolidated Financial Statements and
the notes thereto included elsewhere in this Prospectus.

PF-1
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998

<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA
THE COMPANY ACQUISITIONS PRO FORMA OFFERING AS
(A) (B) ADJUSTMENTS PRO FORMA ADJUSTMENTS ADJUSTED
------------ ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............ $ 14,848,172 $13,968,338 $ -- $28,816,510 $ -- $ 28,816,510
Costs and expenses:
Project personnel and
expenses............. 13,333,921 6,668,208 -- 20,002,129 -- 20,002,129
Selling, general and
administrative....... 8,084,558 5,558,301 362,390 (C) 14,005,249 -- 14,005,249
Settlement costs...... 1,902,608 -- -- 1,902,608 (G) -- 1,902,608
------------ ----------- --------- ------------ -------- ------------
Total costs and
operating expenses... 23,321,087 12,226,509 362,390 35,909,986 -- 35,909,986
------------ ----------- --------- ------------ -------- ------------
Income (loss) from
operations............. (8,472,915) 1,741,829 (362,390) (7,093,476) (7,093,476)
Other income (expense):
In-process research
and development
technology........... (4,000,000) -- -- (4,000,000)(E) -- (4,000,000)
Interest income
(expense), net....... 382,463 28,437 (419,664)(D) (8,764) 535,219 (F) 526,455
------------ ----------- --------- ------------ -------- ------------
Net income (loss) (H)... $(12,090,452) $ 1,770,266 $(782,054) $(11,102,240) $535,219 $(10,567,021)
============ =========== ========= ============ ======== ============
Net loss per common
share--basic and
diluted................ $ (0.95) $ (0.73)
============ ============
Weighted average common
shares outstanding..... 12,684,637 15,268,574
</TABLE>

See accompanying notes to Unaudited Pro Forma Consolidated Statement of
Operations

PF-2
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

A. Represents the historical consolidated statement of operations of the
Company for the period April 23, 1997 (date of inception) through January
2, 1998.

B. Represents the historical consolidated statement of operations of the
Acquisitions from April 23, 1997 (date of inception) until such
Acquisitions were completed by the Company.

C. Adjusts goodwill amortization expense to reflect the allocation of the
purchase price for each of the Acquisitions beginning on April 23, 1997
over a 15-year period.

D. Adjustment to interest as if debt incurred in connection with the
Acquisitions was outstanding for the period April 23, 1997 (date of
inception) through January 2, 1998. The interest rate on the debt is
variable but was assumed to be approximately 8.5% for purposes of the pro
forma adjustment which represents the weighted average interest rate on the
debt as of January 2, 1998.

E. Represents an unusual charge for in-process research and development
relating to the acquisition of The Hackett Group, Inc.

F. Upon the closing of the Offering, the Company will retire all outstanding
debt except certain notes payable to stockholders in the amount of $300,000
which are payable on March 31, 1999 and which were assumed as part of the
Delphi Partners, Inc. acquisition. Interest expense has been adjusted to
reflect the use of a portion of the Offering proceeds to retire the
outstanding debt.

G. Settlement costs consist primarily of payments to certain key executives
and certain other management employees of the Company relating to the
obligations assumed by the Company for compensation earned by such
employees during the Dispute Period and legal fees incurred in connection
with the ensuing litigation. Management believes that the majority of these
costs are non-recurring.

H. No income tax provision is required due to the Company's current tax loss
and the inability of the Company to currently use the benefits of its loss
carryforward.

PF-3
<PAGE>

[AnswerThink Consulting Group, Inc. Logo]

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all fees and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in
connection with the sale of the Common Stock being registered. All amounts
shown are estimates except for the registration fee and the NASD filing fee.

<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
Securities and Exchange Commission registration fee................. $20,650
NASD filing fee..................................................... 7,500
Nasdaq National Market fee.......................................... *
Blue sky qualification fees and expenses............................ *
Accounting fees and expenses........................................ *
Legal fees and expenses............................................. *
Transfer agent and registrar fees................................... 10,000
Miscellaneous expenses.............................................. *
-------
Total............................................................. $ *
=======
</TABLE>
--------
* To be provided supplementally.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Bylaws of the Registrant provide for the indemnification of the
Registrant's directors and officers to the fullest extent authorized by, and
subject to the conditions set forth in the General Corporation Law of the
State of Delaware (the "DGCL") against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA taxes or penalties and
amounts paid or to be paid in settlement), except that the Registrant will
indemnify a director or officer in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Registrant's Board of Directors. The indemnification
provided under the Bylaws includes the right to be paid by the Registrant the
expenses (including attorneys' fees) in advance of any proceeding for which
indemnification may be had in advance of its final disposition, provided that
the payment of such expenses (including attorneys' fees) incurred by a
director or officer in advance of the final disposition of a proceeding may be
made only upon delivery to the Registrant of an undertaking by or on behalf of
such director or officer to repay all amounts so paid in advance if it is
ultimately determined that such director or officer is not entitled to be
indemnified. Pursuant to the Bylaws, if a claim for indemnification is not
paid by the Registrant within 60 days after a written claim has been received
by the Registrant, the claimant may at any time thereafter bring an action
against the Registrant to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.

As permitted by the DGCL, the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
unlawful payment of dividends or unlawful stock purchase or redemption or (iv)
for any transaction from which the director derived an improper personal
benefit. As a result of this provision, the Registrant and its stockholders
may be unable to obtain monetary damages from a director for breach of his or
her duty of care.

Under the Bylaws, the Registrant has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee, partner (limited or general) or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and

II-1
<PAGE>

related expenses, whether or not the Registrant would have the power to
indemnify such person against such liability under the provisions of the DGCL.
The Registrant maintains director and officer liability insurance on behalf of
its directors and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(a) On April 23, 1997, in connection with the formation of the Registrant's
predecessor AnswerThink Consulting Group, Inc., a Florida corporation ("ACG-
Florida"), ACG-Florida issued 2,400,000 common shares, par value $.01 per
share ("ACG-Florida Common Stock") to Ted A. Fernandez, the Registrant's
President, Chief Executive Officer and Chairman, Allan R. Frank, the
Registrant's Chief Technology Officer and a director, Ulysses S. Knotts, III,
the Registrant's Executive Vice President, Sales and Marketing and a director,
and Edmund R. Miller, a director of the Company, as the initial shareholders
of ACG-Florida pursuant to an agreement (each, a "Senior Executive Agreement")
entered into with each of such persons. Such shares were sold at par ($.01 per
share) for an aggregate consideration of $2,400. These shares were issued
without registration under the Securities Act of 1993, as amended (the
"Securities Act") in reliance upon an exemption from registration under
Section 4(2) thereof ("Section 4(2)").

(b) ACG-Florida sold to Golder, Thoma, Cressey, Rauner Fund V, L.P. ("GTCR
V"), MG Capital Partners II, L.P. ("MG"), Gator Associates, Ltd. ("Gator"),
Tara Ventures, Ltd. ("Tara," and together with Gator, the "Miller Group")
(GTCR V, MG and the Miller Group are sometimes referred to herein collectively
as the "Initial Investors"), pursuant to a purchase agreement, dated as of
April 23, 1997, a total of 6,800,000 shares of ACG-Florida Class A Convertible
Preferred Stock, par value $.01 per share (the "ACG-Florida Class A Preferred
Stock"), at a purchase price of $3.00 per share for an aggregate consideration
of $20,400,000. At the time of issuance, each share of ACG-Florida Class A
Preferred Stock was convertible into one share of ACG-Florida Common Stock.
These shares were issued without registration under the Securities Act in
reliance upon an exemption from registration under Section 4(2).

(c) On July 10, 1997, Messrs. Fernandez, Frank and Knotts and three other
employees of the Registrant exercised options to acquire to total of 200,000
shares of ACG-Florida Class A Preferred Stock at an exercise of $3.00 per
share for an aggregate consideration of $600,000. These shares of ACG-Florida
Class A Preferred Stock were issued without registration under the Securities
Act in reliance on an exemption contained in Section 4(2). Messrs. Fernandez,
Frank and Knotts and those three other employees immediately converted these
200,000 shares of ACG-Florida Class A Preferred Stock and received in exchange
therefor a total of 200,000 shares of ACG-Florida Common Stock. These shares
of ACG-Florida Common Stock were issued without registration under the
Securities Act in reliance on an exemption contained in Section 3(a)(9)
thereof ("Section 3(a)(9)").

(d) Also on July 10, 1997, the Initial Investors converted a portion of the
ACG-Florida Class A Preferred Stock owned by them and received in exchange
therefor a total of 3,453,268 shares of ACG-Florida Common Stock. These shares
were issued without registration under the Securities Act in reliance on an
exemption contained in Section 3(a)(9).

(e) On July 11, 1997 pursuant to employment-related agreements entered into
with three employees of the Registrant, ACG-Florida issued to such employees a
total of 1,900,000 shares of ACG-Florida Common Stock at a purchase price of
$.01 per share for an aggregate consideration of $1,900. These shares were
issued without registration under the Securities Act in reliance on an
exemption from registration under Section 4(2).

(f) Effective as of July 17, 1997, ACG-Florida amended its Articles of
Incorporation to increase the number of authorized shares of ACG-Florida
Common Stock to 100,000,000 and to change the par value of the ACG-Florida
Common Stock and the ACG-Florida Class A Preferred Stock to $.001 per share.
As a result of the split of the ACG-Florida Common Stock, each share of ACG-
Florida Class A Preferred Stock was convertible into four shares of ACG-
Florida Common Stock as of July 17, 1997. Also on July 17, 1997, ACG-Florida
declared a four-for-one stock split of the ACG-Common Stock and issued
23,859,804 shares of ACG-Florida Common

II-2
<PAGE>

Stock to the holders of ACG-Common Stock as of such date. These shares were
issued without registration under the Securities Act in reliance on an
exemption contained in Section 3(a)(9).

(g) On July 31, 1997 pursuant to an employment-related agreement entered
into with John F. Brennan, the Registrant's Executive Vice President,
Acquisitions and Strategic Planning, ACG-Florida issued 280,000 shares to Mr.
Brennan at a purchase price of $.0025 per share for an aggregate consideration
of $700. These shares were issued without registration under the Securities
Act in reliance upon an exemption from registration under Section 4(2).

(h) On August 1, 1997, in connection with the merger Relational
Technologies, Inc. ("RTI") into ACG-Florida, ACG-Florida issued 2,441,400
shares of ACG-Florida Common Stock to the eight former shareholders of RTI in
exchange for (i) all of the issued and outstanding capital stock of RTI and
(ii) with respect to 996,500 of such shares, for additional consideration in
the amount of $.0025 per share for an aggregate consideration of $2,491.25.
These shares were issued without registration under the Securities Act in
reliance upon an exemption from registration under Section 4(2).

(i) In October 1997, ACG-Florida issued 888,000 shares of ACG-Florida Common
Stock to the sole former shareholder of The Hackett Group, Inc. (the "Hackett
Group") at a purchase price of $.0025 per share for an aggregate consideration
of $2,220 in connection with the acquisition by ACG-Florida of Hackett Group.
These shares were issued without registration under the Securities Act in
reliance upon an exemption from registration under Section 4(2).

(j) Also in October 1997, ACG-Florida issued a total of 484,000 shares of
ACG-Florida Common Stock to six employees of the Hackett Group at a purchase
price of $.0025 per share for an aggregate consideration of $1,210 pursuant to
employment agreements entered into with each of such persons in connection
with the acquisition by ACG-Florida of Hackett Group. These shares were issued
without registration under the Securities Act in reliance upon an exemption
from registration under Section 4(2).

(k) On November 12, 1997, ACG-Florida issued a total of 1,120,000 shares of
ACG-Florida Common Stock to eight former shareholders of Delphi Partners, Inc.
("Delphi") at a purchase price of $.0025 per share for an aggregate
consideration of $2,800 in connection with the acquisition by ACG-Florida of
Delphi which became a wholly owned subsidiary of ACG-Florida as of such date.
These shares were issued without registration under the Securities Act in
reliance upon an exemption from registration under Section 4(2).

(l) Also on November 12, 1997, the Company issued 7,500 shares of ACG-Common
Stock to a financial advisory firm in exchange for (i) financial advisory
services rendered to ACG-Florida by such firm in connection with the
acquisition of Delphi and (ii) payment of a purchase price of $.0025 per share
for an aggregate consideration of $18.75. These shares were issued without
registration under the Securities Act in reliance upon an exemption from
registration under Section 4(2).

(m) On February 24, 1998, ACG-Florida issued to GTCR V, MG, GTCR Associates
V, ("GTCR Associates") and Miller Capital Management, Inc., ("Miller
Capital"), a total of 200,000 shares of ACG-Florida Class A Preferred Stock at
a purchase price of $3.00 per share for an aggregate consideration of $600,000
pursuant to a purchase agreement among ACG-Florida and such persons. These
shares were issued without registration under the Securities Act in reliance
upon an exemption from registration under Section 4(2).

(n) On March 5, 1998, ACG-Florida issued 33,333 shares of Class B
Convertible Preferred Stock, par value $.001 per share (the "ACG-Florida Class
B Preferred Stock" and, together with the ACG-Florida Class A Preferred Stock,
the "ACG-Florida Preferred Stock"), to FSC Corp., a Massachusetts corporation
and an affiliate of BankBoston, N.A. ("FSC"), at a purchase price of $15.00
per share for an aggregate consideration of $499,995. Each share of ACG-
Florida Class B Preferred Stock is convertible into four shares of ACG-Florida
Common Stock. These shares were issued without registration under the
Securities Act in reliance upon an exemption from registration under Section
4(2) of the Securities Act.

II-3
<PAGE>

(o) Between July 22, 1997 and February 16, 1998, pursuant to employment
agreements and restricted stock agreements, ACG-Florida issued a total of
9,812,512 shares of ACG-Florida Common Stock at a purchase price of $.0025 per
share to certain of its employees for an aggregate consideration of
$24,531.28. ACG-Florida subsequently repurchased 28,000 of these shares at a
purchase price of $.0025 per share for a total purchase price of $70. These
shares were issued without registration under the Securities Act in reliance
upon an exemption from registration under Section 3(b) thereof and Rule 504 of
Regulation D promulgated thereunder.

(p) On March 13, 1998, the Registrant issued 1,000 shares of the
Registrant's Common Stock, par value $.01 per share, to ACG-Florida at a
purchase price of $1.00 per share for an aggregate consideration of $1,000 in
connection with the formation of the Registrant as a wholly owned subsidiary
of ACG-Florida. These shares were issued without registration under the
Securities Act in reliance upon an exemption for registration under Section
4(2).

Each of the foregoing transactions was, or will be, effected without an
underwriter.

II-4
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement
2.1* Agreement and Plan of Merger dated April , 1998 between ACG-Florida
and the Registrant
3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1* Opinion of Hogan & Hartson L.L.P.
9.1 Shareholders Agreement dated April 23, 1997 among the Registrant, GTCR
V, MG, the Miller Group, Messrs. Fernandez, Frank, Knotts and Miller
and certain other shareholders of the Registrant parties thereto
9.2 Amendment No. 1 to Shareholders Agreement dated February 24, 1998
9.3* Letter Agreement to amend Shareholders Agreement
9.4 Form of Restricted Securities Agreement dated April 23, 1997 among the
Initial Investors and each of Messrs. Fernandez, Frank, Knotts and
Miller
10.1* Purchase Agreement dated April 23, 1997 among ACG-Florida, GTCR V, MG,
Gator and Tara
10.2* Series A Preferred Stock Purchase Agreement dated February 24, 1998
among ACG-Florida, GTCR V, GTCR Associates and Miller Capital
10.3* Stock Purchase Agreement dated March , 1998 between ACG-Florida and
FSC
10.4* Form of Amended and Restated Registration Agreement dated among the
Registrant, GTCR V, MG, GTCR Associates, Miller Capital, FSC, Messrs.
Fernandez, Frank, Knotts and Miller and certain other shareholders of
the Registrant named therein
10.5* Form of Amended and Restated Registration Agreement among the
Registrant and the eight former shareholders of RTI
10.6* Revolving Credit Agreement dated as of November 7, 1997 among ACG-
Florida, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.7* Agreement and Plan of Merger dated as of August 1, 1997 among ACG-
Florida, RTI and all of the shareholders of RTI
10.8* Stock Purchase Agreement dated as of October 13, 1997 by and between
ACG-Florida and Gregory P. Hackett relating to the acquisition of
Hackett Group
10.9* Amendment dated March 12, 1998 to Stock Purchase Agreement dated as of
October 13, 1997 by and between ACG-Florida and Gregory P. Hackett
relating to the acquisition of Hackett Group
10.10* Stock Purchase Agreement dated as of November 12, 1997 by and between
ACG-Florida and the shareholders of Delphi relating to the acquisition
of Delphi
10.11* Registrant's 1998 Stock Option and Incentive Plan
10.12 Form of Senior Management Agreement dated April 23, 1997 between the
Registrant and each of Messrs. Fernandez, Frank and Knotts
10.13 Senior Management Agreement dated April 23, 1997 between the Registrant
and Mr. Miller
10.14* Form of Employment Agreement to be entered into between the Registrant
and each of Messrs. Fernandez, Frank and Knotts
10.15 Employment Agreement dated July 22, 1997 between the Registrant and Mr.
San Miguel
10.16 Restricted Stock Agreement dated July 22, 1997 between the Registrant
and Mr. San Miguel
10.17* Form of Employment Agreement to be entered into between the Registrant
and Mr. San Miguel
10.18* Confidential Settlement Agreement
21.1 Subsidiaries of the Registrant
23.1 Consent of Coopers & Lybrand L.L.P. (Registrant's financial statements)
23.2 Consent of Coopers & Lybrand L.L.P. (financial statements of Delphi,
Hackett Group and RTI)
23.3* Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-8)
27.1 Financial Data Schedule
</TABLE>
- - --------
* To be filed by amendment.

II-5
<PAGE>

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth
therein is not applicable or is included elsewhere in the Financial Statements
or the notes thereto.

ITEM 17. UNDERTAKINGS.

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

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

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

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

II-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on the 16th day of March, 1998.

ANSWERTHINK CONSULTING GROUP, INC.

/s/ Ted A. Fernandez
By: _________________________________
Ted A. Fernandez
President, Chief Executive Officer
and Chairman

II-7
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ted A. Fernandez and Luis E. San Miguel, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, from such person and in each
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement or any Registration Statement relating to this Registration
Statement under Rule 462 and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE

/s/ Ted A. Fernandez President, Chief March 16, 1998
- - ------------------------------------- Executive Officer and
TED A. FERNANDEZ Chairman (Principal
Executive Officer)

/s/ Luis E. San Miguel Executive Vice March 16, 1998
- - ------------------------------------- President, Finance
LUIS E. SAN MIGUEL and Chief Financial
Officer (Principal
Financial and
Accounting Officer)

/s/ Allan R. Frank Executive Vice March 16, 1998
- - ------------------------------------- President, Chief
ALLAN R. FRANK Technology Officer
and Director

/s/ Ulysses S. Knotts, III Executive Vice March 16, 1998
- - ------------------------------------- President, Sales and
ULYSSES S. KNOTTS, III Marketing and
Director

/s/ Edmund R. Miller Director March 16, 1998
- - -------------------------------------
EDMUND R. MILLER

/s/ Bruce Rauner Director March 16, 1998
- - -------------------------------------
BRUCE RAUNER

/s/ William C. Kessinger Director March 16, 1998
- - -------------------------------------
WILLIAM C. KESSINGER

II-8
<PAGE>

EXHIBIT INDEX

<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement
2.1* Agreement and Plan of Merger dated April , 1998 between ACG-Florida
and the Registrant
3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1* Opinion of Hogan & Hartson L.L.P.
9.1 Shareholders Agreement dated April 23, 1997 among the Registrant, GTCR
V, MG, the Miller Group, Messrs. Fernandez, Frank, Knotts and Miller
and certain other shareholders of the Registrant parties thereto
9.2 Amendment No. 1 to Shareholders Agreement dated February 24, 1998
9.3* Letter Agreement to amend Shareholders Agreement
9.4 Form of Restricted Securities Agreement dated April 23, 1997 among the
Initial Investors and each of Messrs. Fernandez, Frank, Knotts and
Miller
10.1* Purchase Agreement dated April 23, 1997 among ACG-Florida, GTCR V, MG,
Gator and Tara
10.2* Series A Preferred Stock Purchase Agreement dated February 24, 1998
among ACG-Florida, GTCR V, GTCR Associates and Miller Capital
10.3* Stock Purchase Agreement dated March , 1998 between ACG-Florida and
FSC
10.4* Form of Amended and Restated Registration Agreement dated among the
Registrant, GTCR V, MG, GTCR Associates, Miller Capital, FSC, Messrs.
Fernandez, Frank, Knotts and Miller and certain other shareholders of
the Registrant named therein
10.5* Form of Amended and Restated Registration Agreement among the
Registrant and the eight former shareholders of RTI
10.6* Revolving Credit Agreement dated as of November 7, 1997 among ACG-
Florida, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.7* Agreement and Plan of Merger dated as of August 1, 1997 among ACG-
Florida, RTI and all of the shareholders of RTI
10.8* Stock Purchase Agreement dated as of October 13, 1997 by and between
ACG-Florida and Gregory P. Hackett relating to the acquisition of
Hackett Group
10.9* Amendment dated , 1998 to Stock Purchase Agreement dated as of
October 13, 1997 by and between ACG-Florida and Gregory P. Hackett
relating to the acquisition of Hackett Group
10.10* Stock Purchase Agreement dated as of November 12, 1997 by and between
ACG-Florida and the shareholders of Delphi relating to the acquisition
of Delphi
10.11* Registrant's 1998 Stock Option and Incentive Plan
10.12 Form of Senior Management Agreement dated April 23, 1997 between the
Registrant and each of Messrs. Fernandez, Frank and Knotts
10.13 Senior Management Agreement dated April 23, 1997 between the Registrant
and Mr. Miller
10.14* Form of Employment Agreement to be entered into between the Registrant
and each of Messrs. Fernandez, Frank and Knotts
10.15 Employment Agreement dated July 22, 1997 between the Registrant and Mr.
San Miguel
10.16 Restricted Stock Agreement dated July 22, 1997 between the Registrant
and Mr. San Miguel
10.17* Form of Employment Agreement to be entered into between the Registrant
and Mr. San Miguel
10.18* Confidential Settlement Agreement
21.1 Subsidiaries of the Registrant
23.1 Consent of Coopers & Lybrand L.L.P. (Registrant's financial statements)
23.2 Consent of Coopers & Lybrand L.L.P. (financial statements of Delphi,
Hackett Group and RTI)
23.3* Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-8)
27.1 Financial Data Schedule
</TABLE>
- - --------
* To be filed by amendment.

<PAGE>

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

ANSWERTHINK CONSULTING GROUP, INC.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Article 1. NAME............................................................ 1
Article 2. REGISTERED OFFICE AND AGENT..................................... 1
Article 3. PURPOSE AND POWERS.............................................. 1
Article 4. CAPITAL STOCK................................................... 1
4.1. Authorized Shares.................................................. 1
4.2. Common Stock....................................................... 2
4.2.1. Relative Rights.......................................... 2
4.2.2. Dividends................................................ 2
4.2.3. Dissolution, Liquidation, Winding Up..................... 2
4.2.4. Voting Rights............................................ 2
4.3. Preferred Stock.................................................... 3
4.4. Special Meetings................................................... 3
4.5. Action Without a Meeting........................................... 3
Article 5. INCORPORATOR.................................................... 4
Article 6. BOARD OF DIRECTORS.............................................. 4
6.1. Number; Election................................................... 4
6.2. Management of Business and Affairs of the Corporation.............. 4
6.3. Vacancies; Resignation; Removal.................................... 4
6.4. Limitation of Liability............................................ 5
Article 7. COMPROMISE OR ARRANGEMENTS...................................... 5
Article 8. AMENDMENT OF BYLAWS............................................. 6
Article 9. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION...... 6
</TABLE>

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<PAGE>

DELAWARE

CERTIFICATE OF INCORPORATION

ANSWERTHINK CONSULTING GROUP, INC.

ARTICLE 1. NAME

The name of this corporation is AnswerThink Consulting Group,
Inc. (the "CORPORATION").

ARTICLE 2. REGISTERED OFFICE AND AGENT

The registered office of the Corporation in the State of Delaware
shall be located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle 19801. The registered agent of the Corporation
at such address shall be The Corporation Trust Company.

ARTICLE 3. PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "DELAWARE GENERAL CORPORATION LAW"). The
Corporation shall have all power necessary or convenient to the conduct,
promotion or attainment of such acts and activities.

ARTICLE 4. CAPITAL STOCK

4.1. AUTHORIZED SHARES

The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 126,250,000, of which
125,000,000 of such shares shall be Common Stock, having a par value of $.01 per
share ("COMMON STOCK"), and 1,250,000 of such shares shall be Preferred Stock,
having a par value of $.01 per share ("PREFERRED STOCK").
<PAGE>

4.2. COMMON STOCK

4.2.1 RELATIVE RIGHTS

The Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the certificate of designations filed to establish each series of Preferred
Stock. Each share of Common Stock shall have the same relative rights as and be
identical in all respects to all the other shares of Common Stock.

4.2.2. DIVIDENDS

Whenever there shall have been paid, or declared and set aside
for payment, to the holders of shares of any class of stock having preference
over the Common Stock as to the payment of dividends, the full amount of
dividends and of sinking fund or retirement payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then
dividends may be paid on the Common Stock and on any class or series of stock
entitled to participate therewith as to dividends, out of any assets legally
available for the payment of dividends thereon, but only when and as declared by
the Board of Directors of the Corporation (the "BOARD").

4.2.3. DISSOLUTION, LIQUIDATION, WINDING UP

In the event of any dissolution, liquidation, or winding up of
the Corporation, whether voluntary or involuntary, the holders of the Common
Stock, and holders of any class or series of stock entitled to participate
therewith, in whole or in part, as to the distribution of assets in such event,
shall become entitled to participate in the distribution of any assets of the
Corporation remaining after the Corporation shall have paid, or provided for
payment of, all debts and liabilities of the Corporation and after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation or winding up the full preferential amounts (if any) to
which they are entitled.

4.2.4. VOTING RIGHTS

Each holder of shares of Common Stock shall be entitled to attend
all special and annual meetings of the stockholders of the Corporation and,
share for share and without regard to class, together with the holders of all
other classes of stock entitled to attend such meetings and to vote (except any
class or series of stock having special voting rights), to cast one vote for
each outstanding share of Common Stock so held upon any matter or thing
(including, without limitation, the election of one or more directors) properly
considered and acted upon by the stockholders.

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<PAGE>

4.3. PREFERRED STOCK

The Board of Directors is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of this
Certificate of Incorporation, to provide, by resolution or resolutions from time
to time and by filing a certificate of designations pursuant to the Delaware
General Corporation Law, for the issuance of the shares of Preferred Stock in
series, to establish from time to time the number of shares to be included in
each such series, to fix the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of each such
series and to fix the qualifications, limitations or restrictions thereof.

4.4. SPECIAL MEETINGS

Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called (a) by the Board
on its own behalf or one or more officers of the Corporation as provided in the
bylaws or (b) by stockholders of the Corporation upon the written request of the
holders of at least 80% of the securities of the Corporation outstanding and
entitled to vote generally in the election of directors.

4.5. ACTION WITHOUT A MEETING

Any action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting, without prior notice and without a vote,
if the action is taken by persons who would be entitled to vote at a meeting and
who hold shares having voting power equal to not less than the lesser of (a) 80%
of the voting power of all shares of each class or series entitled to vote on
such action or (b) the minimum number of votes of each class or series that
would be necessary to authorize or take the action at a meeting at which all
shares of each class or series entitled to vote were present and voted. The
action must be evidenced by one or more written consents describing the action
taken, signed by the stockholders entitled to take action without a meeting, and
delivered to the Corporation in the manner prescribed by the Delaware General
Corporation Law for inclusion in the minute book. No consent shall be effective
to take the corporate action specified unless the number of consents required to
take such action are delivered to the Corporation within 60 days of the delivery
of the earliest-dated consent. Written notice of the action taken shall be given
in accordance with the Delaware General Corporation Law to all stockholders who
do not participate in taking the action who would have been entitled to notice
if such action had been taken at a meeting having a record date on the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation.

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<PAGE>

ARTICLE 5. INCORPORATOR

The name and mailing address of the incorporator (the
"INCORPORATOR") are Ted A. Fernandez, c/o AnswerThink Consulting Group, Inc.,
1401 Brickell Avenue, Suite 350, Miami, Florida 33131.

ARTICLE 6. BOARD OF DIRECTORS

6.1. NUMBER; ELECTION

The number of directors of the Corporation shall be such number
as from time to time shall be fixed by, or in the manner provided in, the bylaws
of the Corporation; provided, however, that the number of directors which shall
-----------------
constitute the whole board shall not be fewer than five nor more than 15. The
directorships (i.e., the particular seats on the Board) shall be classified into
---
three classes as nearly equal in number as possible. Initially, and with respect
to newly created or eliminated directorships resulting from an increase or
decrease, respectively, in the number of directors, the Board shall determine
and designate to which class of directorships each director belongs. The
directors of one class shall be appointed by the Incorporator for a term
expiring at the annual meeting of stockholders to be held in 1999. The directors
of another class shall be appointed by the Incorporator for a term expiring at
the annual meeting of stockholders to be held in 2000. The directors of another
class shall be appointed by the Incorporator for a term expiring at the annual
meeting of stockholders to be held in 2001. The term of any director elected at
an annual meeting of stockholders shall expire at the annual meeting of
stockholders held in the third year following the year of the director's
election. Unless and except to the extent that the bylaws of the Corporation
shall otherwise require, the election of directors of the Corporation need not
be by written ballot.

6.2. MANAGEMENT OF BUSINESS AND AFFAIRS OF THE CORPORATION

The business and affairs of the Corporation shall be managed by
or under the direction of the Board. Except as otherwise provided in this
Certificate of Incorporation, each director of the Corporation shall be entitled
to one vote per director on all matters voted or acted upon by the Board.

6.3. VACANCIES; RESIGNATION; REMOVAL

Vacancies and newly created directorships resulting from any
increase in the number of directors of the Board may be filled only by the
affirmative vote of a majority of the directors then in office, although fewer
than a quorum, or by a sole remaining director. Whenever the holders of any
class or classes of stock or series thereof are entitled to elect one or more
directors by the provisions of this

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<PAGE>

Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by the affirmative vote of a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected. Each director so chosen
shall hold office until the next election of directors of the class to which
such director was appointed, and until such director's successor is elected and
qualified, or until the director's earlier death, resignation or removal.

A director may resign at any time upon written notice to the
Corporation, and the resignation shall take effect at the time it specifies,
without any need for acceptance by the Board. In the event that one or more
directors resigns from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, with the vote thereon to take effect when
such resignation or resignations becomes effective. Directors may only be
removed for cause upon the affirmative vote of at least two-thirds of the entire
voting power of all the then-outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

6.4. LIMITATION OF LIABILITY

No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law or (d) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this ARTICLE 6.4 shall be prospective only and shall not
adversely affect any right or protection of, or any limitation of the liability
of, a director of the Corporation existing at, or arising out of facts or
incidents occurring prior to, the effective date of such repeal or modification.

ARTICLE 7. COMPROMISE OR ARRANGEMENTS

Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in

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<PAGE>

dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

ARTICLE 8. AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by
the Delaware General Corporation Law, the Board is expressly authorized and
empowered to adopt, amend and repeal the bylaws of the Corporation. The bylaws
of the Corporation may be adopted, amended or repealed by the stockholders of
the Corporation only upon the affirmative vote of at least two-thirds of the
entire voting power of all the then-outstanding shares of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

ARTICLE 9. RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of any nature conferred upon stockholders, directors or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this ARTICLE 9.

* * *

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<PAGE>

IN WITNESS WHEREOF, the undersigned, being the Incorporator
hereinabove named, for the purpose of forming a Corporation pursuant to the
Delaware General Corporation Law, hereby certifies that the facts hereinabove
stated are truly set forth, and accordingly executes this Certificate of
Incorporation this 12th day of March, 1998.

/s/ Ted A. Fernandez
-------------------------------------
Ted A. Fernandez

-7-

<PAGE>

EXHIBIT 3.2

ANSWERTHINK CONSULTING GROUP, INC.

BYLAWS

ADOPTED
AS OF

March 12, 1998

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
1. OFFICES....................................................1
1.1. Registered Office.....................................1
1.2. Other Offices.........................................1
2. MEETINGS OF STOCKHOLDERS...................................1
2.1. Place of Meetings.....................................1
2.2. Annual Meetings.......................................1
2.3. Special Meetings......................................3
2.4. Notice of Meetings....................................3
2.5. Waivers of Notice.....................................4
2.6. List of Stockholders..................................4
2.7. Quorum at Meetings....................................4
2.8. Voting and Proxies....................................5
2.9. Required Vote.........................................5
2.10. Inspectors...........................................6
3. DIRECTORS..................................................7
3.1. Powers................................................7
3.2. Number and Election...................................7
3.3. Meetings..............................................7
3.3.1. Regular Meetings...............................7
3.3.2. Special Meetings...............................7
3.3.3. Telephone Meetings.............................8
3.3.4. Action Without Meeting.........................8
3.3.5. Waiver of Notice of Meeting....................8
3.4. Quorum and Vote at Meetings...........................8
3.5. Committees of Directors...............................8
3.6. Compensation of Directors.............................9
4. OFFICERS...................................................9
4.1. Positions.............................................9
4.2. Chairman..............................................10
4.3. President.............................................10
4.4. Vice President........................................10
4.5. Secretary.............................................10
4.6. Assistant Secretary...................................11
4.7. Treasurer.............................................11
4.8. Assistant Treasurer...................................11
4.9. Term of Office........................................11
</TABLE>

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<PAGE>

<TABLE>
<S> <C>
4.10. Compensation...............................................12
4.11. Fidelity Bonds.............................................12
5. CAPITAL STOCK....................................................12
5.1. Certificates of Stock; Uncertificated Shares................12
5.2. Lost Certificates...........................................12
5.3. Record Date.................................................13
5.3.1. Actions by Stockholders..............................13
5.3.2. Payments.............................................13
5.4. Stockholders of Record......................................13
6. INDEMNIFICATION; INSURANCE.......................................14
6.1. Authorization of Indemnification............................14
6.2. Right of Claimant to Bring Action Against the Corporation...15
6.3. Non-exclusivity.............................................16
6.4. Survival of Indemnification.................................16
6.5. Insurance...................................................16
7. GENERAL PROVISIONS...............................................16
7.1. Inspection of Books and Records.............................16
7.2. Dividends...................................................17
7.3. Reserves....................................................17
7.4. Execution of Instruments....................................17
7.5. Fiscal Year.................................................17
7.6. Seal........................................................17
</TABLE>

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<PAGE>

BYLAWS

ANSWERTHINK CONSULTING GROUP, INC.

1. OFFICES

1.1. REGISTERED OFFICE

The registered office of the Corporation shall be in Wilmington,
Delaware, and the initial registered agent in charge thereof shall be The
Corporation Trust Company.

1.2. OTHER OFFICES

The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors of the
Corporation (the "BOARD") may from time to time determine or as may be necessary
or useful in connection with the business of the Corporation.

2. MEETINGS OF STOCKHOLDERS

2.1. PLACE OF MEETINGS

All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board, the Chairman or the President.

2.2. ANNUAL MEETINGS

(a) The Corporation shall hold annual meetings of stockholders,
commencing with the year 1999, on such date and at such time as shall be
designated from time to time by the Board, the Chairman or the President. At
each annual meeting, the stockholders shall elect by a plurality vote (as
provided in SECTION 2.9 hereof) directors to succeed those whose terms expire at
the time of the annual meeting. The nomination of persons for election to the
Board and the proposal of any other business to be transacted at an annual
meeting may be made only (i) by or at the direction of the Board or (ii) by any
stockholder of record who
<PAGE>

gives notice in accordance with the procedures set forth in paragraph (b) of
this SECTION 2.2 and who is a stockholder of record both on the date of giving
such notice and on the record date for the determination of stockholders
entitled to vote at such annual meeting; only persons thereby nominated shall be
eligible to serve as directors and only business thereby proposed shall be
transacted at an annual meeting. The presiding officer of the annual meeting
shall determine whether a nomination or any proposal of business complies or
complied with this SECTION 2.2.

(b) For nominations and other business to be brought properly before
an annual meeting by a stockholder pursuant to clause (ii) of paragraph (a) of
this SECTION 2.2, the stockholder must deliver notice to the Secretary of the
Corporation at the principal executive offices of the Corporation in accordance
with this SECTION 2.2(B). The notice must be received by the Secretary not less
than 60 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
-------- -------
date of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, the stockholder must so deliver the
notice not earlier than the 90th day prior to such annual meeting and not later
than the close of business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made; provided further, however, that in the event
-------- ------- -------
that the number of directors to be elected to the Board is increased and there
is no public announcement naming all of the nominees for director or specifying
the size of the increased Board made by the Corporation at least 70 days prior
to the first anniversary of the preceding annual meeting, with respect to
nominees for any new position created by the increase, the stockholder must so
deliver the notice not later than the close of business on the tenth day
following the day on which such public announcement is first made. The
stockholder's notice must set forth: (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and
regulations thereunder (together with such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected), whether or not the Corporation is then subject to Section 14(a) and
such rules and regulations; (ii) as to any other business that the stockholder
proposes to transact at the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting the business at the
meeting and any material interest in the business of the stockholder and of the
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, the name and address of

-2-
<PAGE>

the stockholder, as they appear on the Corporation's books, and of such
beneficial owner, the class and number of shares of the Corporation that are
owned beneficially and of record by such stockholder and such beneficial owner
and a representation that the stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting. For
purposes of this SECTION 2.2 and SECTION 2.3 hereof, a "public announcement"
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service, in a document publicly filed with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act (or their successor provisions), or in a notice of meeting or
proxy statement mailed generally to the Corporation's stockholders. In giving
notice under this SECTION 2.2, a stockholder must also comply with state law and
the Exchange Act (and the rules and regulations thereunder). Nothing in this
SECTION 2.2 shall be deemed to affect the rights of a stockholder to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 (or its successor provision) under the Exchange Act.

2.3. SPECIAL MEETINGS

Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called only by the Board, the
Chairman or the President or by the stockholders as set forth in the
Corporation's Certificate of Incorporation (as amended and amended and restated
from time to time, the "CERTIFICATE OF INCORPORATION"). Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice relating to such meeting (or to the purposes for which the meeting is
called if such notice is waived or is not required as provided in the General
Corporation Law of the State of Delaware (the "DELAWARE GENERAL CORPORATION
LAW") or these Bylaws). In the case of a special meeting of stockholders called
for the purpose of electing directors, nominations may be made only (i) by or at
the direction of the Board or (ii) by any stockholder of record who delivers to
the Secretary, no later than the tenth day following the day on which public
announcement of the special meeting is made, a notice that complies with and is
delivered in accordance with SECTION 2.2(B) above.

2.4. NOTICE OF MEETINGS

Written notice of any meeting of stockholders, stating the place, date
and hour of the meeting, and (if it is a special meeting) the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than 60 days before
the date of the meeting (except to the extent that such notice is waived or is
not required as provided in the

-3-
<PAGE>

Delaware General Corporation Law or these Bylaws). Such notice shall be given in
accordance with, and shall be deemed effective as set forth in, Section 222 (or
any successor section) of the Delaware General Corporation Law.

2.5. WAIVERS OF NOTICE

Whenever the giving of any notice is required by statute, the
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting
shall constitute a waiver of notice (1) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (2) (if it is a special meeting) of
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter at the beginning of the meeting.

2.6. LIST OF STOCKHOLDERS

After the record date for a meeting of stockholders has been fixed, at
least ten days before such meeting, the officer or other agent of the
Corporation who has charge of the stock ledger of the Corporation shall make a
list of all stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place in the city where the meeting is to be held, which
place is to be specified in the notice of the meeting, or at the place where the
meeting is to be held. Such list shall also, for the duration of the meeting,
be produced and kept open to the examination of any stockholder who is present
at the time and place of the meeting.

2.7. QUORUM AT MEETINGS

Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Certificate of Incorporation, a quorum shall exist if there are present
in person or represented by proxy the holders of a majority of the shares
entitled to vote at the meeting. Where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or

-4-
<PAGE>

represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter. Once a share is represented for any purpose
at a meeting (other than solely to object (1) to holding the meeting or
transacting business at the meeting or (2) (if it is a special meeting) to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice), it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.

2.8. VOTING AND PROXIES

Unless otherwise provided in the Delaware General Corporation Law or
in the Certificate of Incorporation, and subject to the other provisions of
these Bylaws, each stockholder shall be entitled to one vote on each matter, in
person or by proxy, for each share of the Corporation's capital stock that has
voting power and that is held by such stockholder. No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

2.9. REQUIRED VOTE

When a quorum is present at any meeting of stockholders, all matters
shall be determined, adopted and approved by the affirmative vote (which need
not be by ballot) of the holders of a majority of the shares present in person
or represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statutes or of the Certificate of Incorporation, a different vote is specified
and required, in which case such express provision shall govern and control with
respect to that vote on that matter. Where a separate vote by a class or
classes is required, the affirmative vote of the holders of a majority of the
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class. Notwithstanding the foregoing,
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.

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2.10. INSPECTORS

Prior to any meeting of stockholders, the Board or the President
shall appoint one or more inspectors to act at such meeting and make a written
report thereof and may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at the meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall ascertain the
number of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
certify their determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may appoint or retain
other persons to assist them in the performance of their duties. The date and
time of the opening and closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting. No
ballot, proxy or vote, nor any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls. In determining the
validity and counting of proxies and ballots, the inspectors shall be limited to
an examination of the proxies, any envelopes submitted therewith, any
information provided by a stockholder who submits a proxy by telegram, cablegram
or other electronic transmission from which it can be determined that the proxy
was authorized by the stockholder, ballots and the regular books and records of
the Corporation, and they may also consider other reliable information for the
limited purposes of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons that represent more votes than
the holder of a proxy is authorized by the record owner to cast or more votes
than the stockholder holds of record. If the inspectors consider other reliable
information for such purpose, they shall, at the time they make their
certification, specify the precise information considered by them, including the
person or persons from whom they obtained the information, when the information
was obtained, the means by which the information was obtained and the basis for
the inspectors' belief that such information is accurate and reliable.

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<PAGE>

3. DIRECTORS

3.1. POWERS

The business and affairs of the Corporation shall be managed by or
under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation
set forth in the Certificate of Incorporation or as otherwise may be provided in
the Delaware General Corporation Law.

3.2. NUMBER AND ELECTION

Within the limits set forth in the Certificate of Incorporation, the
number of directors shall be determined by resolution of the Board. The
directors shall be elected at the annual meeting of the stockholders in
accordance with the Certificate of Incorporation. Vacancies on the Board shall
be filled in accordance with the Certificate of Incorporation. Once elected or
chosen pursuant to the Certificate of Incorporation, a director shall hold
office until the director's successor is elected and qualified or until the
director dies, resigns or is removed; provided, however, that if the Board
-----------------
decreases the number of directors constituting the Board and designates a
particular directorship to be eliminated due to the decrease, a director in the
eliminated directorship shall cease to hold office after the next election of
such directorship, unless the director is nominated and elected to another
directorship on the Board.

3.3. MEETINGS

3.3.1. REGULAR MEETINGS

Regular meetings of the Board may be held without notice at such time
and at such place as shall from time to time be determined by the Board.

3.3.2. SPECIAL MEETINGS

Special meetings of the Board may be called by the Chairman or
President on one day's notice to each director, either personally or by
telephone, express delivery service (so that the scheduled delivery date of the
notice is at least one day in advance of the meeting), telegram or facsimile
transmission, and on five days' notice by mail (effective upon deposit of such
notice in the mail). The notice need not describe the purpose of a special
meeting.

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3.3.3. TELEPHONE MEETINGS

Members of the Board may participate in a meeting of the Board by any
communication by means of which all participating directors can simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.

3.3.4. ACTION WITHOUT MEETING

Any action required or permitted to be taken at any meeting of the
Board may be taken without a meeting if the action is taken by all members of
the Board. The action must be evidenced by one or more written consents
describing the action taken, signed by each director, and delivered to the
Corporation for inclusion in the minute book.

3.3.5. WAIVER OF NOTICE OF MEETING

A director may waive any notice required by statute, the Certificate
of Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at
or participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

3.4. QUORUM AND VOTE AT MEETINGS

At all meetings of the Board, a quorum of the Board consists of a
majority of the total number of directors comprising the full Board as
established pursuant to SECTION 3.2 of these Bylaws. The vote of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation or by these Bylaws.

3.5. COMMITTEES OF DIRECTORS

The Board may designate one or more committees, each committee to
consist of one or more directors. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. If a member of a committee
is absent

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<PAGE>

from any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by unanimous vote, appoint another member of
the Board to act at the meeting in the place of such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority in reference to approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval or adopting, amending or repealing any Bylaw of the Corporation;
and unless the resolution designating the committee, these Bylaws or the
Certificate of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of stock
or to adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware General Corporation Law. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board. Each committee shall keep regular minutes of its meetings and report
the same to the Board, when required. Unless otherwise specified in the Board
resolution appointing the Committee, all provisions of the Delaware General
Corporation Law and these Bylaws relating to meetings, action without meetings,
notice (and waiver thereof) and quorum and voting requirements of the Board
apply, as well, to such committees and their members.

3.6. COMPENSATION OF DIRECTORS

The Board shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

4. OFFICERS

4.1. POSITIONS

The officers of the Corporation shall be a Chairman, a President and a
Secretary, and such other officers as the Board (or an officer authorized by the
Board) from time to time may appoint, including a Treasurer, one or more Vice
Presidents (any of whom may be designated Senior Vice President or Executive
Vice President), Assistant Secretaries and Assistant Treasurers. Each such
officer shall

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<PAGE>

exercise such powers and perform such duties as shall be set forth below and
such other powers and duties as from time to time may be specified by the Board
or by any officer(s) authorized by the Board to prescribe the duties of such
other officers. Any number of offices may be held by the same person, except
that in no event shall the President and the Secretary be the same person. Each
of the Chairman, President and/or any Vice President may execute bonds,
mortgages, contracts and other instruments and documents under the seal of the
Corporation, if required, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall be expressly
delegated by the Board to some other officer or agent of the Corporation.

4.2. CHAIRMAN

The Chairman shall (when present and unless otherwise provided by
resolution of the Board or delegated by the Chairman) preside at all meetings of
the Board and stockholders, and shall ensure that all orders and resolutions of
the Board and stockholders are carried into effect.

4.3. PRESIDENT

The President shall be the Chief Executive Officer of the Corporation
and shall have full responsibility and authority for management of the
operations of the Corporation and shall have and perform such other duties as
may be prescribed by the stockholders, the Board or the Executive Committee (if
any).

4.4. VICE PRESIDENT

In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. Unless the order is
otherwise designated, an Executive Vice President shall come in order before any
Senior Vice President and any Vice President, and a Senior Vice President shall
come in order before any Vice President.

4.5. SECRETARY

The Secretary shall have responsibility for preparation of minutes of
meetings of the Board and of the stockholders and for authenticating records of
the

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Corporation. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board. The Secretary
or an Assistant Secretary may also attest all instruments signed by any other
officer of the Corporation.

4.6. ASSISTANT SECRETARY

The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board (or if there shall have been no
such determination, then in the order of their election), shall, in the absence
of the Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary.

4.7. TREASURER

The Treasurer, if one is appointed, shall have responsibility for the
custody of the corporate funds and securities and shall see to it that full and
accurate accounts of receipts and disbursements are kept in books belonging to
the Corporation. The Treasurer, if one is appointed, shall render to the
Chairman, the President and the Board, upon request, an account of all financial
transactions and of the financial condition of the Corporation.

4.8. ASSISTANT TREASURER

The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer.

4.9. TERM OF OFFICE

The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Board.

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<PAGE>

4.10. COMPENSATION

The compensation of officers of the Corporation shall be fixed by the
Board or by any officer(s) authorized by the Board to prescribe the compensation
of such other officers.

4.11. FIDELITY BONDS

The Corporation may secure the fidelity of any or all of its officers
or agents by bond or otherwise.

5. CAPITAL STOCK

5.1. CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

The shares of the Corporation shall be represented by certificates,
provided that the Board may provide by resolution that some or all of any or all
classes or series of the Corporation's stock be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board, every holder of stock represented by
certificates, and upon request every holder of uncertificated shares, shall be
entitled to have a certificate (representing the number of shares registered in
certificate form) signed in the name of the Corporation by the Chairman,
President or any Vice President, and by the Treasurer, Secretary or any
Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

5.2. LOST CERTIFICATES

The Board, Chairman, President or Secretary may direct a new
certificate of stock to be issued in place of any certificate theretofore issued
by the Corporation and alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming that the certificate
of stock has been lost, stolen or destroyed. When authorizing such issuance of
a new certificate, the Board or any such officer may, as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such

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<PAGE>

owner's legal representative, to advertise the same in such manner as the Board
or such officer shall require and/or to give the Corporation a bond or
indemnity, in such sum or on such terms and conditions as the Board or such
officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.

5.3. RECORD DATE

5.3.1. ACTIONS BY STOCKHOLDERS

In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 days nor less than ten days before the date of such
meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, unless the Board
fixes a new record date for the adjourned meeting.

5.3.2. PAYMENTS

In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.

5.4. STOCKHOLDERS OF RECORD

The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other

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<PAGE>

claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise may be provided by the Delaware General Corporation Law.

6. INDEMNIFICATION; INSURANCE

6.1. AUTHORIZATION OF INDEMNIFICATION

Each person who was or is a party or is threatened to be made a party
to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
by or in the right of the Corporation or otherwise (a "PROCEEDING"), by reason
of the fact that he or she is or was a director or officer of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee, partner (limited or general) or agent of another corporation or of a
partnership, joint venture, limited liability company, trust or other
enterprise, including service with respect to an employee benefit plan, shall be
(and shall be deemed to have a contractual right to be) indemnified and held
harmless by the Corporation (and any successor to the Corporation by merger or
otherwise) to the fullest extent authorized by, and subject to the conditions
and (except as provided herein) procedures set forth in the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but any such
amendment shall not be deemed to limit or prohibit the rights of indemnification
hereunder for past acts or omissions of any such person insofar as such
amendment limits or prohibits the indemnification rights that said law permitted
the Corporation to provide prior to such amendment), against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA taxes
or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal proceeding, had no reasonable cause to believe such person's
conduct was unlawful; provided, however, that the Corporation shall indemnify
--------- -------
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person (except for a suit or action pursuant to
SECTION 6.2 hereof) only if such proceeding (or part thereof) was authorized by
the Board. Persons who are not directors or officers of the Corporation and are
not so serving at the request of the Corporation may be similarly indemnified in
respect of such service to the extent authorized at any time by the Board. The
indemnification conferred in this SECTION 6.1 also shall include the right to be
paid by the Corporation (and such successor) the expenses (including attorneys'
fees) incurred in the defense of or other

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involvement in any such proceeding in advance of its final disposition;
provided, however, that, if and to the extent the Delaware General Corporation
- - -------- -------
Law requires, the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so paid in advance if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under this SECTION 6.1 or otherwise; and provided further, that
-------- -------
such expenses incurred by other employees and agents may be so paid in advance
upon such terms and conditions, if any, as the Board deems appropriate.

6.2. RIGHT OF CLAIMANT TO BRING ACTION AGAINST THE CORPORATION

If a claim under SECTION 6.1 is not paid in full by the Corporation
within 60 days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring an action against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
action. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct that make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed or is otherwise not entitled to indemnification under SECTION 6.1, but
the burden of proving such defense shall be on the Corporation. The failure of
the Corporation to have made a determination (in the manner provided under the
Delaware General Corporation Law) prior to or after the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law shall not be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Unless otherwise specified in an agreement with the claimant, an actual
determination by the Corporation (in the manner provided under the Delaware
General Corporation Law) after the commencement of such action that the claimant
has not met such applicable standard of conduct shall not be a defense to the
action, but shall create a presumption that the claimant has not met the
applicable standard of conduct.

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<PAGE>

6.3. NON-EXCLUSIVITY

The rights to indemnification and advance payment of expenses provided
by SECTION 6.1 hereof shall not be deemed exclusive of any other rights to which
those seeking indemnification and advance payment of expenses may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

6.4. SURVIVAL OF INDEMNIFICATION

The indemnification and advance payment of expenses and rights thereto
provided by, or granted pursuant to, SECTION 6.1 hereof shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee, partner or agent and shall inure to the
benefit of the personal representatives, heirs, executors and administrators of
such person.

6.5. INSURANCE

The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, against any liability asserted against such person or
incurred by such person in any such capacity, or arising out of such person's
status as such, and related expenses, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of the Delaware General Corporation Law.

7. GENERAL PROVISIONS

7.1. INSPECTION OF BOOKS AND RECORDS

Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where an attorney or

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<PAGE>

other agent is the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office or at its principal place of business.

7.2. DIVIDENDS

The Board may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Delaware.

7.3. RESERVES

The directors of the Corporation may set apart, out of the funds of
the Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

7.4. EXECUTION OF INSTRUMENTS

All checks, drafts or other orders for the payment of money and
promissory notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board may from time to time designate.

7.5. FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the
Board.

7.6. SEAL

The corporate seal shall be in such form as the Board shall approve.
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

* * * *

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<PAGE>

EXHIBIT 9.1

SHAREHOLDERS AGREEMENT
----------------------

THIS AGREEMENT is made as of April 23, 1997 by and among AnswerThink
Consulting Group, Inc. a Florida corporation (the "COMPANY")and the shareholders
of the Company from time to time a party hereto, initially including, Golder,
Thoma, Cressey, Rauner Fund V, L.P., a Delaware limited partnership ("GTCR V"),
MG Capital Partners II, L.P. ("MG") a Delaware limited partnership, Gator
Associates, Ltd., a Florida limited partnership ("GATOR"), and Tara Ventures,
Ltd., a British Virgin Islands corporation ("TARA" and together with Gator, the
"MILLER GROUP") and each of the individuals listed on the signature page hereof
under the heading, "EXECUTIVES" (such individuals being referred to
individually as an "Executive" and collectively, the "EXECUTIVES"). Each of the
shareholders of the Company from time to time a party hereto are collectively
referred to herein as the "Shareholders" and individually as a "Shareholder."
Capitalized terms used but not otherwise defined herein are defined in Section 5
hereof.

Each of GTCR V, MG and the Miller Group will purchase shares of the
Company's Class A Convertible Preferred Stock (the "CLASS A PREFERRED"),
pursuant to a purchase agreement between GTCR V, MG, the Miller Group and the
Company dated as of the date hereof (the "PURCHASE AGREEMENT"). Certain of the
Executives will purchase shares of Common Stock and, at their option, Class A
Preferred pursuant to a senior management agreement between the Company and each
Executive dated as of the date hereof (the "Senior Management Agreement").

The execution and delivery of this Agreement is a condition to the
purchase of Class A Preferred by each of GTCR V, MG and the Miller Group
pursuant to the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

1. BOARD OF DIRECTORS.
------------------
(a) From and after the Closing and until the provisions of this
Section 1 cease to be effective, each Shareholder shall vote all of his
Shareholder Shares and any other voting securities of the Company over which
such Shareholder has voting control and shall take all other necessary or
desirable actions within his control (whether in his capacity as a shareholder,
director, member of a board committee or officer of the Company or otherwise,
and including, without limitation, attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary and desirable actions within
its control (including, without limitation, calling special board and
shareholder meetings), so that: (i) the authorized number of directors on the
Company's board of directors (the "BOARD") shall be established at eleven
directors;

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<PAGE>

(ii) the following persons shall be elected to the Board:

(A) up to two representatives designated by GTCR V (the
"INVESTOR DIRECTORS"), who shall initially be Bruce V. Rauner and Will
Kessinger;

(B) up to two representatives designated by
Shareholders holding a majority of the Miller Group Shareholder Shares
(the "MILLER DIRECTORS"), one of such representatives shall initially
be Edmund R. Miller (the "INITIAL SPECIFIED MILLER DIRECTOR");

(C) up to three of the Company's executive officers
(the "EXECUTIVE DIRECTORS"), who shall initially be Ted A. Fernandez,
Allan R. Frank and Ulysses S. Knotts, III and shall thereafter be
chosen by the holders of Shareholder Shares holding a majority of the
Executive Shareholder Shares; and

(D) up to four representatives designated by the
Investor Directors and the Initial Specified Miller Director by
unanimous vote, not to be unreasonably withheld, from representatives
chosen by the Investor Directors and the Initial Specified Miller
Director by majority vote, in each case after consultation with the
Executive Directors (the "OUTSIDE DIRECTORS"); provided that such
Outside Directors shall not be a member of the Company's management or
an employee or officer of the Company or its subsidiaries or otherwise
affiliated with the Company, the Executive Directors or any of the
Investors; and provided further that if the Investor Directors and the
Initial Specified Miller Director are unable to unanimously agree on
any of the Outside Directors within 10 days after the date of
notification by the Investor Directors of its proposed nominees, any
such Outside Director as to which there is disagreement shall be
designated by a representative (the "Joint Representative") as
selected by the unanimous agreement of the Investor Directors and the
Initial Specified Miller Director (or if unanimous agreement is not
obtained within 5 days after trying to reach agreement, as selected by
a representative designated by the Investor Directors (the "INVESTOR
REPRESENTATIVE") and a representative designated by the Initial
Specified Miller Director (the "MILLER REPRESENTATIVE")). In each
case, the Joint Representative, the Investor Representative and the
Miller Representative shall not be a member of the Company's
management or an employee or officer of the Company or its
subsidiaries or otherwise affiliated with the Company, the Executive
Directors or any of the Investors;

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<PAGE>

(iii) the removal from the Board of any Investor Director,
any Executive Director, any Miller Director or any Outside Director
shall be only upon the written request of the person or persons
entitled to designate such director pursuant to Section 1(a)(ii) above
at the time of such designation; provided that if any Executive
Director ceases to be an employee of the Company and its subsidiaries,
he shall be removed as a director promptly after his employment ceases
on a date specified by the Investor Directors; provided further that
the removal of any Outside Director shall be by the majority vote of
the persons entitled to designate such director pursuant to Section
l(a)(ii)(D) (without giving effect to the provisions thereof); and
provided further that at such time that any person or persons are no
longer entitled to designate one or more representatives pursuant to
subparagraph (ii) above, the parties shall take all necessary actions
so that each member of the Board or any committee thereof, designated
by such person or persons shall be automatically removed as (and shall
cease to be) a director of the Company and a director of each of the
Company's subsidiaries and a member of each such committee;

(iv) in the event that any director designated hereunder for
any reason ceases to serve as a member of the Board during his term of
office, the resulting vacancy on the Board shall be filled by a
representative designated by the person or persons entitled to
designate such director pursuant to Section 1 (a)(ii) above at the
time of such designation if such person so elects;

(v) except as otherwise provided in Sections l(a)(iii) and
l(a)(iv) above, any vacancy on the Board shall not be filled and for
so long as such vacancy exists, the authorized number of directors on
the Board shall be reduced accordingly.

(b) There shall be at least four meetings of the Board during
every fiscal year, at least one of which shall be held in each 120-day period
during the Company's fiscal year. The Company shall pay all out-of-pocket
expenses incurred by each director in connection with attending regular and
special meetings of the Board and any committee thereof.

(c) If any party fails (but is otherwise entitled) to designate a
representative to fill a directorship pursuant to the terms of this Section 1,
the election of a person to such directorship shall be accomplished in
accordance with the Company's by-laws and applicable law; provided that the
parties shall take all necessary actions to remove such individual if the party
or parties which failed (and are otherwise entitled) to designate such a
representative so directs.

2. CONFLICTING AGREEMENTS. Each Shareholder represents that he has not
----------------------
granted and is not a party to any proxy, voting trust or other agreement which
is inconsistent with or conflicts with the provisions of this Agreement, and no
holder of

-3-
<PAGE>

Shareholder Shares shall grant any proxy or become party to any voting trust or
other agreement which is inconsistent with or conflicts with the provisions
of this Agreement.

3. LEGEND. Each certificate evidencing Shareholder Shares and each
------
certificate issued in exchange for or upon the transfer of any Shareholder
Shares (if such shares remain Shareholder Shares as defined herein after such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

"The securities represented by this certificate are subject
to a Shareholders Agreement dated as of April 23, 1997,
among the issuer of such securities (the "Company") and
certain of the Company's shareholders. A copy of such
Shareholders Agreement will be furnished without charge by
the Company to the holder hereof upon written request."

The Company shall imprint such legend on certificates evidencing Shareholder
Shares outstanding prior to the date hereof The legend set forth above shall be
removed from the certificates evidencing any shares which cease to be
Shareholder Shares.

4. SALE OF THE COMPANY.
-------------------

(a) If the Board approves a Sale of the Company (an "Approved
Sale"), each holder of Shareholder Shares shall vote for, consent to and raise
no objections against such Approved Sale. If the Approved Sale is structured as
a (i) merger or consolidation, each holder of Shareholder Shares shall waive any
dissenters' rights, appraisal rights or similar rights in connection with such
merger or consolidation or (ii) sale of stock, each holder of Shareholder Shares
shall agree to sell all of his Shareholder Shares and rights to acquire
Shareholder Shares on the terms and conditions approved by the Board. Each
holder of Shareholder Shares shall take all necessary or desirable actions in
connection with the consummation of the Approved Sale as requested by the Board.

(b) Prior to commencing any such significant action in connection
with seeking a Sale of the Company, the Company will provide members of the
Executive Group which are then employees of the Company a notice setting forth
the Company's intention to seek a proposed Sale of the Company (the "SALE
NOTICE"). Within 45 days following receipt of the Sale Notice, members of the
Executive Group who are then employees of the Company and that hold a majority
of the Shareholder Shares held by all such members may deliver a written offer
(a "Management Offer") to the Company to effectuate a Sale of the Company to one
or more such members of the Management Group or a Person controlled by one or
more of them (a "MANAGEMENT TRANSACTION") setting forth in reasonable detail the
terms, conditions and proposed purchase price of such Management Transaction,
which price shall be payable solely in cash upon the consummation of such
Transaction. If the terms and conditions of such Management Transaction are
acceptable to the Board, then

-4-
<PAGE>

the Board will seek to consummate such Management Transaction, subject to the
conditions set forth in subparagraph (c) below. If a Management Offer is
delivered and the terms and conditions of the Management Transaction are not
acceptable to the Board, then the Board may seek to effectuate a Sale of the
Company on terms and conditions satisfactory to the Board; provided that if the
Board determines to effectuate a Sale of the Company that would not result in
the holders of Shareholder Shares receiving aggregate net cash
consideration (after payment of any taxes payable by the Company and if a sale
of assets, any liabilities retained by the Company in connection with such Sale
of the Company) in excess of 100% of the aggregate net cash consideration which
the holders of Shareholder Shares would have received (after payment of any
taxes payable by the Company and, if a sale of assets, any liabilities retained
by the Company in connection with such Sale of the Company) if the Management
Transaction were consummated on terms set forth in the Management Offer, then
the Company shall deliver a second notice (the "SECOND SALE NOTICE") to members
of the Executive Group which are employees of the Company or any of its
Subsidiaries describing in reasonable detail the terms and conditions of the
Sale of the Company proposed to be effected, and the members of such Executive
Group entitled to deliver a Management Offer will have 20 days from the receipt
of the Second Sale Notice to deliver a written offer (the "SECOND OFFER NOTICE")
to the Company to effect the Management Transaction on the terms described in
the Management Offer, subject to the conditions set forth in subparagraph (c)
below.

(c) If members of the Executive Group deliver a Management Offer
or a Second Offer Notice, such members must (A) obtain an executed definitive
and binding agreement to consummate the Management Transaction and obtain and
deliver to the Company binding commitments regarding the financing thereof which
are reasonably satisfactory to the Board within 45 days after acceptance by the
Board of the Management Offer or Second Offer Notice, as applicable, and (B)
consummate the Management Transaction within 90 days after acceptance by the
Board of the Management Offer or the Second Management Offer, as applicable. If
any of the conditions set forth in (A) or (B) of the preceding sentence is not
fulfilled, the Board may again seek a Sale of the Company and members of the
Executive Group will not have the right to deliver a Management Offer or a
Second Offer Notice in connection with any Sale of the Company.

(d) In connection with any Approved Sale (whether by sale,
merger, recapitalization, reorganization, consolidation, combination or
otherwise) pursuant to this Section 4, each holder of Shareholder Shares
immediately prior to such Approved Sale shall, subject to clause (e) below,
receive the same form of consideration and the same portion of the aggregate
consideration that such holder of Shareholder Shares would have received if the
aggregate consideration paid by the buyer in connection with such Approved Sale
(the "AGGREGATE CONSIDERATION") had been paid directly to the Company and then
distributed by the Company in a complete liquidation pursuant to the terms of
the Company's Certificate of Incorporation as in effect immediately prior to
such Approved Sale (but without the Company paying any amounts in such
liquidation with respect to any obligations that are being assumed by the buyer
in connection with such Approved Sale, and after giving effect to any transfer
taxes payable in connection with such Approved Sale, the amount of which will be
paid directly to the persons owing such taxes). In furtherance thereof, but
without prejudice to any rights granted in the Company's Certificate of
Incorporation, each holder of then currently exercisable tights to acquire any
class of Shareholder Shares will be given an opportunity to

-5-
<PAGE>

either (A) exercise such rights prior to the consummation of such Approved Sale
and participate in such sale as a holder of such class of Shareholder Shares or
(B) upon the consummation of such Approved Sale, or at such other time agreed to
by such holder, receive in exchange for (or, if applicable, upon the exercise
of) such rights, the consideration contemplated to be received by such holder as
a result of such Approved Sale in the agreement or instrument pursuant to which
such holder acquired such rights from the Company or, if no such consideration
is contemplated thereby, the consideration such holder would have received if
such holder exercised such rights prior to the consummation of such Approved
Sale less the amount such holder would have paid to the Company to exercise such
rights. Each holder of Shareholder Shares shall take all necessary or desirable
actions in connection with the receipt of the Aggregate Consideration from such
Approved Sale as is requested by the Board to effectuate the foregoing.

(e) If one or more holders of Shareholder Shares continue to hold
Shareholder Shares following an Approved Sale (the "REMAINING SECURITYHOLDERS"),
then (i) the Remaining Securityholders shall not be entitled to receive any
distribution in respect of such Shareholder Shares pursuant to Section 4(d) and
(ii) for purposes of determining the consideration which each holder of
Shareholder Shares is entitled to receive pursuant to Section 4(d), it shall be
assumed that none of the Shareholder Shares held by the Remaining
Securityholders are outstanding.

5. DEFINITIONS.
-----------

"ADDITIONAL EXECUTIVE" means any member of the Company's senior
management who becomes a "Shareholder" in accordance with Section 7 of this
Agreement.

"CLOSING" shall have the meaning set forth in the Purchase
Agreement.

"EXECUTIVE GROUP" means the Executive and the Additional
Executives.

"EXECUTIVE SHAREHOLDER SHARES" means Shareholder Shares held by
an Executive (other than Edmund R. Miller) or an Additional Executive.

"INVESTORS" mean GTCR V, MG, the Miller Group and each of their
successors, and to the extent permitted to be a subsequent holder of
Convertible Preferred pursuant to the Purchase Agreement, assigns.

"MILLER GROUP SHAREHOLDER SHARES" means Shareholder Shares held
by members of the Miller Group.

"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization end a governmental entity or any
department, agency or political subdivision thereof.

-6-
<PAGE>

"PUBLIC OFFERING" means the sale in an underwritten public
offering registered under the Securities Act of shares of the Company's
Common Stock approved by the Board.

"SALE OF THE COMPANY" means any transaction or series of
transactions pursuant to which any person(s) or entity(ies) other than an
Investor in the aggregate acquire(s) (i) all or substantially all of the
capital stock of the Company or (ii) all or substantially all of the
Company's assets determined on a consolidated basis.

"SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

"SHAREHOLDER SHARES" means (i) any Common Stock purchased or
otherwise acquired by any Shareholder, (ii) any equity securities issued or
issuable directly or indirectly with respect to the Common Stock referred to in
clause (i) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization, and (iii) any other shares of any class or series of capital
stock of the Company held by a Shareholder. As to any particular shares
constituting Shareholder Shares, such shares will cease to be Shareholder Shares
when they have been (x) effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering them or (y)
sold to the public through a broker, dealer or market maker pursuant to Rule 144
(or any similar provision then in force) under the Securities Act.

6. TRANSFERS: TRANSFERS IN VIOLATION OF AGREEMENT. Prior to
----------------------------------------------
transferring any Shareholder Shares to any person or entity, the transferring
Shareholder shall cause the prospective transferee to execute and deliver to the
Company and the other Shareholders a counterpart of this Agreement. Any transfer
or attempted transfer of any Shareholder Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such transfer on
its books or treat any purported transferee of such Shareholder Shares as the
owner of such shares for any purpose.

7. ADDITIONAL SHAREHOLDERS. In connection with the issuance of any
-----------------------
additional equity securities of the Company, the Company may permit such person
to become a party to this Agreement and succeed to all of the rights and
obligations of a "Shareholder" under this Agreement by obtaining an executed
counterpart signature page to this Agreement, and, upon such execution, such
person shall for all purposes be a "Shareholder" party to this Agreement.

8. HOLDBACK AGREEMENT. Each holder of Shareholder Shares shall not
------------------
effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and the 180-day period beginning on the effective date of an initial Public
Offering, unless the underwriters managing such initial Public Offering
otherwise agree.

-7-
<PAGE>

9. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
--------------------
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Shareholders unless such modification,
amendment or waiver is approved in writing by the Company, the Investors, the
Executives and each Additional Executive. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.

10. SEVERABILITY. Whenever possible, each provision of this Agreement
------------
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

11. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein,
----------------
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.

12. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
----------------------
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and permitted assigns and the Shareholders and any
permitted subsequent holders of Shareholder Shares and the respective successors
and permitted assigns of each of them, so long as they hold Shareholder Shares.

13. COUNTERPARTS. This Agreement may be executed in separate
------------
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

14. REMEDIES. The Company, the Investors, the Executives and each
--------
Additional Executive shall be entitled to enforce their rights under this
Agreement specifically to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in their
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the
Company, the Investors, the Executives and each Additional Executive may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or injunctive relief (without posting a bond or
other security) in order to enforce or prevent any violation of the provisions
of this Agreement.

15. NOTICES. All notices, demands or other communications to be given
-------
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient

-8-
<PAGE>

by reputable overnight courier service (charges prepaid) or mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid. Such notices, demands and other communications shall be sent to the
Investor and to each Executive at the addresses indicated on the Schedule of
Holders and to the Company at the address of its corporate headquarters or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.

16. GOVERNING LAW. The corporate law of Florida shall govern all
-------------
issues concerning the relative rights of the Company and its shareholders. All
other questions concerning the construction, validity and interpretation of this
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Illinois, without giving effect to any choice of law or
other conflict of law provision or rule (whether of the State of Illinois or any
other jurisdiction)that would cause the application of the laws of any
jurisdiction other than the State of Illinois.

17. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
--------------------
are inserted for convenience only and do not constitute a part of this
Agreement.

18. NO INDIRECT TRANSFERS. Each holder of Shareholder Shares that is
---------------------
not an individual (other than GTCR V) shall not permit the issuance of
additional equity interests in such holder or any transfer of any interest of
any Indirect Owner in such holder without the consent of both Investors.

19. MANAGEMENT CLASS A PREFERRED. The Company may sell up to an
----------------------------
aggregate of 400,000 shares of Class A Preferred to the Executives and other
employees of the Company (including shares of Class A Preferred to be purchased
under Senior Management Agreements), as determined by the President.

20. REINCORPORATION INTO DELAWARE. If any Investor reasonably
-----------------------------
determines that in order to more fully effectuate the terms and provisions of
the Purchase Agreement, this Agreement and the other agreements and documents
contemplated hereby and thereby it would be necessary or desirable to
reincorporate into Delaware, the parties hereto hereby agree to take all such
action as are reasonably requested by such Investor to so reincorporate.

[THIS SPACE INTENTIONALLY LEFT BLANK]

-9-
<PAGE>

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

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
-----------------------------------
Its: CEO
----------------------------------

GATOR ASSOCIATES, LTD.

By: /s/ Edmund R. Miller
------------------------------------
Its:
-----------------------------------

TARA VENTURES, LTD.

By: /s/ Edmund R. Miller
------------------------------------
Its:
-----------------------------------

-10-
<PAGE>

GOLDER, THOMA, CRESSEY, RAUNER
FUND V, L.P.

By: GTCR V, L.P.
Its: General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: /s/ Bruce Rauner
-----------------------------------
Its: Principal

EXECUTIVES

/s/ Ted A. Fernandez
--------------------------------------
Ted A. Fernandez

/s/ Allan R. Frank
--------------------------------------
Allan R. Frank

/s/ Ulysses S. Knotts, III
--------------------------------------
Ulysses S. Knotts, III

/s/ Edmund R. Miller
--------------------------------------
Edmund R. Miller

-11-

<PAGE>

ADDITIONAL INVESTORS

MG CAPITAL PARTNERS II, L.P.

By: MG Capital Corp.
--------------------------------------

Its: General Partner
-------------------------------------

By: [SIGNATURE APPEARS HERE]
--------------------------------------

Its: Managing Director
-------------------------------------

-12-

<PAGE>

SCHEDULE OF HOLDERS
-------------------

If to GTCR V:

Golder, Thoma, Cressey, Rauner Fund V, L.P.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Bruce V. Rauner

with a copy to:

Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich

If to MG:

MG Capital Partners II, L.P.
227 West Monroe Street, Suite 4950
Chicago, Illinois 60606

If to the Miller Group:

Gator Associates, Ltd.
Tara Ventures, Ltd.
c/o Miller Capital Management, Inc.
2665 South Bayshore Drive, Suite 1101
Coconut Grove, FL 33133
Attention: Edmund R. Miller

Ted A. Fernandez
660 Warren Lane
Key Biscayne, FL 33149

Allan R. Frank
805 Roscommon Road
Bryn Mawr, PA 19010

Ulysses S. Knotts, III
470 Montwicke Chase
Atlanta, GA 30327

-13-

<PAGE>

Edmund R. Miller
2000 South Bayshore Drive
Unit 40
Coconut Grove, FL 33133

-14-

<PAGE>

IN WITNESS WHEREOF, the undersigned individuals hereby agree to become
parties to this Shareholders Agreement pursuant to Section 7 of said agreement
as of the 1st day of August, 1997.

/s/ Marvin Botnick
--------------------------------------
Marvin Botnick

/s/ Scott N. Smith, Pursuant to Power
of Attorney
--------------------------------------
John Dean

/s/ James L. Grebe
--------------------------------------
James L. Grebe

/s/ Fred R. Herbert
--------------------------------------
Fred R. Herbert

/s/ Robert E. Jordan
--------------------------------------
Robert E. Jordan

/s/ Scott N. Smith, Pursuant to Power
of Attorney
--------------------------------------
John Shlesinger

/s/ Scott N. Smith
--------------------------------------
Scott N. Smith

/s/ Louis B. Todd
--------------------------------------
Louis B. Todd

-15-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Cressey, Rauner Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Tara Ventures,
Ltd. However, the undersigned hereby acknowledges that the undersigned is
neither an Additional Executive nor the holder of Executive Shareholder Shares
as such terms are defined in the Shareholders Agreement. This Agreement shall
act as the "executed counterpart signature page" referred to in Section 7 of the
Shareholders Agreement.

Executed as of October 12, 1997.

/s/ David A. J. Axson
---------------------------------------
[Sign Name]

David A. J. Axson
---------------------------------------
[Print Name]

-16-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of October 12, 1997.

/s/ Elizabeth E. Brumbaugh
---------------------------------------
[Sign Name]

Elizabeth E. Brumbaugh
---------------------------------------
[Print Name]

-17-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of October 12, 1997.

/s/ Christine Ann Gattenio
---------------------------------------
[Sign Name]

Christine Ann Gattenio
---------------------------------------
[Print Name]

-18-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of October 12, 1997.

/s/ Mark Alan Krueger
---------------------------------------
[Sign Name]

Mark Alan Krueger
---------------------------------------
[Print Name]

-19-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of October 12, 1997.

/s/ Neil A. Lazar
---------------------------------------
[Sign Name]

Neil A. Lazar
---------------------------------------
[Print Name]

-20-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of October 11, 1997.

/s/ Jeffrey Scott Rosengard
---------------------------------------
[Sign Name]

Jeffrey Scott Rosengard
---------------------------------------
[Print Name]

-21-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

In connection with the entering into of an employment agreement with
ANSWERTHINK CONSULTING GROUP, INC., a Florida corporation ("AnswerThink"), the
undersigned hereby agrees to become party to and to succeed to all of the rights
and obligations of a "Shareholder" under that certain Shareholders Agreement
dated April 23, 1997 among AnswerThink, Golder, Thoma, Cressey, Rauner Fund V,
L.P., MG Capital Partners, II, L.P., Gator Associates, Ltd. and Tara Ventures,
Ltd. The undersigned is deemed an Additional Executive and a holder of Executive
Shareholder Shares as such terms are defined in the Shareholders Agreement. This
Agreement shall act as the "executed counterpart signature page" referred to in
Section 7 of the Shareholders Agreement.

Executed as of October 13th, 1997.

/s/ Gregory P. Hackett
---------------------------------------
Gregory P. Hackett

-22-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Robin M. Potter
---------------------------------------
Robin M. Potter

-23-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Beth E. Stanley
---------------------------------------
Beth E. Stanley

-24-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Kevin J. Barnes
---------------------------------------
[Sign Name]

Kevin J. Barnes
---------------------------------------
[Print Name]

-25-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Robert L. Brown
---------------------------------------
[Sign Name]

Robert L. Brown
---------------------------------------
[Print Name]

-26-
<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Barbara Dockrill
---------------------------------------
[Sign Name]

Barbara Dockrill
---------------------------------------
[Print Name]

-27-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Robert T. Gursky
---------------------------------------
[Sign Name]

Robert T. Gursky
---------------------------------------
[Print Name]

-28-
<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ Jeffrey S. Malkin
---------------------------------------
[Sign Name]

Jeffrey S. Malkin
---------------------------------------
[Print Name]

-29-

<PAGE>

AGREEMENT
TO BECOME PARTY
TO
SHAREHOLDERS AGREEMENT

Executed as of November 12, 1997.

/s/ George Redfern
---------------------------------------
[Sign Name]

George Redfern
---------------------------------------
[Print Name]

-30-

<PAGE>

Exhibit 9.2

AMENDMENT NO. 1
TO
SHAREHOLDERS AGREEMENT

THIS AMENDMENT entered into this 24 day of February, 1998, to the
SHAREHOLDERS AGREEMENT (the "Agreement"), dated as of the 23rd day of April,
1997 by and among AnswerThink Consulting Group, Inc., a Florida corporation (the
"Company"), and the shareholders of the Company from time to time a party
hereto, initially including, Golder, Thoma, Cressey, Rauner Fund V, L.P., a
Delaware limited partnership ("GTCRV"), MG Capital Partners II, L.P., a Delaware
Limited partnership ("MG"), Gator Associates, Ltd., a Florida limited
partnership ("Gator"), and Tara Ventures, Ltd., a British Virgin Islands
corporation ("Tara") and each of the individuals listed on the signature page
therein under the heading, "Executives."

Pursuant to the Agreement, the Executives and other employees of the
Company had the right to receive 400,000 shares of Class A Preferred Stock.
Management of the Company has agreed to assign 200,000 shares of the Class A
Preferred Stock to Golder, Thoma, Cressey, Rauner Fund V, L.P., GTCR Associates
V, Miller Capital Management, Inc. and each investor in Gator and Tara who
elects to exercise his/her/its preemptive rights.

WITNESSETH
----------

WHEREAS, the Parties desire to amend the Agreement as hereinafter set
forth;

NOW, THEREFORE, the Parties hereby agree as follows:

1. SECTION 19 of the Agreement shall be deleted in its entirety and
new Section 19 shall be substituted therefore as follows:

Additional Class A Preferred. The Company may sell up to an
----------------------------
aggregate of (i) 200,000 shares of Class A Preferred to the Executives and other
employees of the Company (including shares of Class A Preferred to be purchased
under Senior Management Agreements), as determined by the President and (ii) an
aggregate of 100,000 shares of Class A Preferred to GTCRV, GTCR Associates V and
MG and (iii) an aggregate of 100,000 shares of Class A Preferred to Miller
Capital Management, Inc. and each investor in Gator and Tara who elects to
exercise his/her/its preemptive rights. Each of the parties hereby waives any
and all rights that may arise in connection with such issuance.

2. Except as expressly amended thereby, the Agreement remains in
full force and effect.

3. This Amendment shall become effective as of the date hereof in
accordance with Section 9 of the Agreement.

# # #

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
-------------------------------------
Name:
Title:

GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.

By: GTCR V, L.P.
Its: General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: [SIGNATURE APPEARS HERE]
-------------------------------------
a Principal

GTCR ASSOCIATES V

By: Goulder, Thoma, Cressey, Rauner, Inc.
Its: Managing General Partner

By: [SIGNATURE APPEARS HERE]
-------------------------------------
a Principal

MG CAPITAL PARTNERS, II, L.P.

By: [SIGNATURE APPEARS HERE]
-------------------------------------
Its:
------------------------------------

<PAGE>

EXECUTIVES

/s/ Ted A. Fernandez
---------------------------------
Ted A. Fernandez

/s/ Allan R. Frank
---------------------------------
Allan R. Frank

/s/ Ulysses S. Knotts, III
---------------------------------
Ulysses S. Knotts, III

/s/ Edmund R. Miller
---------------------------------
Edmund R. Miller

<PAGE>

/s/ Edmund R. Miller
--------------------------------
Edmund R. Miller, pursuant to
Waiver of Preemptive Rights,
Authorization and
Acknowledgement dated February
24, 1998 for the following
shareholders:

George E. Miller, Southeast Investments, L.P., Southeast Investments
International Ltd., Carmen Howell, Steve Eber, Bank Morgan Stanley AG, AB
Hannells Industrier, BFC Holdings, Inc., Lighthouse Partners USA, L.P., Family
Trust of Nathan A. Low, Erinch R. Ozada, A. Markman Peters, Jenny R. Peters,
Pippa J. Ellis, Joseph Salvani, Theodore Gelman, Alain Oihayon, Robert I.
Rafford, Jr., Priscilla Cooney, James Askew, Pamela Askew, Rock Creek Partners,
L.P., Atlantic Balanced Fund, Holtermann Corporation, Fernando Montero, Cecelia
Montero, George G. Guthrie, Alex Fernandez, Berta T. Fernandez, Aurelio E.
Fernandez, Mercedes San Miguel, Luis San Miguel, Leonardo F. Brito, Juan Carlos
Campuzano, Mayra R. Campuzano, Brian Pfeifler, Southhampton, Ltd., Mark Drier,
and Pharos Fund Limited, Delaware Charter Guarantee & Trust Co. TTEE FBO S.
Daniel Ponce, Alan Penn, Roberta Penn, Bernard Frank, Muriel I. Frank, Theodore
Gelman, Rev. Trust, Theodore D. Gelman, Ellen Gelman, TTEES, UDA 8/5/93, Ana
Azcuy, Bonni Harris Custodian for Jason Ross Harris UGTMA/FL, Bonni Harris,
Custodian for Nikki Lee Harris UGTMA/FL, Bonni Gelman Harris, Mila Ann Gelman,
Karen Gelman, Duff Gelman, Custodian for Devra Leya Gelman, UGTMA/FL, Duff
Gelman, Custodian for Ellen Behla Gelman, UGTMA/FL, Duff Gelman, Custodian for
Jude Gelman, UGTMA/FL, Duff Adam Gelman, Mila Gelman-Johnson, Custodian for
Spencer Gelman Johnson UTGMA/CA, Donnell S. Guthrie, George Gordon Guthrie, Jr.,
Christina Donnel Guthrie, Elizabeth Stanton Guthrie, James D. Askew, Custodian
for Amanda F. Askew, UALUGTMA, Marisa E. Askew

<PAGE>

EXHIBIT 9.4

FORM OF RESTRICTED SECURITIES AGREEMENT
---------------------------------------

THIS AGREEMENT is made as of April 23, 1997, among Golder, Thoma,
Cressey, Rauner Fund V, L.P., a Delaware limited partnership ("GTCR V"), Gator
Associates, Ltd., a Florida limited partnership ("GATOR"), MG Capital Partners
II, L.P. ("MG"), a Delaware limited partnership, and Tara Ventures, Ltd., a
British Virgin Islands corporation ("TARA" and together with Gator, the "MILLER
GROUP") and the individual listed on the signature page hereof under the heading
"Executive".

In order to induce the Investors to enter that certain Purchase
Agreement among AnswerThink Consulting Group, Inc., a Florida corporation (the
"COMPANY"), GTCR V, MG, Gator and Tara dated as of the date hereof (as amended
from time to time, the "PURCHASE AGREEMENT") and the agreements contemplated
thereby, Executive and the Investors desire to enter into an agreement pursuant
to which, subject to the terms and conditions contained herein, the Investors
will acquire from the Executive up to [NUMBER OF SHARES APPEARS HERE] shares of
Common Stock, par value $.01 per share (the "COMMON STOCK") of the Company.
Certain definitions are set forth in Section 4 of this Agreement.

The parties hereto, intending to be legally bound, hereby agree as
follows:

1. VESTING OF RESTRICTED SHARES. Restricted Shares will become
----------------------------
vested upon a Sale of the Company or following a Public Offering in accordance
with this Section 1.

(a) If a Sale of the Company occurs on or prior to the sixth
anniversary of the date of this Agreement, then a number of Restricted Shares
will become vested (whether then held by Executive or an Investor) immediately
prior to such Sale of the Company in accordance with the following schedule
based on (i) the date of such Sale of the Company and (ii) the Target Multiple
after giving effect to such Sale of the Company and assuming that the Investors
own no Restricted Shares or Other Restricted Shares:

<TABLE>
<CAPTION>
DATE OF A SALE TARGET MULTIPLE VESTED UNVESTED
OF THE COMPANY ACHIEVED SHARES SHARES
-------------- -------- ------ ------
<S> <C> <C> <C>
On or prior to the Second 10 or greater 300,000 0
Anniversary of this 6 2/3 but less than 10 200,000 100,000
Agreement 3 1/3 but less than 6 2/3 100,000 200,000
less than 3/13 0 300,000

Between the Second and Fourth 10 or greater 300,000 0
Anniversary of this 6 2/3 but less than 10 200,000 100,000
Agreement less than 6 2/3 0 300,000

Between the Fourth and Sixth
Anniversary of this 10 or greater 300,000 0
Agreement less than 10 0 300,000
</TABLE>
<PAGE>

(b) Following a Public Offering, all of the Restricted Shares will
vest on the first date (the "VESTING DATE") that the average of the Trading
Prices of a share of the Common Stock on each of the 30 consecutive trading days
immediately preceding such date exceeds the Target Price.

(c) Restricted Shares which have become vested pursuant to subsection
(a) or (b) above on or prior to the earlier of (i) immediately prior to a Sale
of the Company or (ii) the sixth anniversary of the date of this Agreement (such
earlier date being hereinafter referred to as the "DETERMINATION DATE") are
referred to herein as "VESTED SHARES," and all other Restricted Shares are
referred to herein as "Unvested Shares."

2. TRANSFER OF RESTRICTED SHARES.
-----------------------------

(a) On the earlier of (i) the date that Executive ceases to be
employed by any of the Company and its Subsidiaries for any reason (the
"TERMINATION") or (ii) the Determination Date, Executive shall be deemed to have
transferred to the Investors for no consideration all Restricted Shares that are
then Unvested Shares and the Investors shall be deemed to have accepted such
transfer and good and marketable title in such shares shall become vested in the
Investors. Such Unvested Shares shall be allocated among the Investors pro rata
based upon the number of shares of Underlying Common Stock then owned by each
such Investor.

(b) If Termination occurs prior to both the Determination Date and
the Vesting Date, then (i) on the Determination Date (if earlier than the
Vesting Date), each Investor shall be deemed to have contributed to the Company
all of the Vested Shares, if any, then held by such Investor and (ii) on the
Vesting Date (if earlier than the Determination Date), each Investor shall be
deemed to have contributed to the Company all Restricted Shares held by it as of
immediately after the Vesting Date. For purposes of clause (i), Restricted
Shares Transferred to the Investors upon the Termination shall vest in the hands
of the Investors pro rata based on the number of Restricted Shares Transferred
to each Investor upon the Termination pursuant to Section 2(a).

3. RESTRICTIONS. Executive may not Transfer any interest in any
------------
Restricted Shares except in accordance with the Senior Management Agreement. If
the Investors receive Restricted Shares which they may be obligated to
contribute to the Company in accordance with Section 2(b), no Investor shall
Transfer any Restricted Shares so long as such Investor may be obligated to so
contribute Restricted Shares.

4. DEFINITIONS.
-----------

"AFFILIATE" of any Investor means any direct or indirect general or
limited partner of such Investor, or any employee or owner thereof, or any other
person, entity or investment fund controlling, controlled by or under common
control with such Investor, and will include, without limitation, with respect
to GTCR V, Golder, Thoma, Cressey, Rauner, Inc. and its owners and employees.

-2-
<PAGE>

"CASH INFLOWS" means, on any date, the sum of all cash, cash
equivalents, promissory obligations and the fair market value of other property
made by the Investors from and after the date of this Agreement with respect to
or in exchange for Investor Stock on or prior to such date.

"CASH OUTFLOWS" means, on any date, the sum of all cash payments and
the fair market value of all other distributions made by the Company from and
after the date of this Agreement with respect to or in exchange for Investor
Stock on or prior to such date, and, including, in the case of a Sale of the
Company expected to occur within five business days after such date, all cash
payments to be received by the Investors with respect to or in exchange for
Investor Stock after giving effect to the consummation of a Sale of the Company;
provided that in the event that property is distributed subject to contingencies
or restrictions that might affect its fair market value (e.g., non-publicly
traded stock, publicly traded stock subject to restrictions or limitations or a
right to receive future consideration pursuant to an earn out), such
distribution shall not be considered a "CASH OUTFLOW". (and the fair market
value of such distribution shall not be determined) until such distributed
property is first sold by an Investor (i) in an underwritten public offering of
securities or (ii) to any person (other than the Company) who is not an
Affiliate of any Investor or the Company. Notwithstanding the foregoing, the
following shall not be considered a distribution: (a) any redemption or
repurchase by the Company of any securities pursuant to an employment agreement,
(b) any recapitalization or exchange of securities of the Company and (c) any
subdivision (by stock split or otherwise) or any combination (by reverse stock
split or otherwise) of any outstanding stock.

"INVESTORS" mean GTCR V, the Miller Group, MG and each of their
successors, and to the extent permitted to be a subsequent holder of Convertible
Preferred pursuant to the Purchase Agreement, assigns.

"INVESTOR STOCK" shall have the meaning set forth in the Purchase
Agreement.

"OTHER RESTRICTED SHARES" means any shares of Common Stock (as
appropriately adjusted to reflect stock splits, stock dividends, combinations of
shares and other recapitalizations) subject to a Restricted Securities Agreement
substantially similar to this Agreement.

"PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of shares of the Company's Common Stock
approved by the board of directors of the Company.

"RESTRICTED SHARES" means 300,000 of the 700,000 shares of Common
Stock acquired by Executive under the Senior Management Agreement, as
appropriately adjusted to reflect stock splits, stock dividends, combinations of
shares and other recapitalizations.

-3-
<PAGE>

"SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to which any person(s) or entity(ies) other than an Investor and its
Affiliates in the aggregate acquire(s) (i) capital stock of the Company
possessing the voting power (other than voting rights accruing only in the event
of a default, breach or event of noncompliance) to elect a majority of the
Company's board of directors (whether by merger, consolidation, reorganization,
combination, sale or transfer of the Company's capital stock, shareholder or
voting agreement, proxy, power of attorney or otherwise) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis;
provided that the term "Sale of the Company" shall not include any sale of
equity or debt securities by the Company in a private or public offering to
other investors selected by GTCR V.

"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.

"SENIOR MANAGEMENT AGREEMENT" means the Senior Management Agreement
dated as of the date hereof between the Executive and the Company, as amended
from time to time.

"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement dated as of
the date hereof among the Executive, the Investors, certain other individuals
and the Company, as amended from time to time.

"SUBSIDIARY" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.

"TARGET MULTIPLE" means Cash Outflows divided by Cash Inflows.

"TARGET PRICE" means S30.00 per share of Common Stock (as
proportionately adjusted for all subsequent stock splits, stock dividends and
other recapitalizations).

"TRADING PRICE" of a share of Common Stock means, on any trading day,
the closing sale price on the principal securities exchange on which shares of
Common Stock are then listed, or, if there have been no sales on such exchange
on such day, the average of the highest bid and lowest asked prices on such
exchange at the end of such day, or, if on any such day Common Stock is not so
listed, the average of the representative bid and asked prices listed in the
NASDAQ System as of 4:00 P.M., New York time.

"TRANSFER" means to sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).

"UNDERLYING COMMON STOCK" means, at any time, the sum of (i) the
number of shares Common Stock of the Company outstanding as of such time plus
(ii) the

-4-
<PAGE>

number of shares of Common Stock of the Company issuable upon the exercise or
conversion of the Convertible Preferred (as defined in the Purchase Agreement)
at such time.

5. LEGEND. The certificates representing the Restricted Shares will bear
------
a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET
FORTH IN A RESTRICTED SECURITIES AGREEMENT AMONG GOLDER,
THOMA, CRESSEY, RAUNER FUND V, L.P., GATOR ASSOCIATES, LTD.,
MG CAPITAL PARTNERS II, L.P., TARA VENTURES, LTD., AND AN
EXECUTIVE OF THE COMPANY DATED AS OF APRIL 23, 1997. A COPY
OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT
THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

The Company will remove such legend from any Restricted Shares that are no
longer subject to Transfer or contribution pursuant to Section 2.

6. FURTHER ASSURANCES. The parties to this Agreement shall execute and
------------------
deliver such further instruments of conveyance and transfer, and take such
additional action, as the parties may at any time reasonably request in order to
effectuate? consummate, confirm or evidence the provisions of this Agreement.

7. STOCK POWER. In order to secure Executive's obligations hereunder, on
-----------
the date hereof, Executive shall execute and deliver to the Company a stock
power, endorsed in blank, relating to the certificates evidencing shares of
Restricted Shares. All such certificates and related stock powers shall be held
by the Company in trust, and the Company shall deliver them to the parties as
contemplated by the provisions contained in this Agreement.

8. NOTICES. All notices, demands or other communications to be given or
-------
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Investor and to each Executive at the
addresses indicated on the Schedule of Holders attached to the Shareholders
Agreement and to the Company at the address of its corporate headquarters or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.

-5-
<PAGE>

9. GENERAL PROVISIONS.
------------------

(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
-----------------------------------
Transfer of any Restricted Shares in violation of any provision of this
Agreement shall be void, and the Company shall not record such Transfer on its
books or treat any purported transferee of such Restricted Shares as the owner
of such stock for any purpose.

(b) SEVERABILITY. Whenever possible, each provision of this
------------
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

(c) COMPLETE AGREEMENT. This Agreement, those documents expressly
------------------
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

(d) COUNTERPARTS. This Agreement may be executed in separate
------------
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
----------------------
this Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, the Investors and their respective successors and
permitted assigns; provided that the rights and obligations of Executive under
this Agreement shall not be assignable.

(f) CHOICE OF LAW. The corporate law of the State of Florida will
-------------
govern all questions concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity and
interpretation of this Agreement hereto will be governed by and construed in
accordance with the internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule that would
cause the application of the laws of any jurisdiction other than the State of
Illinois.

(g) REMEDIES. Each of the parties to this Agreement (including the
--------
Investors) will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or deposit)
for specific performance and/or other injunctive relief in order to enforce or
prevent any violations of any of the provisions of this Agreement.

-6-
<PAGE>

(H) AMENDMENT AND WAIVER. The provisions of this Agreement may be
--------------------
amended and waived only with the prior written consent of each of the Investors
and the Executive.

(I) ADJUSTMENTS OF NUMBERS. All numbers set forth herein which
----------------------
refer to share prices or number of shares will be appropriately adjusted to
reflect stock splits, stock dividends, combinations of shares and other
recapitalizations affecting the subject class of stock.

-7-
<PAGE>

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

GATOR ASSOCIATES, LTD.

By: /s/ Edmund R. Miller
-------------------------------

Its:
------------------------------

TARA VENTURES, LTD.

By: /s/ Edmund R. Miller
-------------------------------

Its:
------------------------------

GOLDER, THOMA, CRESSEY, RAUNER
FUND V, L.P.

By: GTCR V, L.P.
Its: General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: /s/ Bruce Rauner
-------------------------------
Its: Principal

EXECUTIVE

[SIGNATURE APPEARS HERE]
----------------------------------
[NAME APPEARS HERE]

-8-
<PAGE>

ADDITIONAL INVESTORS

MG CAPITAL PARTNERS II, L.P.

By: MG Capital Corp.
-------------------------------
Its: General Partner
------------------------------

By: [SIGNATURE APPEARS HERE]
-------------------------------
Its: Managing Directors
------------------------------

-9-

<PAGE>

CONSENT AND ACKNOWLEDGMENT

The undersigned agrees to and acknowledges the form of the Restricted
Securities Agreement attached hereto and agrees to and acknowledges the
transactions referenced in such Restricted Securities Agreement and its
obligation thereunder.

Dated: April 25, 1997 ANSWERTHINK CONSULTING GROUP,
INC.

By: /s/ Ted A. Fernandez
---------------------------------
Its: CEO
--------------------------------

-10-

<PAGE>

Exhibit A to
Restricted Securities Agreement
-------------------------------

SCHEDULE OF SHARES

No. of
------
Name Shares
- - ---- ------
Ted A. Fernandez 300,000
Allan R. Frank 300,000
Olysses S. Knotts, III 300,000
Edmund R. Miller 150,000

-11-

<PAGE>

EXHIBIT 10.12

FORM OF SENIOR MANAGEMENT AGREEMENT
-----------------------------------

THIS AGREEMENT is made as of April 23, 1997, between AnswerThink
Consulting Group, Inc., a Florida corporation (the "Company"), and [NAME APPEARS
HERE] ("Executive").

The Company and Executive desire to enter into an agreement pursuant
to which Executive will purchase, and the Company will sell, 700,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), and,
if Executive so elects pursuant to the terms of this Agreement, up to 50,000
shares of the Company's Class A Convertible Preferred Stock, par value $.01 per
share (the "Convertible Preferred"). All such shares of Convertible Preferred
and Common Stock and all shares of Convertible Preferred and Common Stock
hereafter acquired by Executive are referred to herein as "Executive Stock."
Certain definitions are set forth in Section 10 of this Agreement.

The execution and delivery of this Agreement by the Company and
Executive is a condition to the purchase of shares of Convertible Preferred by
each of Golder, Thoma, Cressey, Rauner Fund V, L.P. ("GTCR V"), MG Capital
Partners II, L.P. ("MG"), Gator Associates, Ltd. ("Gator"), and Tara Ventures,
Ltd. ("Tara" and, collectively with Gator, the "Miller Group") pursuant to a
purchase agreement between the Company, GTCR V, MG, and the Miller Group dated
as of the date hereof (as amended from time to time, the "Purchase Agreement").
Certain provisions of this Agreement are intended for the benefit of, and will
be enforceable by the Investors and the Other Executives.

The parties hereto agree as follows:

PROVISIONS RELATING TO EXECUTIVE STOCK

1. Purchase and Sale of Executive Stock.
------------------------------------

(a) Upon execution of this Agreement, Executive will purchase, and the
Company will sell, 700,000 shares of Common Stock at a price of $0.01 per share.
The Company will deliver to Executive the certificates representing such
Executive Stock, and Executive will deliver to the Company a cashier's or
certified check or wire transfer of funds in the aggregate amount of $7,000.

(b) During the period from the date of this Agreement through and
including the six-month anniversary of the date of this Agreement (or such later
date approved in writing by the Board), Executive may, upon not less than three
business days notice to the Board, purchase, and the Company will sell, up to
50,000 shares (or such other numbers as contemplated by Section 19 of the
Shareholders Agreement) of convertible Preferred at a price of $3.00 per share.
The Company will deliver to Executive the certificates representing such shares
of Convertible Preferred purchased by Executive, and Executive will deliver to
the Company a cashier's or certified check or wire transfer of funds in the
aggregate amount equal to the number of shares of Convertible Preferred being
purchased multiplied by $3.00.

(c) Within 30 days after Executive purchases Common Stock pursuant to
Section 1(a) from the Company, Executive will make an effective election with
the Internal Revenue Service under Section 83(b) of the Internal Revenue Code
and the regulations promulgated thereunder in the form of Annex A attached
hereto.

(d) In connection with the purchase and sale of the Executive Stock
hereunder, Executive represents and warrants to the Company that:
<PAGE>

(i) The Executive Stock to be acquired by Executive pursuant
to this Agreement will be acquired for Executive's own account and not
with a view to, or intention of, distribution thereof in violation of
the Securities Act, or any applicable state securities laws, and the
Executive Stock will not be disposed of in contravention of the
Securities Act or any applicable state securities laws.

(ii) Executive is an "accredited investor" and a sophisticated
investor for purposes of applicable foreign and U.S. federal and state
securities laws and regulations and is able to evaluate the risks and
benefits of the investment in the Executive Stock.

(iii) Executive is able to bear the economic risk of his
investment in the Executive Stock for an indefinite period of time
because the Executive Stock has not been registered under the
Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such
registration is available.

(iv) Executive has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Executive Stock and has had full access to such other information
concerning the Company as he has requested.

(v) This Agreement and each of the other agreements
contemplated hereby and by the Purchase Agreement constitutes the
legal, valid and binding obligation of Executive, enforceable in
accordance with its terms and Executive's employment by the Company,
and the execution, delivery and performance of this Agreement and such
other agreements by Executive does not and, to the knowledge of
Executive, will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which Executive is a party
(including, but not limited to, any agreement referred to in clause
(vi) below) or any judgment, order or decree to which Executive is
subject and Executive further represents and warrants that Executive
believes that Executive is not now in breach of any such agreement,
contract or instrument to which Executive is a party.

(vi) Except for agreements which are the subject of the
litigation with KPMG Peat Marwick as disclosed on Schedule 5G to the
-----------
Purchase Agreement, Executive is not a party to or bound by any other
employment agreement, noncompete agreement or confidentiality
agreement.

(vii) Executive is a resident of the State of Florida.

(e) As an inducement to the Company to issue the Executive Stock to
Executive, and as a condition thereto, Executive acknowledges and agrees that
(i) neither the issuance of the Executive Stock to Executive nor any provision
contained herein shall entitle Executive to remain in the employment of the
Company and its Subsidiaries or affect the right of the Company to terminate
Executive's employment as contemplated by this Agreement at any time for any
reason and (ii) he will take (or omit to take) all such actions as are necessary
so that the representation and warranty made by Executive and contained in
Section 1(d)(v) remain true and correct at all times as if such representation
and warranty were remade by Executive on each date following the date of this
Agreement.

-2-
<PAGE>

2. Vesting of Certain Executive Stock.
----------------------------------

(a) Except as otherwise provided in Section 2(b) below, 400,000
shares of Common Stock purchased under Section 1(a) (the "Time Vesting Common
Stock") will become vested in accordance with the following schedule, if as of
each such date Executive is still employed by the Company or any of its
Subsidiaries:

<TABLE>
<CAPTION>
Cumulative Percentage of
Date Time Vesting Common Stock to be Vested
---- --------------------------------------
<S> <C>
2nd Anniversary of the date of this 50%
Agreement
3rd Anniversary of the date of this 75%
Agreement
4th Anniversary of the date of this 100%
Agreement
</TABLE>

All shares of Convertible Preferred purchased hereunder will vest immediately
upon such purchase, and all of the shares of Common Stock acquired upon
conversion of Convertible Preferred shall vest immediately upon receipt.
Restricted Shares shall vest as set forth in the Restricted Securities
Agreement.

(b) If (but only if) Executive's employment is terminated by the
Company without Cause, the aggregate number of shares of Time Vesting Common
Stock that shall be deemed vested shall equal (i) the number of shares which
have vested pursuant to Section 2(a) as of the date of such termination, which
shall in no event be less than 200,000, plus (ii) 50% of the excess of (x)
400,000 over (y) the number of shares included in clause (i) above. Immediately
prior to the occurrence of a Sale of the Company, if as of such time Executive
is still employed by the Company or any of its Subsidiaries, all shares of Time
Vesting Common Stock which have not yet become vested shall become vested at the
time of such event.

(c) Shares of Non-Restricted Executive Stock which have become vested
pursuant to subsections (a) or (b) above are referred to herein as "Vested
Shares," and all other shares of Non-Restricted Executive Stock are referred to
herein as "Unvested Shares." In addition, Restricted Shares which have become
vested pursuant to the Restricted Securities Agreement are referred to herein as
"Vested Restricted Shares."

3. Repurchase Option.
-----------------

(a) In the event that Executive ceases to be employed by any of the
Company and its Subsidiaries for any reason (the "Termination"), the Non-
Restricted Executive Stock (whether held by Executive or one or more of
Executive's transferees) and the Vested Restricted Shares will be subject to
repurchase by the Company, the Investors and the Other Executives pursuant to
the terms and conditions set forth in this Section 3 (the "Repurchase Option").
Any shares subject to repurchase pursuant to the Repurchase Option under this
Agreement are referred to herein as "Subject Shares."

(b) In the event of Termination, (i) the purchase price for each
Unvested Share of Common Stock will be Executive's Original Cost for such share,
(ii) the purchase price for each Vested Share of Common Stock and for each
Vested Restricted Share will be the Fair Market Value

-3-
<PAGE>

for such share and (iii) the purchase price for each share of Convertible
Preferred will be the Liquidation Value of such share (as defined in the
Company's Articles of Incorporation).

(c) The Board may elect to purchase all or any portion of any class of
the Subject Shares (including all or any portion of the Unvested Shares and
Vested Shares of such class) by delivering written notice (the "Repurchase
Notice") to the holder or holders of the Executive Stock within 90 days after
the Termination. The Repurchase Notice will set forth the number of Subject
Shares (including Unvested Shares and Vested Shares) of each class to be
acquired from each holder, the aggregate consideration to be paid for such
shares and the proposed time and place for the closing of the transaction. The
number of shares to be repurchased by the Company shall first be satisfied to
the extent possible from the shares held by Executive at the time of delivery of
the Repurchase Notice. If the number of shares of any class then held by
Executive is less than the total number of shares of such class which the
Company elects and is entitled to purchase pursuant to the Repurchase Option,
the Company shall purchase the remaining shares of such class elected to be
purchased from the other holder(s), pro rata according to the number of shares
of such class held by such other holder(s) at the time of delivery of such
Repurchase Notice (determined as nearly as practicable to the nearest share).
The number of Unvested Shares and Vested Shares of each class to be repurchased
hereunder will be allocated among Executive and the other holders of Non-
Restricted Executive Stock (if any) pro rata according to the number of shares
of Non-Restricted Executive Stock to be purchased from such person.

(d) If for any reason the Company does not elect to purchase all of
the Subject Shares pursuant to the Repurchase Option, each of the Investors and
the Other Executives shall be entitled to exercise the Repurchase Option for the
Subject Shares the Company has not elected to purchase (the "Available Shares").
As soon as practicable after the Company has determined that there will be
Available Shares, but in any event within 120 days after the Termination, the
Company shall give written notice (the "Option Notice") to the Investors and the
Other Executives setting forth the number of Available Shares and the purchase
price for the Available Shares. Each Investor and each Other Executive may
elect to purchase any or all of the Available Shares by giving written notice to
the Company within one month after the Option Notice has been given by the
Company. As soon as practicable, and in any event within ten days after the
expiration of the one-month period set forth above, the Company shall notify
each holder of Subject Shares as to the number of shares being purchased from
such holder by the Investors and the Other Executives (the "Supplemental
Repurchase Notice"). At the time the Company delivers the Supplemental
Repurchase Notice to such holder(s), the Company shall also deliver written
notice to the Investors and the Other Executives setting forth the number of
shares each such Person is entitled to purchase, the aggregate purchase price
and the time and place of the closing of the transaction. If the Investors and
Other Executives elect to purchase an aggregate number of any class or type
(i.e., vested or unvested) of Subject Shares greater than the number of such
class or type of Subject Shares which such Persons are entitled to purchase
pursuant to the Repurchase Option, such class or type shall be allocated among
the Investors and Other Executives pro rata based upon the number of shares of
Underlying Common Stock owned by each such Person (but in no event shall the pro
rata share of any such Person result in such Person acquiring a number of
Subject Shares of any class or type in excess of the number of such class or
type requested to be purchased by such Person). If the number of shares of any
class then held by Executive is less than the total number of shares of such
class which the Investors and the Other Executives have elected and are entitled
to purchase pursuant to the Repurchase Option, such Persons shall purchase the
remaining shares elected to be purchased from the other holder(s) of Non-
Restricted Executive Stock under this Agreement, pro rata according to the
number of shares of Non-Restricted Executive Stock of such class held by such
other holder(s) at the time of delivery of such Repurchase Notice (determined as
nearly as practicable to the nearest share).

-4-
<PAGE>

(e) The closing of the purchase of Subject Shares pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice or Supplemental Repurchase Notice, which date shall not be
more than one month nor less than five days after the delivery of the last such
notice. The Company will pay for the Subject Shares to be purchased by it
pursuant to the Repurchase Option by first offsetting amounts outstanding under
any bona fide debts owed by Executive to the Company; upon full repayment of
such bona fide debts, the Company will make payment by, subject to Subsection
(f) below, a check or wire transfer of funds. Each Investor and Other Executive
will pay for Subject Shares to be purchased pursuant to the Repurchase Option by
check or wire transfer of funds. Each purchaser of Subject Shares pursuant to
the Repurchase Option will be entitled to receive customary representations and
warranties from the sellers regarding such sale and to require all sellers'
signatures be guaranteed.

(f) Notwithstanding anything to the contrary contained in this
Agreement, all repurchases of Subject Shares by the Company shall be subject to
applicable restrictions contained in the Florida Business Corporation Act and in
the Company's and its Subsidiaries' debt and equity financing agreements. If
any such restrictions prohibit the repurchase of Subject Shares hereunder which
the Company is otherwise entitled or required to make, the Company may make such
repurchases as soon as it is permitted to do so under such restrictions.

4. Restrictions on Transfer of Executive Stock.
-------------------------------------------

(a) Retention of Non-Restricted Executive Stock. Until the fourth
-------------------------------------------
anniversary of the date of this Agreement, Executive shall not sell, transfer,
assign, pledge or otherwise dispose of any interest in any shares of Executive
Stock, except for Exempt Transfers (as defined in Section 4(b) below).

(b) Transfer of Executive Stock. Subject to Section 4(a) above,
---------------------------
Executive shall not Transfer any interest in any shares of Executive Stock,
except pursuant to (i) the provisions of Section 3 hereof, a Public Sale, a Sale
of the Company or the provisions of the Restricted Securities Agreement ("Exempt
Transfers") or (ii) the provisions of this Section 4; provided that in no event
shall any Transfer of Executive Stock pursuant to this clause (ii) be made for
any consideration other than cash payable upon consummation of such Transfer;
and provided further that Unvested Shares may only be Transferred pursuant to
the provisions of Section 3 hereof; and provided further that Restricted Shares
that remain unvested under the Restricted Securities Agreement may only be
Transferred pursuant to the Restricted Securities Agreement. Executive will not
consummate any Transfer permitted by clause (ii) of the preceding sentence until
60 days after the Sale Notice has been given to the Company, the Investors and
the Other Executives, unless the parties to the Transfer have been finally
determined pursuant to this Section 4 prior to the expiration of such 60-day
period. (The date of the first to occur of such events is referred to herein as
the "Authorization Date".)

(c) First Refusal Rights. The Company may elect to purchase all (but
--------------------
not less than all) of the shares of Executive Stock to be transferred upon the
same terms and conditions as those set forth in the Sale Notice by delivering a
written notice of such election to Executive, the Investors and Other Executives
within 20 days after the Sale Notice has been given to the Company. If the
Company has not elected to purchase all of the Executive Stock to be
transferred, each Investor and each Other Executive may elect to purchase all or
any portion of the Executive Stock to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by giving written notice of
such election to Executive within 40 days after the Sale Notice has been given
to the Investors and each Other Executive. If the Investors and the Other
Executives elect to purchase an aggregate number of any class of Executive Stock
greater than the number of such class of Executive Stock specified in the Sale
Notice, such number of shares of Executive Stock shall be allocated among

-5-
<PAGE>

the Investors pro rata based upon the number of shares of Underlying Common
Stock owned by each such Investor and Other Executive (but in no event shall the
pro rata share of any Investor or Other Executive result in such Investor or
Other Executive acquiring a number of any class of Executive Stock in excess of
the number of such class of Executive Stock requested by such Investor or Other
Executive). If neither the Company nor, in the aggregate, the Investors and the
Other Executives elect to purchase all of the shares of Executive Stock
specified in the Sale Notice, Executive may transfer the shares of Executive
Stock specified in the Sale Notice, subject to the provisions of Section 4(d)
below, at a price and on terms no more favorable to the transferee(s) thereof
than specified in the Sale Notice during the 60-day period immediately following
the Authorization Date. Any shares of Executive Stock not transferred within
such 60-day period will be subject to the provisions of this Section 4(c) upon
subsequent transfer. The Company may pay the purchase price for such shares by
offsetting amounts outstanding under any bona fide debts owed by Executive to
the Company with the balance, if any, subject to Section 3(f) (except "Subject
Shares" shall be deemed to refer to "Executive Shares") by check or wire
transfer of funds.

(d) Participation Rights. If neither the Company nor, in the
--------------------
aggregate, the Investors and Other Executives have elected to purchase all of
the Executive Stock specified in the Sale Notice pursuant to Section 4(c) above,
each Investor and Other Executive may eject to participate in the contemplated
Transfer by delivering written notice to Executive and the Company within 50
days after receipt by such Investor or Other Executive of the Sale Notice. If
any Investor or Other Executive has elected to participate in such sale,
Executive and such Investor or Other Executive will be entitled to sell in the
contemplated sale, at the same price and on the same terms, a number of shares
of the Company's Common Stock equal to the product of (i) the quotient
determined by dividing the percentage of the Company's Underlying Common Stock
held by such Person, by the aggregate percentage of the Company's Underlying
Common Stock owned by Executive (including both Vested and Unvested Shares) and
the Investors and the Other Executives participating in such sale and (ii) the
number of shares of Common Stock to be sold in the contemplated sale. Any
purchaser in a sale subject to this Section 4(d) will be required to purchase
from each Investor and Other Executive electing to participate, at such Person's
election, a portion of the Convertible Preferred held by such Person equal to
the greater of the percentage of (x) such Person's Common Stock being sold in
such transaction and (y) Executive's Convertible Preferred being sold in such
transaction.

For example, if:
--

(i) the Sale Notice contemplated a sale of 100 shares of Common
Stock;

(ii) Executive was at such time the owner of 200 shares of
Underlying Common Stock (which was equal to 20% of the total
Underlying Common Stock); and

(iii) one Investor elected to participate and that Investor
owned 600 shares of Underlying Common Stock (which was equal to 60% of
the total Underlying Common Stock) and 250 shares of Convertible
Preferred;

then
----

(A) Executive would be entitled to sell 25 shares of Common
Stock (20%/80% x 100 shares); and

(B) that Investor would be entitled to sell 75 shares of Common
Stock (60%/80% x 100 shares) and 31.25 shares of Convertible Preferred
(the same

-6-
<PAGE>

percentage of that Investor's Convertible Preferred as the
percentage of that Investor's Common Stock being sold, i.e., 12.5%).

Executive will use his best efforts to obtain the agreement of the prospective
transferee(s) to the participation of each Investor and Other Executive desiring
to participate in the contemplated Transfer and will not transfer any Executive
Stock to the prospective transferee(s) if such transferee(s) refuses to allow
the participation of such Investor and Other Executive.

(e) Certain Permitted Transfers. The restrictions contained in this
---------------------------
Section 4 will not apply with respect to (i) transfers of shares of Executive
Stock pursuant to applicable laws of descent and distribution or (ii) transfer
of shares of Executive Stock among Executive's Family Group; provided that such
restrictions will continue to be applicable to the Executive Stock after any
such transfer and the transferees of such Executive Stock have agreed in writing
to be bound by the provisions of this Agreement. In addition, following the
completion of an underwritten Public Offering, Executive, in his sole
discretion, may pledge any of his Executive Stock (other than Unvested Shares or
Restricted Shares that have not vested under the Restricted Securities
Agreement) as collateral for a loan so long as the pledgee of such stock and the
Executive enter in a pledge agreement in form and substance reasonably
satisfactory to the Board, pursuant to which pledgee, among other things, agrees
that pledgee may only sell such Executive Stock in a Public Sale.

(f) No Transfers of Restricted Shares. Notwithstanding anything
---------------------------------
contained herein to the contrary (including, without limitation, the other
provisions of this Section 4), Executive may not transfer, assign, pledge or
otherwise dispose of any interest in any Unvested Shares (except pursuant to
Section 3 hereof) or any Restricted Shares that remain unvested under the
Restricted Securities Agreement (except pursuant to the Restricted Securities
Agreement).

(g) Termination of Restrictions. The restrictions on the Transfer of
---------------------------
shares of Executive Stock set forth in this Section 4 will continue with respect
to each such share of Executive Stock until the date on which such Executive
Stock has been transferred in a transaction permitted by this Section 4 (except
in a transaction contemplated by Section 4(e)); provided that in any event such
restrictions will terminate on a Sale of the Company.

5. Additional Restrictions on Transfer of Executive Stock.
------------------------------------------------------

(a) Legend. The certificates representing the Executive Stock will
------
bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS
OF APRIL 23, 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"); AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE
COMPANY DATED AS OF APRIL 23, 1997. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE."

-7-
<PAGE>

(b) Opinion of Counsel. No holder of Executive Stock may sell,
------------------
transfer or dispose of any Executive Stock (except pursuant to an effective
registration statement under the Securities Act) without first delivering to the
Company an opinion of counsel (reasonably acceptable in form and substance to
the Company) that neither registration nor qualification under the Securities
Act and applicable state securities laws is required in connection with such
transfer.

6. Limited Preemptive Rights.
-------------------------

(i) Except for the issuance of Common Stock (a) to the Other
Executives pursuant to the Senior Management Agreements, (b) in connection with
acquisitions exempted herefrom by the Company's board of directors, (c) to
employees pursuant to stock option plans, stock ownership plans and other
employment arrangements approved by the Board or (d) pursuant to a public
offering registered under the Securities Act, if the Company at any time after
the Closing authorizes the issuance or sale of any shares of Common Stock or any
securities containing options or rights to acquire any shares of Common Stock
(other than as a dividend on the outstanding Common Stock), the Company shall
first offer to sell to each holder of Executive Stock a portion of such stock or
securities equal to the quotient determined by dividing (1) the number of shares
of Underlying Common Stock held by such holder by (2) the total number of shares
of Underlying Common Stock immediately prior to such issuance. Each holder of
Executive Stock so exercising shall also purchase the same percentage of any
other class of Company securities (whether debt or equity) being sold with the
Common Stock. Each holder of Executive Stock shall be entitled to purchase all
or any portion of such stock or securities at the most favorable price and on
the most favorable terms as such stock or securities are to be offered to any
other Persons.

(ii) In order to exercise its purchase rights hereunder, a holder of
Executive Stock must within 30 days after receipt of written notice from the
Company describing in reasonable detail the stock or securities being offered,
the purchase price thereof, the payment terms and such holder's percentage
allotment, deliver a written notice to the Company describing its election
hereunder. If all of the stock and securities offered to the holders of
Executive Stock are not fully subscribed by such holders, the remaining stock
and securities shall be reoffered by the Company to the holders purchasing their
full allotment upon the terms set forth in this paragraph, except that such
holders must exercise their purchase rights within 15 days after receipt of such
reoffer.

(iii) Upon the expiration of the offering periods described above,
the Company shall be entitled to sell such stock or securities which the holders
of Executive Stock have not elected to purchase during the 90 days following
such expiration on terms and conditions no more favorable to the purchasers
thereof than those offered to such holders. Any stock or securities offered or
sold by the Company after such 90-day period must be reoffered to the holders of
Executive Stock pursuant to the terms of this paragraph.

(iv) Nothing contained in this Section 6 shall be deemed to amend,
modify or limit in any way the restrictions on the issuance of shares of Common
Stock set forth in the Purchase Agreement, in the Shareholders Agreement or in
any other agreement to which the Company is bound.

PROVISIONS RELATING TO EMPLOYMENT

7. Employment. The Company agrees to employ Executive and
----------
Executive accepts such employment for the period beginning as of the date hereof
and ending upon the earlier of three years from the date hereof (or such later
date as agreed by Executive and the Company) and termination pursuant to Section
7(b) hereof (the "Employment Period").

-8-
<PAGE>

(a) Salary, Bonus and Benefits. During the Employment Period, the
--------------------------
Company will pay Executive a base salary (the "Annual Base Salary") as the Board
may designate from time to time, at the rate of not less than $500,000 per
annum. Executive will also be eligible to earn a bonus pursuant to a bonus plan
adopted by the Board for each fiscal year. Executive's Annual Base Salary for
any partial year will be prorated based upon the number of days elapsed in such
year. In addition, during the Employment Period, Executive will be entitled to
such other benefits approved by the Board and made available to the Company's
senior management.

(b) Termination. The Employment Period will continue until
-----------
Executive's resignation, disability (as determined by the Board in its good
faith judgment) or death or until the Board determines in its good faith
judgment that termination of Executive's employment is in the best interests of
the Company. If Executive's employment is terminated by the Company without
Cause, during the one-year period commencing on the date of termination (the
"Initial Period"), the Company shall pay Executive an aggregate amount equal to
Executive's Annual Base Salary, payable in equal installments on the Company's
regular salary payment dates (the "Severance Payments"). In addition, the
Company shall have the option, by delivering written notice to Executive within
90 days after the date of termination, to extend the severance period up to the
second anniversary of the date of termination (the "Extended Period"). During
the Extended Period, the Company will continue to make Severance Payments at
same annual rate to Executive. Notwithstanding the foregoing and without in any
way modifying the provisions of Section 9 hereof, from and after the first date
that Executive becomes employed with another Person, the Company, at its option,
may eliminate or otherwise reduce the amount of Severance Payments otherwise
required to be made pursuant to this Section 7(b).

8. Confidential Information.
------------------------

(a) Executive acknowledges that the information, observations and date
obtained by him concerning the business and affairs of the Company and its
affiliates and its and their predecessors during the course of his performance
of services for, or employment with, any of the foregoing persons (whether or
not compensated for such services) are the property of the Company and its
affiliates, including information concerning acquisition opportunities in or
reasonably related to the Company's business or industry of which Executive
becomes aware during such period, and any Initial Period or Extended Period.
Therefore, Executive agrees that he will not at any time (whether during or
after the Employment Period) disclose to any unauthorized person or, directly or
indirectly, use for his own account, any of such information, observations or
data without the Board's consent, unless and to the extent that the
aforementioned matters become generally known to and available for use by the
public other than as a direct or indirect result of Executive's acts or
omissions to act or the acts or omissions to act of other senior or junior
management employees of the Company or any of its Subsidiaries. Executive
agrees to deliver to the Company at the termination of his employment, or at any
other time the Company may request in writing (whether during or after the
Employment Period), all memoranda, notes, plans, records, reports and other
documents, regardless of the format or media (and copies thereof), relating to
the business of the Company and its affiliates and its and their predecessors
(including, without limitation, all acquisition prospects, lists and contact
information) which he may then possess or have under his control.

(b) Inventions and Patents. Executive acknowledges that all
----------------------
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information(whether or not
patentable) that relate to the Company's or any of its Subsidiaries' actual or
anticipated business, research and development or existing or future products or
services and that are conceived, developed, made or reduced to practice by
Executive while employed by the Company and its Subsidiaries or any of its and
their predecessors ("Work Product") belong to the Company or such Subsidiary and
Executive hereby assigns, and agrees to assign, all of

-9-
<PAGE>

the above to the Company or such Subsidiary. Any copyrightable work prepared in
whole or in part by Executive in the course of his work for any of the foregoing
entities shall be deemed a "work made for hire" under the copyright laws, and
the Company or such Subsidiary shall own all rights therein. To the extent that
any such copyrightable work is not a "work made for hire," Executive hereby
assigns and agrees to assign to Company or such Subsidiary all right, title and
interest, including without limitation, copyright in and to such copyrightable
work. Executive shall promptly disclose such Work Product and copyrightable work
to the Board and perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm the Company's or
its Subsidiary's ownership (including, without limitation, assignments,
consents, powers of attorney and other instruments).

9. Noncompetition and Nonsolicitation.
----------------------------------

(a) Noncompetition. Executive acknowledges that in the course of his
--------------
employment with predecessors of the Company and its affiliates, he has become
familiar with, and during the course of his employment with the Company and its
Subsidiaries he will become familiar with, the Company's and its affiliates'
trade secrets and with other confidential information concerning the Company and
its affiliates and that Executive's services will be of special, unique and
extraordinary value to the Company and its Subsidiaries and that the Company's
ability to accomplish its purposes and to successfully pursue its business plan
and compete in the marketplace depend substantially on the skills and expertise
of Executive. Therefore, and in further consideration of the compensation being
paid to Executive hereunder, and the Vesting Common Stock being issued to
Executive hereunder, Executive agrees that, during the Employment Period and any
Initial Period or Extended Period, so long as Severance Payments are being made
unless Severance Payments are not required to be made pursuant to the last
sentence of Section 7(b) (the "Noncompete Period"), he shall not directly or
indirectly own, manage, control, participate in, consult with, render services
for, or in any manner engage in any business competing with the businesses of
the Company, its Subsidiaries, or any business in which the Company or its
Subsidiaries has commenced negotiations or has requested and received
information relating to the acquisition of such business within eighteen months
prior to the termination of the Executive's employment with the Company, in any
country where the Company, its Subsidiaries, or other aforementioned business
conducts business.

(b) Nonsolicitation. During the two years following Termination,
---------------
Executive shall not directly or indirectly through another entity (i) induce or
attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way willfully interfere with
the relationship between the Company or any Subsidiary and any employee thereof,
(ii) induce or attempt to induce any customer, supplier, licensee or other
business relation of the Company or any Subsidiary to cease doing business with
the Company or such Subsidiary, or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and the
Company or any Subsidiary or (iii) initiate or engage in any discussions
regarding an acquisition of, or Executive's employment (whether as an employee,
an independent contractor or otherwise) by, any businesses in which the Company
or any of its Subsidiaries has entertained discussions or has requested and
received information relating to the acquisition of such business by the Company
or its Subsidiaries upon or within the 18 month period prior to the termination
of the Executive's employment with the Company.

(c) Enforcement. If, at the time of enforcement of Section 8 or 9 of
-----------
this Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum duration, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that
the court shall be allowed to revise the restrictions contained herein to cover
the maximum

-10-
<PAGE>

duration, scope and area permitted by law. Because Executive's services are
unique and because Executive has access to confidential information, the parties
hereto agree that money damages would be an inadequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security).

GENERAL PROVISIONS

10. Definitions.
-----------

"Affiliate" of any Investor means any direct or indirect general or
---------
limited partner of such Investor, or any employee or owner thereof, or any other
person, entity or investment fund controlling, controlled by or under common
control with such Investor, and will include, without limitation, with respect
to GTCR V, Golder, Thoma, Cressey, Rauner, Inc. and its owners and employees.

"Cause" means (i) the commission of a felony or a crime involving
-----
moral turpitude or the commission of any other act or omission involving
dishonesty or fraud with respect to the Company or any of its Subsidiaries or
any of their customers or suppliers, (ii) conduct tending to bring the Company
or any of its Subsidiaries into substantial public disgrace or disrepute, (iii)
substantial and repeated failure to perform duties of the office held by
Executive as reasonably directed by the Board, and such failure is not cured
within 30 days after Executive receives notice thereof from the Board, (iv)
gross negligence or willful misconduct with respect to the Company or any of its
Subsidiaries or (v) any breach of Section 8 or 9 of this Agreement.

"Executive's Family Group" means Executive's spouse and descendants
------------------------
(whether natural or adopted), any trust solely for the benefit of Executive
and/or Executive's spouse and/or descendants and any retirement plan for the
Executive.

"Executive Stock" will continue to be Executive Stock in the hands of
---------------
any holder other than Executive (except for the Company, an Investor, an Other
Executive and transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Executive Stock will succeed to all rights and
obligations attributable to Executive as a holder of Executive Stock hereunder.
Executive Stock will also include shares of the Company's capital stock issued
with respect to Executive Stock by way of a stock split, stock dividend or other
recapitalization.

"Fair Market Value" of each share of Executive Stock means the average
-----------------
of the closing prices of the sales of the Common Stock on all securities
exchanges on which such Common Stock may at the time be listed, or, if there
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on any day such Common Stock is not so listed, the average of the representative
bid and asked prices listed in the NASDAQ System as of 4:00 P.M., New York time,
or, if on any day such Common Stock is not quoted in the NASDAQ System, of the
average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Fair Market Value
is being determined and the 20 consecutive business days prior to such day. If
at any time such Common Stock is not listed on any securities exchange or quoted
in the NASDAQ System or the over-the-countermarket, the Fair Market Value will
be the fair value of such Common Stock determined in good faith by the Board.
If the Executive reasonably disagrees with such determination, the Board and the
Executive will

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<PAGE>

negotiate in good faith to agree on such Fair Market Value. If such agreement is
not reached within 30 days after the delivery of the Repurchase Notice or the
Supplemental Repurchase Notice, Fair Market Value shall be determined by an
appraiser jointly selected by the Board and the Executive, which appraiser shall
submit to the Board and the Executive a report within 30 days of its engagement
setting forth such determination. If the parties are unable to agree on an
appraiser within 45 days after delivery of the Repurchase Notice or the
Supplemental Repurchase Notice, within seven days, each party shall submit the
names of four nationally recognized investment banking firms, and each party
shall be entitled to strike two names from the other party's list of firms, and
the appraiser shall be selected by lot from the remaining four investment
banking firms. The expenses of such appraiser shall be borne by the Executive
unless the appraiser's valuation is not less than 10% greater then the amount
determined by the Board, in which case, the costs of the appraiser shall be
borne by the Company. The determination of such appraiser shall be final and
binding upon all parties. If the Repurchase Option is exercised within 90 days
after a Termination, then Fair Market Value shall be determined as of the date
of such Termination; thereafter, Fair Market Value shall be determined as of the
date the Repurchase Option is exercised.

"Investors" means GTCR V, MG, the Miller Group and each of their
---------
successors, and to the extent permitted to be a subsequent holder of Convertible
Preferred pursuant to the Purchase Agreement, assigns.

"Original Cost" means with respect to each share of Common Stock
-------------
purchased hereunder, $0.01 (as proportionately adjusted for all subsequent stock
splits, stock dividends and other recapitalizations).

"Other Executives" means each person who is subject to a Senior
----------------
Management Agreement substantially similar to this Agreement so long as such
person is employed by the Company.

"Non-Restricted Executive Stock" means Executive Stock other than
------------------------------
Restricted Shares.

"Person" means an individual, a partnership, a limited liability
------
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization end a governmental entity or any
department, agency or political subdivision thereof.

"Public Sale" means any sale pursuant to a registered public offering
-----------
under the Securities Act or any sale to the public pursuant to Rule 144
promulgated under the Securities Act effected through a broker, dealer or market
maker.

"Public Offering" means the sale in an underwritten public offering
---------------
registered under the Securities Act of shares of the Company's Common Stock
approved by the board of directors of the Company.

"Restricted Securities Agreement" means the Restricted Securities
-------------------------------
Agreement dated as of the date hereof between the Executive and the Investors,
as amended from time to time.

"Restricted Shares" means 300,000 shares of Common Stock purchased
-----------------
under Section 1(a) hereof, which shares are subject to the Restricted Securities
Agreement.

"Sale of the Company" means any transaction or series of transactions
-------------------
pursuant to which any person(s) or entity(ies) other than an Investor and its
Affiliates in the aggregate acquire(s) (i) capital stock of the Company
possessing the voting power (other than voting rights accruing only

-12-
<PAGE>

in the event of a default, breach or event of noncompliance) to elect a majority
of the Company's board of directors (whether by merger, consolidation,
reorganization, combination, sale or transfer of the Company's capital stock,
shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii)
all or substantially all of the Company's assets determined on a consolidated
basis; provided that the term "Sale of the Company" shall not include any sale
of equity or debt securities by the Company in a private or public offering to
other investors selected by GTCR V.

"Securities Act" means the Securities Act of 1933, as amended from
--------------
time to time.

"Shareholders Agreement" means the Shareholders Agreement dated as of
----------------------
the date hereof among the Executive, the Other Executives, the Investors,
certain other individuals, and the Company, as amended from time to time.

"Subsidiary" means any corporation of which the Company owns
----------
securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.

"Transfer" means to sell, transfer, assign, pledge or otherwise
--------
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).

"Underlying Common Stock" means, at any time, the sum of (i) the
-----------------------
number of shares of Common Stock of the Company outstanding as of such time plus
(ii) the number of shares of Common Stock of the Company issuable upon the
exercise or conversion of the Convertible Preferred (as defined in the Purchase
Agreement) at such time.

11. Notices.
-------

All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered personally to the recipient,
sent to the recipient by reputable overnight courier service (charges prepaid)
or mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to the Investor and to each Executive at the addresses indicated
on the Schedule of Holders attached to the Shareholders Agreement and to the
Company at the address of its corporate headquarters or to such other address or
to the attention of such other person as the recipient party has specified by
prior written notice to the sending party.

12. General Provisions.
------------------

(a) Transfers in Violation of Agreement. Any Transfer or attempted
-----------------------------------
Transfer of any Executive Stock in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Executive Stock as the owner of such
stock for any purpose.

(b) Severability. Whenever possible, each provision of this Agreement
------------
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

-13-
<PAGE>

(c) Complete Agreement. This Agreement, those documents expressly
------------------
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
Executive hereby releases the Company and its affiliates and its and their
predecessors from any obligation or liability the Company or any of its
affiliates or its or their predecessors owes or owed to Executive or any of his
affiliates and related persons prior to the date hereof.

(d) Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

(e) Successors and Assigns. Except as otherwise provided herein, this
----------------------
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, the Investors, the Other Executives and their respective
successors and permitted assigns (including subsequent holders of Executive
Stock); provided that the rights and obligations of Executive under this
Agreement shall not be assignable except in connection with a permitted transfer
of Executive Stock hereunder.

(f) Choice of Law. The corporate law of the State of Florida will
-------------
govern all questions concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will-be governed by and
construed in accordance with the internal laws of the State of Florida (in the
case of Sections 7, 8 and 9 hereof) and Illinois (in all other cases), without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois, the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Florida (in the case of Sections 7, 8 and 9 hereof) or the State of Illinois
(or the State of Florida, in all other cases).

(g) Remedies. Each of the parties to this Agreement (including the
--------
Investors and the Other Executives) will be entitled to enforce its rights under
this Agreement specifically, to recover damages and costs (including attorney's
fees) caused by any breach of any provision of this Agreement and to exercise
all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or deposit) for specific performance and/or other injunctive relief in
order to enforce or prevent any violations of any of the provisions of this
Agreement.

(h) Amendment and Waiver. The provisions of this Agreement may be
--------------------
amended and waived only with the prior written consent of at least 70% of the
Company's board of directors and the Executive.

(i) Business Days. If any time period for giving notice or taking
-------------
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company's chief executive office is located, the time period
shall be automatically extended to the business day immediately following such
Saturday, Sunday or holiday.

(j) Indemnification and Reimbursement of Payments on Behalf of
----------------------------------------------------------
Executive. The Company and its Subsidiaries shall be entitled to deduct or
- - ---------
withhold from any amounts owing from the Company or any of its Subsidiaries to
the Executive any federal, state, local or foreign

-14-
<PAGE>

withholding taxes, excise taxes, or employment taxes ("Taxes") imposed with
respect to the Executive's compensation or other payments from the Company or
any of its Subsidiaries or the Executive's ownership interest in the Company,
including, but not limited to, wages, bonuses, dividends, the receipt or
exercise of stock options and/or the receipt or vesting of restricted stock. The
Executive shall indemnify the Company and its Subsidiaries for any amounts paid
with respect to any such Taxes, together with any interest, penalties and
related expenses thereto.

(k) Termination. This Agreement (except for the provisions of Section
-----------
7(a)) shall survive the termination of Executive's employment with the Company
and shall remain in full force and effect after such termination.

(l) Adjustments of Numbers. All numbers set forth herein which refer
----------------------
to share prices or numbers or amounts will be appropriately adjusted to reflect
stock splits, stock dividends, combinations of shares and other
recapitalizations affecting the subject class of stock.

(m) Other Senior Management Agreements. By signing this Agreement,
----------------------------------
Executive agrees to and accepts the provisions of the Senior Management
Agreement with each Other Executive.

(n) Netsol. As soon as reasonably practical but in any event within
------
30 days from the date hereof, Executive will use his best efforts to take such
actions as are necessary to permit GTCR V to acquire good and marketable title
to, free and clear of all liens, claims and other restrictions, 2206 shares of
Netsol International, Inc., a Florida corporation ( "Netsol") common stock from
existing Netsol shareholders at a price of no greater than $300.00 per share.
To the extent that, despite Executive's best efforts, GTCR V is unable to
purchase all of the shares of Netsol common stock specified above within 30 days
from the date hereof, Executive shall cause Netsol to immediately issue to GTCR
V, at a price of no greater than $300.00 per share, good and marketable title
to, free and clear of all liens, claims and other restrictions, such number of
shares of Netsol common stock as are necessary to cause GTCR V's fully-diluted
ownership interest in Netsol, on the one hand, as compared to that of Executive
and the Other Executives, on the other hand, immediately after such issuance by
Netsol, to be the same relative ownership interest in Netsol had GTCR V
purchased the full number of shares from the existing Netsol shareholders as
specified above. Executive will take such actions as are necessary to cause
GTCR V to receive standard and customary representations and warranties at the
time of GTCRV's investment in Netsol, including, without limitation,
representations and warranties of the type contained in the Purchase Agreement
and such other representations and warranties regarding the capitalization and
financial and asset condition of Netsol as GTCR V reasonably requests. Without
limiting the foregoing, Executive represents and warrants that (i) as of, and
after giving effect to, the closing of the transactions contemplated by this
clause (n), neither Netsol nor any of its subsidiaries shall have incurred,
assumed or become liable for any indebtedness for borrowed money or other
similar indebtedness and (ii) the holder of each share of capital stock, and of
each option or right or security exercisable or convertible into capital stock,
of Netsol and the number of shares of such capital stock, and the number of
shares of such capital stock that such option, right or security is exercisable
or convertible into, that are held by such holder immediately prior to, and
after, the closing of the transactions contemplated by this clause (n) is set
forth on Annex B attached hereto.

* * * * *

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

ANSWERTHINK CONSULTING GROUP, INC.

-15-
<PAGE>

By: /s/ Ted A. Fernandez
------------------------------

Its: CEO
-----------------------------

[SIGNATURE APPEARS HERE]
----------------------------
[NAME APPEARS HERE]

-16-
<PAGE>

Agreed and Accepted:

GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.

By: GTCR V, L.P.
Its: General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: /s/ Bruce Rauner
-----------------------------
Its: Principal

GATOR ASSOCIATES, LTD.

By: /s/ Edmund R. Miller
-----------------------------
Its:
-----------------------------

TARA VENTURES, LTD.

By: /s/ Edmund R. Miller
-----------------------------
Its:
-----------------------------

MG CAPITAL PARTNERS II, L.P.

By: MG Capital Corp.
-----------------------------
Its: General Partner
-----------------------------
By: [SIGNATURE APPEARS HERE]
-----------------------------
Its: Managing Director
-----------------------------

-17-
<PAGE>

AnswerThink Consulting Group, Inc.
Schedule to Exhibit 10.12

Executives Party to Senior Management Agreement:
- - -----------------------------------------------

Ted A. Fernandez
Allan R. Frank
Ulysses S. Knotts, III

-18-

<PAGE>

EXHIBIT 10.13

SENIOR MANAGEMENT AGREEMENT
---------------------------

THIS AGREEMENT is made as of April 23, 1997, between AnswerThink
Consulting Group, Inc., a Florida corporation (the "Company"), and Edmund R.
Miller ("Executive").

The Company and Executive desire to enter into an agreement pursuant
to which Executive will purchase, and the Company will sell, 300,000 shares of
the Company's Common Stock, par value $.01 per share (the "Common Stock"), and,
if Executive so elects pursuant to the terms of this Agreement. All of such
shares of Common Stock and all shares of Common Stock hereafter acquired by
Executive or one or more of Executive's transferees, other than the Company, an
Investor or a transferee in a Public Sale, are referred to herein as "Executive
Stock." Certain definitions are set forth in Section 6 of this Agreement.

The execution and delivery of this Agreement by the Company and
Executive is a condition to the purchase of shares of Convertible Preferred by
each of Golder, Thoma, Cressey, Rauner Fund V, L.P., a Delaware limited
partnership ("GTCR V"), MG Capital Partners II, L.P., a Delaware limited
partnership ("MG"), Gator Associates, Ltd., a Florida limited partnership
("Gator"), and Tara Ventures, Ltd., a British Virgin Islands Corporation ("Tara"
and, collectively with Gator, the "Miller Group") pursuant to a purchase
agreement between the Company, GTCR V, MG, and the Miller Group dated as of the
date hereof (as amended from time to time, the "Purchase Agreement"). Certain
provisions of this Agreement are intended for the benefit of, and will be
enforceable by the Investors.

The parties hereto agree as follows:

PROVISIONS RELATING TO EXECUTIVE STOCK

1. Purchase and Sale of Executive Stock.
------------------------------------

(a) Upon execution of this Agreement, Executive will purchase, and the
Company will sell, 300,000 shares of Common Stock at a price of $0.01 per share.
The Company will deliver to Executive the certificates representing such
Executive Stock, and Executive will deliver to the Company a cashier's or
certified check or wire transfer of funds in the aggregate amount of $3,000.

(b) Within 30 days after Executive purchases Common Stock pursuant to
Section 1(a) from the Company, Executive will make an effective election with
the Internal Revenue Service under Section 83(b) of the Internal Revenue Code
and the regulations promulgated thereunder in the form of Annex A attached
hereto.

(c) In connection with the purchase and sale of the Executive Stock
hereunder, Executive represents and warrants to the Company that:
<PAGE>

(i) The Executive Stock to be acquired by Executive pursuant to
this Agreement will be acquired for Executive's own account and not
with a view to, or intention of, distribution thereof in violation of
the Securities Act, or any applicable state securities laws, and the
Executive Stock will not be disposed of in contravention of the
Securities Act or any applicable state securities laws.

(vi) Executive is not a party to or bound by any other
employment agreement, noncompete agreement or confidentiality
agreement.

(vii) Executive is a resident of the State of Florida.

(d) As an inducement to the Company to issue the Executive Stock to
Executive, and as a condition thereto, Executive acknowledges and agrees that
(i) neither the issuance of the Executive Stock to Executive nor any provision
contained herein shall entitle Executive to remain in the employment of the
Company and its Subsidiaries or affect the right of the Company to terminate
Executive's employment as contemplated by this Agreement at any time for any
reason and (ii) he will take (or omit to take) all such actions as are necessary
so that the representation and warranty made by Executive and contained in
Section 1(c)(v) remain true and correct at all times as if such representation
and warranty were remade by Executive on each date following the date of this
Agreement.

-2-
<PAGE>

2. Restrictions on Transfer of Executive Stock.
-------------------------------------------

(a) Executive Stock is transferable only pursuant to (i) a Public Sale
or (ii) subject to the conditions specified in subparagraph (c) below, Rule 144A
of the Securities and Exchange Commission (or any similar rule then in force) if
such rule is available or any other legally available means of transfer.

(b) In connection with the transfer of any Executive Stock, Executive
shall deliver written notice to the Company describing in reasonable detail the
transfer or proposed transfer, together with an opinion of counsel which (to the
Company's reasonable satisfaction) is knowledgeable in securities law matters to
the effect that such transfer of Executive Stock may be effected without
registration of such Executive Stock under the Securities Act and applicable
state securities laws. In addition, if Executive delivers to the Company an
opinion of counsel that no subsequent transfer of such Executive Stock shall
require registration under the Securities Act, the Company shall promptly upon
such contemplated transfer deliver new certificates for such Executive Stock
which do not bear the Securities Act legend set forth in Section 3. If the
Company is not required to deliver new certificates for such Executive Stock not
bearing such legend, Executive shall not transfer the same until the prospective
transferee has confirmed to the Company in writing its agreement to be bound by
the conditions contained in this paragraph and Section 3.

(c) Upon the request of Executive, the Company shall promptly supply
to Executive or his prospective transferees all information regarding the
Company required to be delivered in connection with a transfer pursuant to Rule
144A of the Securities and Exchange Commission.

(d) If Executive desires to transfer all or a portion of the Executive
Stock (other than in a Public Sale), Executive shall deliver a written notice
(the "Offer Notice") to the Company, the Other Executives and the Investors (the
"Other Holders"). The Offer Notice shall disclose in reasonable detail the
proposed number of shares of Executive Stock to be transferred and the proposed
sale price, terms and conditions of the transfer. Each Other Holder may elect to
purchase all or any portion of the Executive Stock specified in the Offer Notice
at the price and on the terms specified therein by delivering written notice
(the "Reply Notice") of such election to the Company and each Other Holder as
soon as practical but in any event within 20 days after delivery of the Offer
Notice. If the Other Holders elect to purchase an aggregate number of any type
of Executive Stock greater than the number of such type of Executive Stock
specified in the Offer Notice, such type of Executive Stock shall be allocated
among the Other Holders pro rata based upon the number of shares of Underlying
Common Stock owned by each Other Holder desiring to acquire such type of
Executive Stock pursuant to this Section 2(d) (but in no event shall the pro
rata share of any such Other Holder result in such Other Holder acquiring a
number of any type of Executive Stock in excess of the number of such Executive
Stock requested by such Other Holder). If the Other Holders have elected to
purchase all or any portion of the Executive Stock from Executive, the transfer
of such shares shall be consummated as soon as practical after the delivery of
the last Reply Notice, but in any event within 40 days after the delivery of
such notice. To the extent that the other Holders have not elected to purchase
all of the Executive Stock being offered, Executive may, within 90 days after
delivery of the Offer Notice to the Other Holders, transfer such Executive Stock
to one or more third parties at a price no less than the price per share
specified in the Offer Notice and on other terms no more favorable to the
transferees than offered to the Other Holders. The purchase price specified in
any Offer Notice shall be payable solely in cash at the closing of the
transaction or, if mutually agreed upon by the parties, in installments over
time.

-3-
<PAGE>

(e) Certain Permitted Transfers. The restrictions contained in this
---------------------------
Section 2 will not apply with respect to (i) transfers of shares of Executive
Stock pursuant to applicable laws of descent and distribution or (ii) transfer
of shares of Executive Stock among Executive's Family Group; provided that such
restrictions will continue to be applicable to the Executive Stock after any
such transfer and the transferees of such Executive Stock have agreed in writing
to be bound by the provisions of this Agreement. In addition, following the
completion of an underwritten Public Offering, Executive, in his sole
discretion, may pledge any of his Executive Stock (other than Restricted Shares
that have not vested under the Restricted Securities Agreement) as collateral
for a loan so long as the pledgee of such stock and the Executive enter in a
pledge agreement in form and substance reasonably satisfactory to the Board,
pursuant to which pledgee, among other things, agrees that pledgee may only sell
such Executive Stock in a Public Sale.

(f) No Transfers of Restricted Shares. Notwithstanding anything
---------------------------------
contained herein to the contrary (including, without limitation, the other
provisions of this Section 2), Executive may not transfer, assign, pledge or
otherwise dispose of any interest in any Unvested Shares (except pursuant to
Section 3 hereof) or any Restricted Shares that remain unvested under the
Restricted Securities Agreement (except pursuant to the Restricted Securities
Agreement).

3. Legend. The certificates representing the Executive Stock will
------
bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS
OF APRIL 23, 1997, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE
COMPANY DATED AS OF APRIL 23, 1997. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE."

-4-
<PAGE>

PROVISIONS RELATING TO EMPLOYMENT

4. Employment. The Company agrees to employ Executive and
----------
Executive accepts such employment for the period beginning as of the date hereof
and ending upon the earlier of one year from the date hereof (or such later date
as agreed by Executive and the Company) and termination pursuant to Section 4(b)
hereof (the "Employment Period").

-5-
<PAGE>

(a) Responsibilities. During the Employment Period, Executive will
----------------
perform such services as the Board may reasonably request from time to time for
such compensation as the Board and Executive may agree from time to time.

5. Confidential Information.
------------------------

-6-
<PAGE>

-7-

<PAGE>

GENERAL PROVISIONS

6. Definitions.
-----------

"Executive Stock" will continue to be Executive Stock in the hands of
---------------
any holder other than Executive (except for the Company, an Investor, an Other
Executive and except for transferees in a Public Sale), and except as otherwise
provided herein, each such other holder of Executive Stock will succeed to all
rights and obligations attributable to Executive as a holder of Executive Stock
hereunder. Executive Stock will also include shares of the Company's capital
stock issued with respect to Executive Stock by way of a stock split, stock
dividend or other recapitalization.

-8-
<PAGE>

"Other Executives" means the Executives, as that term is defined in
----------------
the Purchase Agreement, other than Edmund R. Miller, each person who is subject
to a Senior Management Agreement substantially similar to this Agreement so long
as such person is employed by the Company.

"Restricted Shares" means 150,000 shares of Common Stock purchased
-----------------
under Section 1(a) hereof, which shares are subject to the Restricted Securities
Agreement.

-9-
<PAGE>

"Securities Act" means the Securities Act of 1933, as amended from
--------------
time to time.

"Stockholders Agreement" means the Stockholders Agreement dated as of
----------------------
the date hereof among the Executive, the Other Holders and the Company, as
amended from time to time.

"Transfer" means to sell, transfer, assign, pledge or otherwise
--------
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).

7. Notices.
-------

All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered personally to the recipient,
sent to the recipient by reputable overnight courier service (charges prepaid)
or mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to the Executive and each Other Holder at the addresses indicated
on the Schedule of Holders attached to the Shareholders Agreement and to the
Company at the address of its corporate headquarters or to such other address or
to the attention of such other person as the recipient party has specified by
prior written notice to the sending party.

8. General Provisions.
------------------

-10-
<PAGE>

(f) Choice of Law. The corporate law of the State of Florida will
-------------
govern all questions concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will-be governed by and
construed in accordance with the internal laws of the State of Florida (in the
case of Sections 4 and 5 hereof) and Illinois (in all other cases), without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois, the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Florida (in the case of Sections 4 and 5 hereof) or the State of Illinois
(or the State of Florida, in all other cases).

-11-
<PAGE>

* * * * *

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

ANSWERTHINK CONSULTING GROUP, INC.

-12-
<PAGE>

By: /s/ Ted A. Fernandez
--------------------------------------
Its: CEO
-------------------------------------

/s/ Edmund R. Miller
-----------------------------------------
Edmund R. Miller

-13-
<PAGE>

Agreed and Accepted:

GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.

By: GTCR V, L.P.
Its: General Partner

By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner

By: /s/ Bruce Rauner
-------------------------------
Its: Principal

GATOR ASSOCIATES, LTD.

By: /s/ Edmund R. Miller
---------------------------------
Its:
--------------------------------

TARA VENTURES, LTD.

By: /s/ Edmund R. Miller
---------------------------------
Its:
--------------------------------

MG CAPITAL PARTNERS II, L.P.

By: MG Capital Corp.
---------------------------------
Its: General Partner
--------------------------------
By: [SIGNATURE APPEARS HERE]
---------------------------------
Its: Managing Director
--------------------------------

-14-

<PAGE>

EXHIBIT 10.15

EMPLOYMENT AGREEMENT

(Restricted Stock Holder)

THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made as of July
22, 1997, between AnswerThink Consulting Group, Inc., a Florida corporation (the
"Company"), and Luis San Miguel ("Employee").

1. Employment. The Company agrees to employ Employee and Employee
-----------
accepts such employment for the period beginning as of the date hereof and
ending upon the earlier of three years(s) from the date hereof (or such later
date as agreed by Employee and the Company) and termination pursuant to Section
1(b) hereof (the "Employment Period").

(a) Salary, Bonus and Benefits. During the Employment Period, the
---------------------------
Company will pay Employee a base salary (the "Annual Base Salary") as the Board
of Directors of the Company (the "Board") may designate from time to time, at
the rate of not less than $175,000 per annum during each of the first three
years of the Employment Period. Employee may also be eligible to earn a bonus
pursuant to a bonus plan adopted by the Board for each fiscal year. Employee's
Annual Base Salary for any partial year will be prorated based upon the number
of days elapsed in such year. In addition, during the Employment Period,
Employee will be entitled to such other benefits approved by the Board and made
available to employees.

(b) Termination. The Employment Period will continue until
------------
Employee's resignation, disability (as determined by the Board in its good faith
judgment) or death or until the Board determines in its good faith judgment that
termination of Employee's employment is in the best interests of the Company. If
Employee's employment is terminated by the Company without Cause, during the
period commencing on the date of termination and ending 6 months thereafter, the
Company shall pay Employee regular salary payments based upon Employee's Annual
Base Salary ("Severance Payments"). If Employee terminates employment with the
Company for any reason, Employee shall be required to give Company written
notice of the proposed termination ("Termination Notice") at least 6 months
prior to the termination date. From the date the Company receives such
Termination Notice until the termination date, Employee shall be obligated by
the terms hereunder. Notwithstanding the foregoing, upon receiving the
Termination Notice, Employer shall have absolute discretion to accelerate
Employee's date of termination as deemed appropriate by the Company. In the
event that Employee shall not provide Termination Notice in accordance with the
time requirements set forth herein, Employee shall be responsible for all losses
incurred by the Company as a result thereof. Notwithstanding the foregoing and
without in any way modifying the provisions of Section 3 hereof, from and after
the first date that Employee becomes employed with another Person, the Company,
at its option, may eliminate or otherwise reduce the amount of Severance
Payments otherwise required to be made pursuant to this Section 1(b).

(c) Participation in Restricted Stock Plan. In connection with the
---------------------------------------
execution of this Employment Agreement, Employee shall purchase a certain number
of shares of the

1
<PAGE>

Company's Common Stock, such shares being subject to restrictions set forth in
the Employee's Restricted Stock Agreement and the Company's Restricted Stock
Plan (the "Plan").

2. Confidential Information.
------------------------

(a) Employee acknowledges that the information, observations and
data obtained by such Employee concerning the business and affairs of the
Company and its affiliates and their predecessors during the course of
Employee's performance of services for, or employment with, any of the foregoing
persons (whether or not compensated for such services) are the property of the
Company and its affiliates, including information concerning acquisition
opportunities in or reasonably related to the Company's business or industry of
which Employee becomes aware during such period. Therefore, Employee agrees that
Employee will not at any time (whether during or after the Employment Period)
disclose to any unauthorized person or, directly or indirectly, use for
Employee's own account, any of such information, observations or data without
the Board's consent, unless and to the extent that the aforementioned matters
become generally known to and available for use by the public other than as a
direct or indirect result of Employee's acts or omissions to act or the acts or
omissions to act of other senior or junior management employees of the Company.
Employee agrees to deliver to the Company at the termination of Employee's
employment, or at any other time the Company may request in writing (whether
during or after the Employment Period), all memoranda, notes, plans, records,
reports and other documents, regardless of the format or media (and copies
thereof), relating to the business of the Company and its affiliates and their
predecessors (including, without limitation, all acquisition prospects, lists
and contact information) which Employee may then possess or have under
Employee's control.

(b) Inventions and Patents. Employee acknowledges that all
----------------------
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable) that relate to the Company's actual or anticipated business,
research and development or existing or future products or services and that are
conceived, developed, made or reduced to practice by Employee while employed by
the Company or any of its predecessors ("Work Product") belong to the Company
and Employee hereby assigns, and agrees to assign, all of the above to the
Company. Any copyrightable work prepared in whole or in part by Employee in the
course of Employee's work for any of the foregoing entities shall be deemed a
"work made for hire" under the copyright laws, and the Company shall own all
rights therein. To the extent that any such copyrightable work is not a "work
made for hire," Employee hereby assigns and agrees to assign to Company all
right, title and interest, including without limitation, copyright in and to
such copyrightable work. Employee shall promptly disclose such Work Product and
copyrightable work to the Board and perform all actions reasonably requested by
the Board (whether during or after the Employment Period) to establish and
confirm the Company's ownership (including, without limitation, assignments,
consents, powers of attorney and other instruments).

2
<PAGE>

3. Noncompetition and Nonsolicitation.
----------------------------------

(a) Noncompetition. Employee acknowledges that during the course of
--------------
Employee's employment with the Company, Employee will become familiar with the
Company's and its affiliates' trade secrets and with other confidential
information concerning the Company and its affiliates and that Employee's
services will be of special, unique and extraordinary value to the Company and
that the Company's ability to accomplish its purposes and to successfully pursue
its business plan and compete in the marketplace depend substantially on the
skills and expertise of Employee. Therefore, and in further consideration of the
compensation being paid to Employee hereunder, Employee agrees that, during the
Employment Period (the "Noncompete Period"), Employee shall not directly or
indirectly own, manage, control participate in, consult with, render services
for, or in any manner engage in any business competing with the businesses of
the Company, or any business in which the Company has commenced negotiations or
has requested and received information relating to the acquisition of such
business within eighteen months prior to the termination of the Employee's
employment with the Company, in any country where the Company or other
aforementioned business conducts business.

(b) Nonsolicitation. During the time period following Termination
---------------
until six months thereafter, Employee shall not directly or indirectly through
another entity (i) induce or attempt to induce any employee of the Company to
leave the employ of the Company, or in any way willfully interfere with the
relationship between the Company and any employee thereof (ii) induce or attempt
to induce any customer, supplier, licensee or other business relation of the
Company to cease doing business with the Company or in any way interfere with
the relationship between any such customer, supplier, licensee or business
relationship and the Company or (iii) initiate or engage in any discussions
regarding an acquisition of, or Employee's employment (whether as an employee,
an independent contractor or otherwise) by, any businesses in which the Company
has entertained discussions or has requested and received information relating
to the acquisition of such business by the Company upon or within the 18 month
period prior to the termination of the Employee's employment with the Company.

(c) Enforcement. If, at the time of enforcement of Section 2 or 3 of
-----------
this Employment Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum duration, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and that
the court shall be allowed to revise the restrictions contained herein to cover
the maximum duration, scope and area permitted by law. Because Employee's
services are unique and because Employee has access to confidential information,
the parties hereto agree that money damages would be an inadequate remedy for
any breach of any provision of this Employment Agreement. Therefore, in the
event a breach or threatened breach of any provision of this Employment
Agreement, the Company may, in addition to other rights and remedies existing in
its favor, apply to any court of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other security).

3
<PAGE>

4. Choice of Law. The corporate law of the State of Florida will
-------------
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Employment Agreement hereto will be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Florida or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida.

5. Amendment and Waiver. The provisions of this Employment Agreement
--------------------
may be amended and waived only with the prior written consent of at least 70% of
the Company's Board and the Employee.

6. Severability. Whenever possible, each provision of this Employment
------------
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Employment Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Employment
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein.

7. Complete Agreement. This Employment Agreement, those agreements and
------------------
documents expressly referred to herein and other documents of even date herewith
embody the complete agreement and understanding among the parties and supersede
and preempt any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way. Employee hereby releases the Company and its affiliates and
its and their predecessors from any obligation or liability the Company or any
of its affiliates or its or their predecessors owes or owed to Employee or any
of his affiliates and related persons prior to the date hereof.

8. Successors and Assigns. Except as otherwise provided herein, this
----------------------
Employment Agreement shall bind and inure to the benefit of and be enforceable
by Employee and the Company and their respective successors and permitted
assigns.

9. Indemnification and Reimbursement of Payments on Behalf of
----------------------------------------------------------
Employee. The Company shall be entitled to deduct or withhold from any amounts
- - --------
owing from the Company to the Employee any federal, state, local or foreign
withholding taxes, excise taxes, or employment taxes ("Taxes") imposed with
respect to the Employee's compensation or other payments from the Company or the
Employee's ownership interest in the Company, including, but not limited to,
wages, bonuses, dividends, the receipt or exercise of stock options and/or the
receipt or vesting of restricted stock. The Employee shall indemnify the Company
for any amounts paid with respect to any such Taxes, together with any interest,
penalties and related expenses thereto.

4
<PAGE>

10. Definitions. For purposes of this Employment Agreement, the following
-----------
terms used herein shall have the following meanings, unless a different meaning
is clearly required by the context.

(a) "Cause" shall mean (i) the commission of a felony or a crime
involving moral turpitude or the commission of any other act or omission
involving dishonesty or fraud with respect to the Company or any of their
customers or suppliers, (ii) conduct tending to bring the Company into
substantial public disgrace or disrepute, (iii) substantial and repeated failure
to perform duties of the office held by Employee as reasonably directed by the
Board and such failure is not cured within 30 days after Employee receives
notice thereof from the Board, (iv) gross negligence or willful misconduct with
respect to the Company or (v) any breach of Sections 2 or 3 of this Employment
Agreement.

(b) "Common Stock" shall mean the Company's Common Stock, par value
$0.01 per share.

(c) "Company" shall refer to AnswerThink Consulting Group, Inc. and
any Subsidiaries, successors in interest, or assigns thereto.

(d) "Effective Date" shall mean the date on which this Employment
Agreement was executed by the undersigned parties.

(e) "Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, and a government entity or any
department, agency or political subdivision thereof.

(f) "Subsidiary" means any corporation of which the Company owns
securities having a majority of the ordinary voting power in electing the Board
directly or through one or more subsidiaries.

5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement on the date first written above.

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
---------------------------------
Ted A. Fernandez, Chief Executive
Officer and President

Agreed and Accepted:

By: /s/ Luis San Miguel
-----------------------------
Luis San Miguel
13150 S.W. 106th St.
Miami, Fl 33186

<PAGE>

EXHIBIT 10.16

RESTRICTED STOCK AGREEMENT

THE RESTRICTED STOCK AGREEMENT (the "RESTRICTED STOCK AGREEMENT") is
made as of July 22, 1997, between AnswerThink Consulting Group, Inc., a Florida
corporation (the "COMPANY"), and Luis E. San Miguel ("HOLDER").

1. SALE OF SHARES. The Company agrees to sell Holder 320,000
--------------
shares of the Company's common stock, par value $.01 per share (the "COMMON
STOCK"), at a price of $.0025 per share (the "PURCHASE PRICE"), such shares
being issued pursuant to and subject to the restrictions described in the
Restricted Stock Plan (the "PLAN"). The Holder hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all of the terms and conditions
herein and therein. All of such shares of Common Stock purchased by Holder under
this Restricted Stock Agreement are subject to such restrictions under the
Restricted Stock Plan and are referred to herein and therein as "RESTRICTED
SHARES."

2. CERTIFICATES. Upon each Holder's purchase of Restricted Shares,
------------
the Company will deliver to Holder the certificates representing such Restricted
Shares, and Holder will deliver to the Company a check or wire transfer of funds
in the aggregate amount of the Purchase Price.

3. TAX ELECTION. Within 30 days after Holder purchases Restricted
------------
Shares, Holder will make an effective election with the Internal Revenue Service
under Section 83(b) of the Internal Revenue Code and the regulations promulgated
thereunder in the form attached hereto.

4. REPRESENTATIONS. In connection with the purchase and sale of the
---------------
Restricted Shares hereunder, Holder represents and warrants to the Company that:

(i) The Restricted Shares to be acquired by Holder
pursuant to this Restricted Stock Agreement will be acquired for
Holders own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act of 1933, as
amended (the "SECURITIES ACT"), or any applicable state securities
laws, and the Restricted Shares will not be disposed of in
contravention of the Securities Act or any applicable state securities
laws.

(ii) Holder is a sophisticated investor for purposes of
applicable foreign and U.S. federal and state securities laws and
regulations and is able to evaluate the risks and benefits of the
investment in the Restricted Shares.

(iii) Holder is able to bear the economic risk of such
Holder's investment in the Restricted Shares for an indefinite period
of time because the Restricted Shares have not been registered under
the Securities Act and, therefore, cannot be sold unless subsequently
registered under the Securities Act or an exemption from such
registration is available.
<PAGE>

(iv) Holder has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Restricted Shares and has had full access to such other information
concerning the Company as such Holder has requested.

(v) This Restricted Stock Agreement constitutes the legal,
valid and binding obligation of Holder, enforceable in accordance with
its terms, and the execution, delivery and performance of this
Restricted Stock Agreement and such other agreements by Holder does
not and, to the knowledge of Holder, will not conflict with, violate
or cause a breach of any agreement, contract or instrument to which
Holder is a party (including, but not limited to, any agreement
referred to in clause (vi) below) or any judgment, order or decree to
which Holder is subject and Holder further represents and warrants
that Holder believes that Holder is not now in breach of any such
agreement, contract or instrument to which Holder is a party.

(vi) Holder is not a party to or bound by ,any other
employment agreement, noncompete agreement or confidentiality
agreement that would be breached by such Holder's relationship with
the Company.

5. VESTING OF RESTRICTED SHARES.
----------------------------

(a) Except as otherwise provided in Sections 5(b) and (c) below,
all of the Restricted Shares purchased pursuant to the Plan (the "TIME VESTING
COMMON STOCK") will become vested only in accordance with the following schedule
(the "VESTING SCHEDULE") and as long as such Holder is still employed by the
Company as of each dated indicated:

Cumulative Percentage of
Date Restricted Shares to be Vested
---- ------------------------------
<S> <C>
"TIER I"

2nd Anniversary of the date of purchase 50%
3rd Anniversary of the date of purchase 75%
4th Anniversary of the date of purchase 100%

"TIER II"

3rd Anniversary of the date of purchase 50%
4th Anniversary of the date of purchase 75%
5th Anniversary of the date of purchase 100%

"TIER III"

4th Anniversary of the date of purchase 50%
5th Anniversary of the date of purchase 75%
6th Anniversary of the date of purchase 100%
</TABLE>

-2-
<PAGE>

FIFTY PERCENT (50%), TWENTY-FIVE PERCENT (25%), AND TWENTY-FIVE
PERCENT (25%) OF THE TOTAL AMOUNT OF RESTRICTED SHARES PURCHASED HEREUNDER SHALL
BE SUBJECT TO TIER I, TIER II, AND TIER III, RESPECTIVELY.

(b) Immediately prior to the occurrence of a Sale of the
Company, if as of such time Holder is still employed by the Company, all
Restricted Shares which have not yet become vested shall be deemed vested at the
time of such event.

(c) If the Holder's employment with the Company is terminated
without Cause, shares which are Unvested Restricted Shares shall become Vested
Restricted Shares as of the date of termination of employment in an amount equal
to the daily pro rata share to be vested in accordance with the above Vesting
Schedule, with a minimum amount equal to 50% of the Restricted Shares to be
Vested on the fourth Anniversary of the date of purchase. "CAUSE" shall mean (i)
the commission of a felony or a crime involving moral turpitude or the
commission of any other act or omission involving dishonesty or fraud with
respect to the Company or any of their customers or suppliers, (ii) conduct
tending to bring the Company into substantial public disgrace or disrepute,
(iii) substantial and repeated failure to perform duties of the office held by
Employee as reasonably directed by the Board and such failure is not cured
within 30 days after Employee received notice thereof from the Board, (iv) gross
negligence or willful misconduct with respect to the Company or (v) any breach
of Sections 10 or 11 of this Plan.

(d) All Restricted Shares, whether vested or unvested, shall be
deemed outstanding shares of Common Stock and the Holder thereof shall have all
rights with respect thereto as set forth in the Articles of Incorporation and
By-laws of the Company and under applicable laws of the State of Florida.

6. EFFECT ON EMPLOYMENT RELATIONSHIP. As an inducement to the
---------------------------------
Company to issue the Restricted Shares to Holder, and as a condition thereto,
Holder acknowledges and agrees that neither the issuance of the Restricted
Shares to Holder nor any provision contained herein shall entitle Holder to
remain in the employment of the Company.

7. DEFINED TERMS. Certain definitions are set forth in Section 2 of
-------------
the Plan and, where applicable, are incorporated by reference herein.

8. CHOICE OF LAW. The corporate law of the State of Florida will
-------------
govern all questions concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity and
interpretation of this Restricted Stock Agreement hereto will be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Florida or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Florida

9. AMENDMENT AND WAIVER. The provisions of this Restricted Stock
--------------------
Agreement may be amended and waived only with the prior written consent of the
Company and the Holder.

-3-
<PAGE>

10. SEVERABILITY. Whenever possible, each provision of this
------------
Restricted Stock Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Restricted Stock
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Restricted Stock Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained, herein.

11. COMPLETE AGREEMENT. This Restricted Stock Agreement and those
------------------
agreements and documents expressly referred to herein embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
Holder hereby releases the Company and its affiliates and its and their
predecessors from any obligation or liability the Company or any of its
affiliates or its or their predecessors owes or owed to Holder or any of his
affiliates and related persons prior to the date hereof.

12. INTERPRETATION. The Holder accepts this Restricted Stock
--------------
Agreement subject to all the terms and provisions of the Plan and this
Restricted Stock Agreement. The undersigned Holder hereby accepts as binding,
conclusive and final all decisions or interpretations of the Board of Directors
of the Company upon any questions arising under the Plan and this Restricted
Stock Agreement.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock
Agreement on the date first written above.

ANSWER THINK CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
--------------------------------------
Ted A. Fernandez
Chief Executive Officer and
President

Agreed and Accepted:

By: /s/ Luis E. San Miguel
-------------------------------
Luis E. San Miguel

-5-

<PAGE>

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

Name Jurisdiction of Incorporation
- - ---- -----------------------------

The Hackett Group, Inc. Ohio
Delphi Partners, Inc. New Jersey

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of our
report dated March 12, 1998, on our audit of the consolidated financial
statements of AnswerThink Consulting Group, Inc. We also consent to the
references to our firm under the caption "Experts" and "Selected Financial
Data."

Coopers & Lybrand L.L.P.

Miami, Florida
March 17, 1998

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of our
reports dated February 27, 1998, on our audits of the financial statements of
Delphi Partners, Inc., The Hackett Group, Inc., and Relational Technologies,
Inc. We also consent to the references to our firm under the captions "Experts"
and "Selected Financial Data."

Coopers & Lybrand L.L.P.

Miami, Florida
March 17, 1998

<PAGE>
<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-02-1998
<PERIOD-START> APR-23-1997
<PERIOD-END> JAN-02-1998
<CASH> 3,173,262
<SECURITIES> 0
<RECEIVABLES> 10,157,720
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,743,370
<PP&E> 2,732,951
<DEPRECIATION> 237,656
<TOTAL-ASSETS> 28,649,645
<CURRENT-LIABILITIES> 5,563,546
<BONDS> 0
10,040,196
0
<COMMON> 46,757
<OTHER-SE> 799,146
<TOTAL-LIABILITY-AND-EQUITY> 28,649,645
<SALES> 0
<TOTAL-REVENUES> 14,848,172
<CGS> 0
<TOTAL-COSTS> 23,321,087
<OTHER-EXPENSES> 4,000,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (115,555)
<INCOME-PRETAX> (12,090,452)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,090,452)
<EPS-PRIMARY> (0.95)
<EPS-DILUTED> (0.95)

</TABLE>