ANSWERTHINK CONSULTING GROUP INC, 10-K, 1999-04-01

ANSWERTHINK CONSULTING GROUP INC
10-K, 1999-04-01
MANAGEMENT CONSULTING SERVICES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JANUARY 1, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _________ TO _________ .

COMMISSION FILE NUMBER 0-24343

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

FLORIDA 65-0750100
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FLORIDA 33131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(305) 375-8005
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [x] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of Common Stock held by non-affiliates of the
Registrant was $575,418,245 based on the last reported sale price of $27.875 on
The Nasdaq National Market on March 22, 1999 as reported by Nasdaq.

As of March 22, 1999, there were 34,699,041 shares of Common Stock
outstanding

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DOCUMENTS INCORPORATED BY REFERENCE

Part III of the Form 10-K incorporates by reference certain portions of
the Registrant's proxy statement for its 1999 annual meeting of stockholders to
be filed with the Commission not later than 120 days after the end of the
fiscal year covered by this report.

PART I

Certain statements in this Form 10-K are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance or achievements to be materially
different from the results, performance or achievements expressed or implied by
the forward looking statements. Factors that impact such forward looking
statements include, among others, the ability of the Company to attract
additional business, changes in expectations regarding the information
technology industry, the ability of the Company to attract skilled employees,
possible changes in collections of accounts receivable, risks of competition,
price and margin trends, changes in general economic conditions and interest
rates and the Year 2000 issue. A discussion of the Company's risk factors is
set forth in the Company's registration statement on Form S-1 (Registration
Form 333-48123).

ITEM 1. BUSINESS

GENERAL

AnswerThink Consulting Group, Inc. ("AnswerThink" or the "Company")
provides integrated consulting and technology enabled solutions focused on the
Internet and web-enabled electronic commerce marketplace. It delivers a wide
range of integrated services (scalable solutions), including benchmarking best
practices, business process transformation, packaged software implementation,
Internet commerce, decision support technology, and Year 2000 solutions. These
solutions span multi-entity business functions (finance and administration,
human resources, information technology ("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 value network
or "Interprise". The Company markets its services to senior executives in
organizations where business transformation and technology-enabled change can
have a significant competitive impact.

The Company's knowledge-based approach to consulting combines the
knowledge and experience of its consultants with "best-practice" solutions and
a benchmarking knowledge base developed by The Hackett Group. The Company
leverages its knowledge base to propose and implement solutions to its clients'
most critical and complex business problems. The Company delivers its services
through integrated multidisciplinary project teams that include professionals
with both IT and business expertise. 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 an international accounting firm. From the outset, the
Company made operational investments to develop a comprehensive market
strategy, build a scalable business infrastructure and create sophisticated
management information and service delivery systems capable of supporting a
large-scale consulting and IT services business. The Company has grown
principally through the recruitment of approximately 450 consultants. The
Company has also acquired several consulting and IT services businesses, each
of which brought to the Company complementary skills and customer
relationships. As of January 1, 1999, the Company had 657 consultants. The
Company supports its global solution delivery organization through a network of
14 offices located in Atlanta, Baltimore, Boston, Chicago,

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Cleveland, Dallas, Iselin (NJ), Miami, New York, Philadelphia and Silicon
Valley. The Company has served a broad range of Fortune 1000 clients and other
sophisticated buyers of IT services.

The Company completed its initial public offering on May 28, 1998 for
$38.5 million. The Company's principal executive offices are located at 1001
Brickell Bay Drive, Suite 3000, Miami, Florida 33131. Its telephone number is
(305) 375-8005.

INDUSTRY BACKGROUND

The Internet is dramatically impacting the way businesses operate. Success
in this emerging Internet-powered electronic commerce marketplace requires
excellence in communication and collaboration, not just within the corporate
enterprise, but across the global network of customers, suppliers and other
strategic partners which together form the extended value network which we call
the "Interprise". Web enabled business processes and applications dramatically
change the way companies communicate with customers and suppliers, creating
opportunities and threats that cannot be ignored. In this emerging Interprise
computing environment coupled with 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 or utility function but rather as a critical component of the
organizational strategy and execution.

The proliferation of technology throughout all aspects of 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 yesterday is being replaced by enterprise-wide packaged software and
web applications capable of linking manufacturing, sales, distribution and
finance functions and helping decision-makers shape what will happen tomorrow.
This 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 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 professional services will grow
from an estimated $218 billion in 1997 to approximately $472 billion by the
year 2002, a compounded annual growth rate of 17%. In addition, the domestic IT
professional services market will grow at an estimated 17% rate over that same
period. Domestic Internet related spending is expected to grow 33% per year
from an anticipated $85 billion in 1999 to over $203 billion by 2002.

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
international 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, historically 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

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deliver the right IT solutions on time and on budget. In the Company'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

The Company's leadership team has extensive experience in providing
integrated consulting and IT implementation services. The Company has leveraged
this experience to build an organizational model, market strategy and
knowledge-based service delivery process enabling it to deliver results-oriented
technology enabled solutions.

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

/bullet/ ELECTRONIC COMMERCE/INTERPRISE FOCUS. The Internet and browser
based technology has significantly changed an organization's ability to
efficiently communicate with strategic partners and how it serves its
customers. The Company believes that success in this emerging 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 value
network--what the Company refers to as the "Interprise" business model.
The Company provides business solutions to help its clients succeed in
this emerging environment, which demands the assimilation and integration
of data and underlying IT frameworks from both internal and external
sources.

/bullet/ MULTIDISCIPLINARY SOLUTION TEAMS. IT service providers must
understand underlying business issues so they can better design, implement
and integrate effective IT solutions. The Company's ability to provide
integrated consulting and technology enabled solutions is a strong
competitive advantage. The Company provides solutions in the areas of
process transformation, "best practices" benchmarking, software package
implementation and Internet and decision support integration. The Company
delivers these solutions through multidisciplinary teams of professionals
with experience in these areas that deliver solutions for each of the
specific business functions in an organization. These teams target
executive management, finance, administration and human resources
("CEO|solutionsSM" and "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.

/bullet/ KNOWLEDGE-BASED DELIVERY. The Company does more than just study
problems. It identifies and answers the critical questions at the outset
of an engagement by leveraging its proprietary "best practices" knowledge
base. The Company has developed and continuously refines a proprietary
database of "best-practice" organizational solutions and benchmarks from
more than 1,300 companies, including approximately 60% of the Fortune 100.
This database enables the Company 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 the Company to
provide proven and effective solutions rapidly. In addition, the Company's
internal information systems and corporate culture enable it to capture
knowledge from previous consulting engagements and share it throughout the
organization to allow the Company to identify and solve the problems of
other clients in future engagements. The Company has developed
MindShareSM, a proprietary intranet knowledge management system that
captures, indexes and disseminates the combined knowledge and experiences
of its consultants.

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COMPANY'S SERVICES

The Company provides three broad service offerings to clients (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 to its clients
through the Company's CEO|solutionsSM, 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.

/bullet/ HACKETT BENCHMARKING|SOLUTIONSSM. The Company works with large
national and multinational corporations in evaluating their staff
functions (such as finance, human resources, customer management, 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 process improvement measures and
revised IT strategies, the Company believes that it is well positioned to
cross-sell its services.

/bullet/ 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, the Company helps
clients identify and select the best strategies for achieving their
objectives. The Company'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.

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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. The Company 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:

/bullet/ ORACLE|SOLUTIONS. The Company 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 the Company'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.

/bullet/ 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 a 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.

/bullet/ 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 Front Office), Manugistics, i2 Technologies, Siebel, Point,
Clarify, Scopus, Rockport and Optum.

ADVANCED TECHNOLOGIES INTEGRATION. The Company helps clients to achieve
meaningful improvement in all aspects of their IT strategies by providing the
following services:

/bullet/ KNOWLEDGE MANAGEMENT|SOLUTIONS(SM). 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.

/bullet/ ELECTRONIC COMMERCE|SOLUTIONS(SM). 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.

/bullet/ DECISION SUPPORT|SOLUTIONS(SM). The Company develops and delivers
comprehensive business and technology solutions that enable organizations
to make better informed decisions. The Company assists its customers with
integrating strategic business planning with leading edge technology to
deliver sophisticated, analytically oriented data warehousing and decision
support solutions in the areas of finance, sales and marketing and demand
planning.

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THE ACQUISITIONS

Since its inception, the Company has 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 experience, a broader
client base or an expanded geographic presence. All acquisitions completed by
the Company during 1997 and 1998 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.

THE 1997 ACQUISITIONS:

/bullet/ RELATIONAL TECHNOLOGIES, INC. ("RTI"). 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.

/bullet/ 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. When acquired, The Hackett Group had 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.

/bullet/ DELPHI PARTNERS, INC. ("DELPHI"). 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.

THE 1998 ACQUISITIONS:

/bullet/ LEGACY TECHNOLOGY, INC. ("LEGACY"). The Company acquired Legacy in
May 1998. Legacy implements sophisticated data warehousing and decision
support solutions for Fortune 1000 clients. Legacy provides product
selection, systems architecture, database design and development services
to support all phases of the project life cycle. Legacy assists customers
in developing customer information warehouses, category management and
marketing support systems, sales force solutions to promote technology
enabled selling, as well as budgeting, costing and demand planning
systems.

/bullet/ INFINITY CONSULTING GROUP, INC. ("INFINITY"). The Company acquired
Infinity in September 1998. Infinity is a consulting and information
technology services firm specializing in the implementation of PeopleSoft
financials. Its consultants are experienced in complex, large-scale
implementations. Infinity provides clients implementing the PeopleSoft
client/server financials application with a broad range of services,
including implementation management consulting, application design and
development, end user training and technology solutions and support.

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THE 1999 MERGER AND ACQUISITIONS:

/bullet/ TRISPAN, INC. The Company merged with triSpan, Inc. in February
1999. triSpan, Inc. is an Internet commerce consulting firm that designs
and delivers electronic transaction sites or online channels that
encourage enterprise-to-constituency communication using its unique
service model 3Bridge. triSpan provides Internet consulting web
application development and intergration services.

/bullet/ GROUP CORTEX. The Company acquired Group Cortex in February 1999.
Group Cortex provides Internet consulting, web application development and
integration services. Group Cortex develops customized business
applications that leverage the Internet. Its project teams provide
strategic guidance and hands-on know how, in the delivery of complex,
scalable Intranet and Internet commerce projects.

/bullet/ QUINTUS CORPORATION'S CALL CENTER ENTERPRISES UNIT. The Company
acquired the Call Center Enterprises consulting organization of the
Quintus corporation in February 1999. The Call Center Enterprises Unit
plans, designs and implements modern large scale call centers. The Call
Center Enterprises Unit continues to support the eContact Quintus software
product suite for routing and managing customer transactions across all
electronic media.

CUSTOMERS

The Company's clients consist primarily of Fortune 1000 companies and
other sophisticated buyers of IT consulting services. During 1998, the
Company's ten most significant clients accounted for approximately 23%, and
three clients accounted for approximately 10%, of net revenues. Net revenues
from the Company's ten largest clients in 1998 ranged from $1.5 million to $4.5
million.

MARKETING AND SALES

The Company has developed a national sales force that markets the
Company's consulting and IT services in major metropolitan market 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 the Company.

The Company's 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 the Company's multiple service offerings to
clients.

The Company 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
Company 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 has implemented 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 the Company's knowledge management system, MindShareSM. The
Company believes that MindShareSM significantly enhances the way clients are
served by allowing the Company's knowledge-base to be shared by all of its
consultants.

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The financial and project management systems the Company has developed
provide the Company with a fully integrated time and expense reporting system
that serves 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 more attractive than those generally offered
in the consulting industry. An important element of the Company's compensation
program is the Company-wide participation in the Stock Option Plan.

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 the Company's national recruiting
team, which is further supported by executive search firms and the Company's
internal associate referral program.

The Company 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 January 1, 1999,
the Company had 755 employees. 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. The Company has entered into nondisclosure and nonsolicitation
agreements with virtually all of its personnel. The Company engages consultants
as independent contractors from time to time.

STRATEGIC ALLIANCES

The Company 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 the
Company'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.

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 international
accounting firms, international and regional systems consulting and
implementation firms, application software firms, service groups of computer
equipment companies, systems integration

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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. 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.

PATENTS AND OTHER 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. The
Company has registered the trademarks "ANSWERTHINK" and "ANSWERTHINK CONSULTING
GROUP" with the U.S. Patent and Trademark Office.

ITEM 2. PROPERTIES

The Company's principal executive offices currently 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, Baltimore, Boston, Chicago,
Cleveland, Dallas, Iselin (NJ), Miami, New York, Philadelphia and Silicon
Valley (CA). The Company anticipates that additional space will be required as
its business expands and believes that it will be able to obtain suitable space
as needed.

ITEM 3. LEGAL PROCEEDINGS

Certain of the Company's key executives and other management employees
resigned from an international 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 shareholders 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 that expired December
31, 1998. In November of 1998, the Company received from the accounting firm a
letter claiming in general terms that the Company had violated the terms of the
Settlement Agreement. The Company responded with a written denial of the
allegations contained in the letter, and requested that the accounting firm
corroborate the recent claims with factual support. The Company did not receive
a response to its letter. The restrictions contained in the Settlement
Agreement expired on December 31, 1998.

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.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1998.

10
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS

The Company's common stock has been traded on the Nasdaq National Market
since the Company's initial public offering on May 28, 1998 under the Nasdaq
symbol "ANSR". The following table sets forth, for the fiscal periods
indicated, the high and low sales prices of the common stock, as reported on
the Nasdaq National Market.

HIGH LOW
------------ ------------
1998
Fourth Quarter ............................... $ 27.31 $ 13.38
Third Quarter ................................ $ 28.00 $ 15.75
Second Quarter (beginning May 28, 1998) ...... $ 21.75 $ 13.00

The closing sale price for the common stock on December 31, 1998 was
$26.88.

As of January 1, 1999, there were approximately 436 holders of record of
the Company's common stock and 33,849,542 shares of common stock outstanding.

COMPANY DIVIDEND POLICY

The Company does not expect to pay any cash dividends on its common stock
in the foreseeable future. The Company's present policy is to retain earnings,
if any, for use in the operation of the business. In addition, under the terms
of the Company's revolving credit facility, it cannot pay dividends to
shareholders.

11
<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data as of and for the year
ended January 1, 1999, and as of January 2, 1998 and for the period from April
23, 1997 (inception) to January 2, 1998 (the "Inception Period") is derived
from the Company's Consolidated Financial Statements and related notes thereto,
which have been audited by PricewaterhouseCoopers LLP, independent accountants,
and which appear elsewhere in this Form 10-K. 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".

<TABLE>
<CAPTION>
APRIL 23, 1997
YEAR ENDED (INCEPTION) TO
JANUARY 1, 1999 JANUARY 2, 1998
----------------- ----------------
(IN THOUSANDS, EXCEPT SHARE AND PER
SHARE DATA)
<S> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net revenues .................................................. $ 102,702 $ 14,848
Costs and expenses:
Project personnel and expenses ............................... 61,449 13,334
Selling, general and administrative .......................... 28,864 8,084
Compensation related to vesting of restricted shares ......... 40,843 --
Settlement costs ............................................. -- 1,903
In-process research and development technology ............... -- 4,000
----------- ----------
Total costs and operating expenses .......................... 131,156 27,321
----------- ----------
Loss from operations ......................................... (28,454) (12,473)
Other income (expense):
Interest income .............................................. 600 498
Interest expense ............................................. (747) (115)
----------- ----------
Loss before income taxes ..................................... (28,601) (12,090)
Income taxes .................................................. 325 --
----------- ----------
Net loss ...................................................... $ (28,926) $ (12,090)
=========== ==========
Net loss per common share--basic and diluted .................. $ (1.52) $ (1.91)
=========== ==========
Weighted average common shares outstanding .................... 19,038,354 6,342,319
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
1999 1998
------------ -----------
(IN THOUSANDS)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital ..................... $ 42,232 $ 8,180
Total assets ........................ 89,064 28,650
Total long-term liabilities ......... 1,896 12,200
Convertible preferred stock ......... -- 10,040
Total shareholders' equity .......... 69,630 846
</TABLE>

The Company completed three acquisitions during the Inception Period and
two acquisitions during 1998. The results of operations of the acquired
companies are included in the Company's consolidated results of operations from
the respective dates of acquisition.

12
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

Certain statements in this Form 10-K are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance or achievements to be materially
different from the results, performance or achievements expressed or implied by
the forward looking statements. Factors that impact such forward looking
statements include, among others, the ability of the Company to attract
additional business, changes in expectations regarding the information
technology industry, the ability of the Company to attract skilled employees,
possible changes in collections of accounts receivable, risks of competition,
price and margin trends, changes in general economic conditions and interest
rates and the Year 2000 issue. A discussion of the Company's risk factors is
set forth in the Company's Registration Statement on Form S-1 (Registration
Form 333-48123).

OVERVIEW

AnswerThink provides integrated consulting and technology enabled
solutions focused on the emerging Internet-driven electronic commerce
marketplace. AnswerThink offers a wide range of integrated solutions, including
benchmarking, business process transformation, software package implementation,
Internet commerce, decision support technology and Year 2000 solutions. These
solutions span across multi-entity functional areas and include supply chain,
sales and marketing, customer support, finance, human resources and information
technology. The Company markets its services to senior executives in
organizations where business transformation and technology-enabled change can
have a significant competitive impact.

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 acquisitions during 1997 and two acquisitions during 1998.
The Company expects to continue this strategy in 1999.

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 fixed-fee or
capped-fee basis for which revenues are recognized on a percentage of
completion method based on project hours worked.

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 stock options to all employees, including those of acquired companies,
which generally vest over four to six years.

13
<PAGE>

ACQUISITIONS

1997 ACQUISITIONS

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 1,220,700 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 444,000 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 560,000 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.

1998 ACQUISITIONS

On May 20, 1998, the Company acquired all of the outstanding shares of
Legacy Technology, Inc. ("Legacy"), a Massachusetts-based provider of decision
support and data warehouse solutions to Fortune 1000 companies. The total
consideration consisted of $2.6 million in promissory notes and 248,461 shares
of common stock. The stockholders of Legacy will also receive up to $1.3
million in additional consideration, half of which will be in the form of cash
and half of which will be in shares of common stock, upon the achievement of
certain revenue and pre-tax profit targets related to the performance of Legacy
during the 12-month period ending April 30, 1999.

On September 30, 1998, the Company acquired all of the outstanding shares
of Infinity Consulting Group, Inc. ("Infinity") for 186,000 shares of the
Company's common stock and $2.8 million in cash. The sellers are also entitled
to contingent consideration of approximately $1.6 million, payable in cash and
the Company's common stock, if certain performance targets are met over the
12-month period ending August 31, 1999. Infinity is an Indiana-based
corporation engaged in the business of delivering PeopleSoft application
solutions.

14
<PAGE>

RESULTS OF OPERATIONS

The Company's operations during the period from April 23, 1997 through
January 2, 1998 (the "Inception Period") resulted in net revenues of $14.8
million and a net loss of $12.1 million. The loss during the Inception Period
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. For the year ended January 1, 1999, net revenues and net
loss totaled $102.7 million and $28.9 million, respectively. Excluding a
one-time charge of $40.8 million, net income for the year ended January 1, 1999
would have been $11.9 million. The Company recognized non-cash compensation
expense of $40.8 million during the year ended January 1, 1999 resulting from
the accelerated vesting of 3,320,000 restricted shares of common stock that had
been issued to certain members of the Company's management in connection with
the formation of the Company. These charges were non-cash in nature and do not
negatively impact shareholders' equity. 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.

The following table sets forth, for the periods indicated, the Company's
results of operations and the percentage relationship to net revenues of such
results:

<TABLE>
<CAPTION>
APRIL 23, 1997
YEAR ENDED (INCEPTION) TO
JANUARY 1, 1999 JANUARY 2, 1998
--------------------------- --------------------------
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S> <C> <C> <C> <C>
Net revenues .................................................. $ 102,702 100.0% $ 14,848 100.0%
Costs and expenses:
Project personnel and expenses ............................... 61,449 59.8% 13,334 89.8%
Selling, general and administrative .......................... 28,864 28.1% 8,084 54.5%
Compensation related to vesting of restricted shares ......... 40,843 39.8% -- --
Settlement costs ............................................. -- -- 1,903 12.8%
In-process research and development technology ............... -- -- 4,000 26.9%
--------- ----- --------- -----
Total costs and operating expenses .......................... 131,156 127.7% 27,321 184.0%
--------- ----- --------- -----
Loss from operations ........................................ (28,454) (27.7)% (12,473) (84.0)%
Other income (expense):
Interest income (expense), net ............................... (147) ( 0.1)% 383 2.6%
--------- ----- --------- -----
Loss before income taxes .................................... (28,601) (27.8)% (12,090) (81.4)%
Income taxes .................................................. 325 ( 0.4)% -- --
--------- ----- --------- -----
Net loss ...................................................... $ (28,926) (28.2)% $ (12,090) (81.4)%
========= ===== ========= =====
</TABLE>

NET REVENUES. Net revenues in 1998 increased to $102.7 million from $14.8
million during the Inception Period. This increase was attributable to several
factors including (i) the Company's acquisitions during 1997 and 1998 (ii) an
increase in the number of clients served, (iii) the sale of additional projects
to existing clients, and (iv) additional service offerings provided by the
Company during 1998. In addition to the factors listed above, the Inception
Period represented only 8 months of activities during the Company's start-up
phase as opposed to a full year of operations being reported in 1998. On a pro
forma basis (assuming the Company's 1997 and 1998 acquisitions had occurred on
April 23, 1997, the date of the Company's formation) 1998 and 1997 revenues
would have been $111.4 million and $38.4 million, respectively. The pro forma
results are unaudited and presented for informational purposes only. They 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.

PROJECT PERSONNEL AND EXPENSES. Project personnel costs and expenses
consist of salaries and payroll-related expenses for consultants. These costs
increased to $61.4 million in 1998 from $13.3 million during the Inception
Period. This increase resulted from the Company's 1997 and 1998

15
<PAGE>

acquisitions, the fact that 1998 included a full year of operations opposed to
only 8 months during the Inception period, as well as the hiring of additional
consultants to support the Company's internal growth and expanded service
offerings. The number of consultants increased by 382 during the year to 657 as
of January 1, 1999 from 275 at January 2, 1998. Project personnel and expenses
decreased as a percentage of net revenues to 59.8% during 1998 from 89.8% during
1997. This decrease was due to a decline in the average cost per consultant and
a higher level of utilization during 1998 as a result of the Company's improved
sales results and project backlog that was assumed in connection with the 1997
and 1998 acquisitions.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were $28.9 million in 1998 compared to $8.1 million during the
Inception Period. Selling, general and administrative expenses as a percentage
of net revenues decreased to 28.1% in 1998 from 54.5% during the Inception
Period. This decrease was attributable to the higher revenue levels during
1998, as well as the Company's ability to leverage its infrastructure to
acquired companies. The overall increase in selling, general and administrative
expenses related to an increase in salaries and benefits for functional support
personnel, increased selling costs related to higher sales volume and
additional amortization expense associated with the Company's acquisitions. In
addition, training and recruiting costs were higher as a result of the increase
in the number of consultants and property and facilities costs increased as the
Company moved from smaller, temporary offices established during the Company's
start-up phase into larger, permanent offices during late 1997 and during the
first half of 1998.

COMPENSATION RELATED TO VESTING OF RESTRICTED SHARES. The Company recorded
a charge in the first quarter of 1998 of approximately $40.8 million relating
to the vesting of restricted shares held by seven of the Company's senior
managers and one director that were subject to certain performance vesting
criteria. There are no additional restricted shares outstanding that are
subject to performance criteria for vesting.

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.

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. At the date of acquisition, there were four benchmark
applications that had not met technological feasibility requirements and did
not have any alternative future use and therefore the value of such
applications was charged to operations.

INTEREST INCOME (EXPENSE), NET. Net interest expense totaled $147,000 for
1998 compared to $383,000 of net interest income for the 1997 period. Net
interest expense in 1998 was related primarily to the Company's borrowings
under the revolving credit facilities which were repaid upon the completion of
the initial public offering in June 1998, partially offset by $600,000 of
interest income earned during the year primarily from the investment of
proceeds from the Company's initial public offering. Net interest income for
the 1997 period was due to interest income earned from the initial
capitalization of the Company which was placed in short-term investments,
partially offset by $116,000 of interest expense during the last three months
of the year attributable to borrowings under the facility used to fund the
Company's acquisitions of The Hackett Group and Delphi Partners, Inc.

INCOME TAXES. The Company recorded income tax expense in 1998 of $325,000.
Although the Company reported a net loss for financial reporting purposes in
1998, for tax purposes the Company reported taxable income primarily as a
result of the non-deductibility of the $40.8 million compensation expense
relating to the vesting of restricted shares. The impact of the compensation

16
<PAGE>

expense on the Company's effective tax rate was partially offset by the
Company's reduction of its deferred tax asset valuation allowance from $5.0
million to $200,000. During the Inception Period, the Company established a
valuation allowance for the entire deferred tax asset related to the net
operating loss carryforward and purchased research and development expense as a
result of its limited operating history as of that time.

LIQUIDITY AND CAPITAL RESOURCES

On May 28, 1998, the Company completed an initial public offering of its
common stock, which resulted in net proceeds to the Company of $38.5 million.
At January 1, 1999, the Company had $28.5 million of cash and cash equivalents
compared to $3.2 million at January 2, 1998. Prior to its initial public
offering in May 1998, the Company's primary source of liquidity had been its
initial capitalization, operating cash flows and borrowings under the Company's
revolving credit facility. The Company has a revolving credit facility with
BankBoston which allows for up to $20.0 million of borrowings. The credit
facility is unsecured and contains certain restrictive covenants. There were no
borrowings under this credit facility as of January 1, 1999.

Net cash provided by operating activities was $3.6 million for the year
ended January 1, 1999 compared to $11.2 million used during the Inception
Period. During the year ended January 1, 1999, the increase in cash provided by
operations related primarily to the Company's earnings, excluding the effects
of non-cash charges, and an increase in accrued expenses and other liabilities,
partially offset by a $16.1 million increase in accounts receivable and
unbilled revenue. During the Inception Period, net cash used in operating
activities was primarily attributable to the operating loss of $12.1 million.

Net cash used in investing activities was $3.9 million for the year ended
January 1, 1999 compared to $14.8 million used during the Inception Period. The
use of cash in 1998 was attributable to $2 million of purchases of property and
equipment, $1.3 million used in the acquisition of Infinity and a net increase
in short-term investments of $1 million. During the Inception Period, the use
of cash was attributable to $12.7 million for the acquisition of The Hackett
Group, Inc. and Delphi, and $2.1 million to purchase computer hardware and
software and telecommunications equipment.

Net cash provided by financing activities was $25.6 million in the year
ended January 1, 1999 compared to $29.2 million during the Inception Period.
During the year ended January 1, 1999, $38.5 million of cash was provided from
the issuance of common stock primarily from the Company's initial public
offering and $1.1 million was provided from the issuance of convertible
preferred stock. The Company used the proceeds from its initial public offering
to repay $6.4 million in notes payable to shareholders and to repay all
outstanding amounts under the revolving credit facility. During the Inception
Period, the primary source of cash was $21.0 million raised through the
issuance of convertible preferred stock and $8.2 million of borrowings under
the Company's credit facility.

Based on the Company's current financial position and funds available
under its credit facility or that may be generated from operations, the Company
believes that it will be able to meet all of its currently anticipated
short-term and long-term capital requirements.

YEAR 2000 READINESS

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 internal systems were implemented during 1997 and
1998. The Company has prepared an inventory of information technology and
non-information technology system components and has begun to classify system
components in terms of their criticality to the Company's operations. Its
mission critical components, which include Oracle Financials, Personal, Time
and

17
<PAGE>

Expense and Project Billing software modules, are considered by the vendors to
be Year 2000 compliant. In December of 1998, as part of its overall Year 2000
readiness assessment effort, the Company kicked off its efforts to confirm this
fact. The Company is in the process of confirming the Year 2000 compliance of
its mission critical system vendors, and has targeted April 30, 1999 as the
completion date for this assessment. The Company anticipates that the Year 2000
compliance of mission critical components will be confirmed in all material
respects. If compliance is not successfully confirmed, the Company anticipates
that components that are not compliant will be able to be fixed using software
vendor release updates in connection with existing maintenance agreements that
include as a component a Year 2000 remedy. The Company estimates that the cost
to apply the Year 2000 release updates will not be material. The testing of
critical applications will begin during the second quarter of 1999. If, as a
result of this testing, further updates are required, the Company believes that
all required updates will be installed and tested prior to December 31, 1999.
However there can be no assurances that all required tests and updates will be
completed by that date.

As part of its overall Year 2000 program the Company plans to assess the
readiness of its external business relationships on which it relies in the
conduct of its business. For example, a third party vendor performs the payroll
function for the Company. The Company also relies on the services of
telecommunications companies, Internet service providers, banks, utilities and
commercial airlines, among others. The Company is in the process of
inventorying and classifying these relationships according to their criticality
to the Company's operations. The Company plans to seek assurances from its
material vendors and suppliers that there will be no interruption of service as
a result of the Year 2000 issue, and to the extent not given, the Company
intends to devise contingency plans designed to mitigate the impact on the
Company's business in the event the Year 2000 issue results in the
unavailability of services. There can be no assurance that any contingency
plans developed by the Company will prevent any such service interruption on
the part of one or more of the Company's third party suppliers from having a
material adverse effect on the Company's business, operating results and
financial condition. In addition, the failure on the part of the accounting
systems of the Company's clients due to the Year 2000 issue could result in a
delay in the payment of invoices issued by the Company for services and
expenses. A failure of the accounting systems of a significant number of the
Company's clients would have a material adverse effect on the Company's
business, operating results and financial condition.

The Company believes the Year 2000 Issue as it relates to its internal
information technology and non-information technology system components will
not have material impact on the Company's financial condition or results of
operations. However, the potential failure of the systems of its external
business relationships discussed above and the potential for failures at its
material clients which cause the postponement or cancellation of ongoing
projects could result in an interruption of normal business activities and
operations and result in the cancellation of future projects. Such failures
could materially and adversely affect the Company's results of operations. Due
to the general uncertainty inherent in the Year 2000 Issue, resulting in part
from the uncertainty of the Year 2000 readiness of external business
relationships, the Company is unable to determine at this time whether the
consequences of external Year 2000 failures will have a material impact on the
Company's results of operations.

The services offered by the Company do not include actual Year 2000 code
remediation services. However, approximately 6% of the Company's revenues for
the year ended December 31, 1998 was related to assisting clients assess Year
2000 readiness and in designing and managing the process whereby necessary
remediation is accomplished. The Company's clients are ultimately responsible
for the actual remediation process. However, these clients could assert that
certain services performed by the Company contributed to their failure to
resolve their Year 2000 issues on a timely basis. In addition, the Company's
principal service offerings include software package recommendation and
implementation as well as system design. These software packages are created by
third parties. Further, the hardware and software components of the systems
designed by the Company are created by third parties. Clients could assert that
the services rendered in connection with the recommendation and installation of
software packages and system design involved or are related to

18
<PAGE>

the Year 2000 issue. There can be no way of assuring that all such software
packages and systems components will be Year 2000 compliant. Further, clients
have the ability to alter and upgrade software and system components after
project completion. These client activities may render these software packages
or systems non-compliant. Due to the potential significance of the Year 2000
issue upon client operations, upon any failure of critical client systems or
processes that may be directly or indirectly connected or related to services
provided by the Company, the Company may be subjected to claims regardless of
whether the failure is related to the services provided by the Company. If
asserted, such claims (and the associated cost of defending such claims) could
have a material adverse effect on the Company's business, results of operations
and financial condition.

The Company's policy has been to attempt to include provisions in its
client contracts that, among other things, disclaim implied warranties, limit
the Company's liability to the amount of fees paid by the client to the Company
in connection with the project, and disclaim liability arising from third party
software that is implemented or installed by the Company. There can be no
assurance that the Company will be able to obtain these contractual protections
in agreements concerning future projects or that any contractual provisions
governing current completed projects will prevent clients from asserting claims
against the Company with respect to the Year 2000 issue. There can also be no
assurance that the contractual protections, if any, obtained by the Company
will effectively operate to protect the Company from, or limit the amount of,
any liability arising from claims asserted against the Company.

The forgoing discussion of the Company's Year 2000 readiness contains
forward looking statements including estimated timeframes and costs for
addressing the known Year 2000 issues confronting the Company and is based on
management's current estimates, which were derived using numerous assumptions.
There can be no assurance that these estimates will be achieved and actual
events and results could differ materially from those anticipated. Specific
factors that might cause such material differences include, but are not limited
to, the ability of the Company to identify and correct all Year 2000 problems
and the success of external business relationships in addressing their Year
2000 issues.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

19
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ANSWERTHINK CONSULTING GROUP, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
FINANCIAL STATEMENTS OF ANSWERTHINK CONSULTING GROUP, INC.

Report of Independent Certified Public Accountants ............................... 21

Consolidated Balance Sheets as of January 1, 1999 and January 2, 1998 ............ 22

Consolidated Statements of Operations for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 23

Consolidated Statements of Shareholders' Equity for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 24

Consolidated Statements of Cash Flows for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 25

Notes to Financial Statements .................................................... 26
</TABLE>

20
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and
Shareholders of AnswerThink Consulting Group, Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, shareholders' equity, and cash
flows present fairly, in all material respects, the financial position of
AnswerThink Consulting Group, Inc. and Subsidiaries (the "Company") as of
January 1, 1999 and January 2, 1998, and the results of their operations and
their cash flows for the year ended January 1, 1999 and for the period from
April 23, 1997 (date of inception) through January 2, 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Miami, Florida
February 1, 1999, except for
Note 15, as to which the
date is February 26, 1999

21
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
1999 1998
--------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 28,481,764 $ 3,173,262
Short-term investments ........................................ 1,000,000 --
Accounts receivable and unbilled revenue, net ................. 29,095,232 10,157,720
Prepaid expenses and other current assets ..................... 1,192,984 412,388
------------- -------------
Total current assets ....................................... 59,769,980 13,743,370
Property and equipment, net .................................... 2,994,491 2,495,295
Other assets ................................................... 2,713,689 467,370
Goodwill, net .................................................. 23,585,946 11,943,610
------------- -------------
Total assets ............................................... $ 89,064,106 $ 28,649,645
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................. $ 2,412,680 $ 1,437,292
Accrued expenses and other liabilities ........................ 11,868,937 4,126,254
Income taxes payable .......................................... 1,059,474 --
Notes payable to shareholders, current portion ................ 2,197,000 --
------------- -------------
Total current liabilities .................................. 17,538,091 5,563,546
------------- -------------
Borrowings under revolving credit facility ..................... -- 8,150,000
Notes payable to shareholders .................................. 1,896,000 4,050,000
------------- -------------
Total long-term liabilities ................................ 1,896,000 12,200,000
------------- -------------
Total liabilities .......................................... 19,434,091 17,763,546
------------- -------------
Commitments and contingencies ..................................
Convertible preferred stock .................................... -- 10,040,196
------------- -------------
Shareholders' equity:
Preferred stock, $.001 par value, 1,250,000 shares authorized,
none issued and outstanding ................................. -- --
Common stock, $.001 par value, authorized 125,000,000 shares;
issued and outstanding: 33,849,542 shares at January 1, 1999;
23,378,592 shares at January 2, 1998 ........................ 33,850 23,379
Additional paid-in capital .................................... 111,895,279 13,569,279
Unearned compensation--restricted stock ....................... (1,282,974) (656,303)
Accumulated deficit ........................................... (41,016,140) (12,090,452)
------------- -------------
Total shareholders' equity ................................. 69,630,015 845,903
------------- -------------
Total liabilities and shareholders' equity ................. $ 89,064,106 $ 28,649,645
============= =============
</TABLE>

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

22
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR APRIL 23, 1997
ENDED (DATE OF INCEPTION)
JANUARY 1, 1999 THROUGH JANUARY 2, 1998
----------------- ------------------------
<S> <C> <C>
Net revenues .................................................. $ 102,702,380 $ 14,848,172
Costs and expenses:
Project personnel and expenses ............................... 61,449,271 13,333,921
Selling, general and administrative .......................... 28,863,985 8,084,558
Compensation related to vesting of restricted shares ......... 40,843,400 --
Settlement costs ............................................. -- 1,902,608
In-process research and development technology ............... -- 4,000,000
------------- -------------
Total costs and operating expenses ........................ 131,156,656 27,321,087
------------- -------------
Loss from operations ......................................... (28,454,276) (12,472,915)
Other income (expense):
Interest income .............................................. 600,233 498,018
Interest expense ............................................. (746,825) (115,555)
------------- -------------
Loss before income taxes ..................................... (28,600,868) (12,090,452)
Income taxes .................................................. 324,820 --
------------- -------------
Net loss ...................................................... $ (28,925,688) $ (12,090,452)
============= =============
Basic and diluted net loss per common share ................... $ (1.52) $ (1.91)
============= =============
Weighted average common shares outstanding .................... 19,038,354 6,342,319
</TABLE>

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

23
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------------- ADDITIONAL
PAID-IN
SHARES AMOUNT CAPITAL
------------- ----------- ---------------
<S> <C> <C> <C>
Balance at April 23, 1997 ....................... -- $ -- $ --
Issuance of 13,734,850 shares of restricted
common stock ................................... 13,734,850 13,735 757,879
Conversion of 1,826,634 shares of convertible
preferred stock to common stock ................ 7,306,536 7,307 10,952,497
Issuance of 2,337,206 shares of restricted
common stock for business acquisitions ......... 2,337,206 2,337 1,858,903
Amortization of deferred
compensation expense ........................... -- -- --
Net loss ........................................ -- -- --
---------- -------- ------------
Balance at January 2, 1998 ...................... 23,378,592 $ 23,379 $ 13,569,279
Issuance of 25,100 shares of restricted
common stock ................................... 25,100 25 101
Issuance of 3,362,000 shares of unrestricted
common stock ................................... 3,362,000 3,362 38,643,637
Purchase and retirement of restricted
common stock ................................... (510,715) (511) (2,148)
Vesting of restricted shares .................... -- -- 42,210,920
Conversion of 1,790,026 shares of convertible
preferred stock to common stock ................ 7,160,104 7,160 11,132,675
Issuance of 434,461 shares of restricted
common stock for business acquisitions ......... 434,461 435 6,340,815
Amortization of deferred
compensation expense ........................... -- -- --
Net loss ........................................ -- -- --
---------- -------- ------------
Balance at January 1, 1999 ...................... 33,849,542 $ 33,850 $111,895,279
========== ======== ============

<CAPTION>
UNEARNED
COMPENSATION TOTAL
RESTRICTED ACCUMULATED SHAREHOLDERS'
STOCK DEFICIT EQUITY
---------------- ------------------ ----------------
<S> <C> <C> <C>
Balance at April 23, 1997 ....................... $ -- $ -- $ --
Issuance of 13,734,850 shares of restricted
common stock ................................... (702,447) -- 69,167
Conversion of 1,826,634 shares of convertible
preferred stock to common stock ................ -- -- 10,959,804
Issuance of 2,337,206 shares of restricted
common stock for business acquisitions ......... -- -- 1,861,240
Amortization of deferred
compensation expense ........................... 46,144 -- 46,144
Net loss ........................................ -- (12,090,452) (12,090,452)
------------ -------------- --------------
Balance at January 2, 1998 ...................... $ (656,303) $ (12,090,452) $ 845,903
Issuance of 25,100 shares of restricted
common stock ................................... -- -- 126
Issuance of 3,362,000 shares of unrestricted
common stock ................................... -- -- 38,646,999
Purchase and retirement of restricted
common stock ................................... -- -- (2,659)
Vesting of restricted shares .................... (1,045,440) -- 41,165,480
Conversion of 1,790,026 shares of convertible
preferred stock to common stock ................ -- -- 11,139,835
Issuance of 434,461 shares of restricted
common stock for business acquisitions ......... -- -- 6,341,250
Amortization of deferred
compensation expense ........................... 418,769 -- 418,769
Net loss ........................................ -- (28,925,688) (28,925,688)
------------ -------------- --------------
Balance at January 1, 1999 ...................... $ (1,282,974) $ (41,016,140) $ 69,630,015
============ ============== ==============
</TABLE>

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

24
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR APRIL 23, 1997
ENDED (DATE OF INCEPTION)
JANUARY 1, 1999 THROUGH JANUARY 2, 1998
----------------- ------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ............................................................. $ (28,925,688) $ (12,090,452)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Compensation charge related to vesting of restricted shares ......... 40,843,400 --
In-process research and development technology ...................... -- 4,000,000
Depreciation and amortization ....................................... 3,277,906 462,073
Deferred income taxes ............................................... (960,994) --
Changes in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable and unbilled revenue ................. (16,105,923) (4,481,152)
Increase in prepaid expenses and other current
and non-current assets ............................................. (953,992) (736,166)
Increase in accounts payable ......................................... 252,251 825,545
Increase in accrued expenses and other liabilities ................... 5,144,488 784,906
Increase in income taxes payable ..................................... 1,059,474 --
-------------- --------------
Net cash provided by (used in) operating activities ............... 3,630,922 (11,235,246)
Cash flows from investing activities:
Purchases of property and equipment .................................. (1,959,547) (2,089,249)
Sale of property and equipment under sale/leaseback
arrangement ........................................................ 456,040 --
Purchases of short-term investments .................................. (9,650,000) --
Redemptions, sales and maturities of short-term investments .......... 8,650,000 --
Acquisition of businesses, net of cash acquired ...................... (1,258,280) (12,728,991)
Other, net ........................................................... (142,920) --
-------------- --------------
Net cash used in investing activities ............................. (3,904,707) (14,818,240)
Cash flows from financing activities:
Proceeds from issuance of common stock ............................... 38,647,125 76,748
Repurchases of common stock .......................................... (2,659) --
Proceeds from issuance of convertible preferred stock ................ 1,099,639 21,000,000
Proceeds from revolving credit facility .............................. 3,000,000 8,150,000
Repayment of revolving credit facility ............................... (11,150,000) --
Repayment of shareholder notes ....................................... (6,373,035) --
Proceeds from capital lease obligation ............................... 507,017 --
Repayment of obligation under capital lease .......................... (145,800) --
-------------- --------------
Net cash provided by financing activities ......................... 25,582,287 29,226,748
-------------- --------------
Net increase in cash and cash equivalents ............................. 25,308,502 3,173,262
Cash and cash equivalents at beginning of period ...................... 3,173,262 --
-------------- --------------
Cash and cash equivalents at end of period ............................ $ 28,481,764 $ 3,173,262
============== ==============
Supplemental disclosure of cash flow information
Cash paid for interest ............................................... $ 803,488 $ --
Cash paid for income taxes ........................................... $ 226,340 $ --
</TABLE>

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

25
<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" or "AnswerThink")
provides integrated consulting and technology enabled solutions focused on the
emerging Internet-driven electronic commerce marketplace. AnswerThink offers a
wide range of integrated solutions, including benchmarking, business process
transformation, software package implementation, Internet commerce, decision
support technology and Year 2000 solutions. These solutions span across
multi-entity functional areas and include supply chain, sales and marketing,
customer support, finance, human resources and information technology. The
Company markets its services to senior executives in organizations where
business transformation and technology-enabled change can have a significant
competitive impact.

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 3,400,000 shares to the
Initial Investors of the Company's Class A Convertible Preferred Stock (the
"Class A Preferred Stock"). Such shares of Class A Preferred Stock were sold at
$6.00 per share, for total proceeds of $20.4 million. In May 1997, certain
senior executives of the Company purchased an additional 100,000 shares of
Class A Preferred Stock at $6.00 per share. Each share of Class A Preferred
Stock was convertible into four shares of the Company's common stock. Pursuant
to the Stock Purchase Agreement, certain of the Initial Investors had the
option to purchase from the Company an additional 100,000 shares of Class A
Preferred Stock at $6.00 per share which shares were purchased on February 24,
1998.

All preferred stock issued by the Company in connection with the formation
of the Company was converted, pursuant to the original terms, to shares of the
Company's common stock prior to its initial public offering.

In May 1998, the Company completed its initial public offering whereby the
Company sold 3,324,500 shares of common stock. Net proceeds to the Company,
after expenses, aggregated $38.5 million.

PRINCIPLES OF CONSOLIDATION

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

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
years 1998 and 1997 ended on January 1, 1999 and January 2, 1998, respectively.
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

26
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

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.

SHORT-TERM INVESTMENTS

Short-term investments, consisting of interest bearing, investment-grade
securities, have been classified as available-for-sale securities and are
recorded at fair market value. Any unrealized holding gains or losses on
available-for-sale securities are reported as a separate component of
shareholders' equity until these gains or losses are realized. The difference
between fair market value and cost was not material at January 1, 1999.
Realized gains or losses from sales of available-for-sale securities were not
material for any period presented. For the purpose of determining realized
gains and losses, the cost of securities sold is based upon specific
identification.

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 two 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 business acquisitions, is being amortized over 15
years on a straight-line basis. The Company recorded amortization expense of
$1,324,411 and $137,729 for the year ended January 1, 1999 and for the period
April 23, 1997 (date of inception) through January 2, 1998, respectively. The
carrying value of goodwill is subject to periodic review of realizability.

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.

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.

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. With
regard to restricted common shares

27
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

issued to employees under employment agreements, the calculation includes only
the vested portion of such shares. Accordingly, common shares outstanding for
the basic net loss per share computation is significantly lower than actual
shares issued and outstanding.

Loss per common share assuming dilution is computed by dividing the net
loss by the weighted average number of common shares outstanding, increased by
the assumed conversion of other potentially dilutive securities during the
period. Potentially dilutive shares were excluded from the fully diluted loss
per share calculation for each period presented because their effects would
have been anti-dilutive to the loss incurred by the Company, therefore, the
amounts reported for basic and diluted net loss per share were the same.
Potentially dilutive shares which were not included in the diluted loss per
share calculations as of January 1, 1999 and January 2, 1998 include 9,508,192
shares and 8,901,652 shares, respectively, of unvested restricted common stock
issued under employment agreements and 8,928,404 shares for the period ended
January 2, 1998 from the assumed conversion of the convertible preferred stock.

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. During the period from April 23, 1997 (date of
inception) through January 2, 1998, a total of two customers accounted for
approximately 13% of net revenues. No single customer accounted for 5% or more
of net revenues for the year ended January 1, 1999.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 1999, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION. The new rules establish revised standards for public
companies relating to the reporting of financial and descriptive information
about their operating segments in financial statements. Since AnswerThink only
has one business segment, which is providing consulting services to its
clients, the adoption of SFAS 131 did not have an effect on the Company's
financial statements.

RECLASSIFICATIONS

Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the current year presentation.

28
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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 1,220,700 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 $6.5 million in cash, a $5.1 million promissory note
and 444,000 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 $3.8 million 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. 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
$3.8 million 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. In connection with such amendment, the Company recorded
additional goodwill amounting to $3.1 million, notes payable to shareholders
totaling $1.4 million, accrued expenses and other liabilities of $338,000 and
shareholders' equity of $1.3 million. The $3.8 million note was paid-off in
June 1998 upon the completion of the Company's initial public offering. 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
$4.0 million 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.

On November 12, 1997, the Company acquired all of the outstanding shares
of Delphi Partners, Inc. ("Delphi") for approximately $7.4 million in cash plus
560,000 restricted shares of the Company's common stock valued at $840,000. The
sellers are also entitled to contingent consideration of up to a maximum of
$2.5 million 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.

On May 20, 1998, the Company acquired all the outstanding shares of Legacy
Technology, Inc. ("Legacy") for $2.6 million in promissory notes, which were
paid-off during June 1998, plus 248,461 shares of the Company's common stock
valued at $3.0 million. The sellers are also entitled to contingent
consideration of approximately $1.3 million, payable in cash and the Company's
common stock, if certain performance targets are met over the 12-month period
ending April 30, 1999. Legacy is a Massachusetts-based provider of decision
support and data warehouse solutions to Fortune 1000 companies.

29
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS AND INVESTING ACTIVITIES--(CONTINUED)

On September 30, 1998, the Company acquired all the outstanding shares of
Infinity Consulting Group, Inc. ("Infinity") for 186,000 shares of the
Company's common stock valued at $3.4 million and $2.8 million in cash. The
sellers are also entitled to contingent consideration of approximately $1.6
million, payable in cash and the Company's common stock, if certain performance
targets are met over the 12-month period ending August 31, 1999. Infinity is an
Indiana-based corporation engaged in the business of delivering PeopleSoft
application solutions.

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, is recorded as
additional goodwill.

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 for the 1998 and
1997 acquisitions, including contingent consideration earned, fees and
expenses, are as follows:

<TABLE>
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
Fair value of net assets acquired (primarily accounts
receivable) excluding cash acquired .................................. $ 574,181 $ 1,920,602
Goodwill .............................................................. 9,607,849 15,154,709
In-process research and development technology ........................ -- 4,000,000
Common stock issued ................................................... (6,341,250) (3,203,320)
Note payable-earned additional purchase consideration ................. -- (3,750,000)
Notes payable issued to shareholders .................................. (2,582,500) (1,393,000)
------------ ------------
Cash used in acquisitions of businesses, net of cash acquired ......... $ 1,258,280 $ 12,728,991
============ ============
</TABLE>

The following information presents the unaudited pro forma condensed
results of operations for the year ended January 1, 1999 and the period April
23, 1997 (date of inception) through January 2, 1998 as if the Company's
acquisitions of RTI, Hackett, Delphi, Legacy and Infinity had occurred on April
23, 1997. For fiscal year 1998, pro forma adjustments include additional
amortization expense and interest expense of $314,000 and $72,000,
respectively. The 1997 fiscal period includes $840,000 and $771,000 of
additional amortization expense and interest expense, 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>
APRIL 23, 1997
YEAR ENDED THROUGH
PRO FORMA RESULTS OF OPERATIONS (UNAUDITED) JANUARY 1, 1999 JANUARY 2, 1998
- --------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
Net revenues ......................................... $ 111,356,148 $ 38,390,034
Net loss ............................................. $ (28,106,684) $ (11,606,626)
Net loss per common share--basic and diluted ......... $ (1.46) $ (1.45)
</TABLE>

30
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
1999 1998
--------------- --------------
<S> <C> <C>
Equipment ............................. $ 3,697,135 $ 2,500,894
Furniture and fixtures ................ 221,686 180,682
Leasehold improvements ................ 371,191 51,375
------------ -----------
4,290,012 2,732,951
Less accumulated depreciation ......... (1,295,521) (237,656)
------------ -----------
$ 2,994,491 $ 2,495,295
============ ===========
</TABLE>

Depreciation expense for the year ended January 1, 1999 and for the period
from April 23, 1997 through January 2, 1998 was $1.1 million and $238,000,
respectively.

4. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consists of the following:

<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
1999 1998
-------------- --------------
<S> <C> <C>
Accrued payroll and payroll related expenses ......... $ 6,648,033 $ 3,019,519
Deferred revenue ..................................... 1,679,653 --
Employee stock purchase plan payable ................. 1,372,126 --
Other accrued expenses ............................... 2,169,125 1,106,735
----------- -----------
$11,868,937 $ 4,126,254
=========== ===========
</TABLE>

5. BORROWINGS UNDER REVOLVING CREDIT FACILITY

The Company has a $20 million revolving credit facility (the "Credit
Facility") which expires on November 7, 2000. Borrowings under this Credit
Facility bear interest at varying rates, principally LIBOR plus 1.25-2.25%. The
Company's obligation under the Credit Facility is unsecured. The total amount
outstanding as of January 2, 1998 was $8,150,000, with a weighted average
interest rate of 8.5%. No borrowings were outstanding under this Credit
Facility as of January 1, 1999.

The Credit Facility contains, among other things, the maintenance of
certain financial covenants such as a minimum level of tangible net worth,
minimum leverage ratio, and minimum ratio of earnings to interest expense.

31
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. NOTES PAYABLE TO SHAREHOLDERS

Notes payable to shareholders consists of the following:

JANUARY 1, JANUARY 2,
1999 1998
-------------- --------------
Notes payable to shareholders ......... $ 4,093,000 $ 4,050,000
Less current portion .................. (2,197,000) --
------------ -----------
Long-term portion ..................... $ 1,896,000 $ 4,050,000
============ ===========

The shareholder notes at January 1, 1999 bear interest ranging from 0% to
8% per annum with $2,197,000 and $1,896,000 of principal and interest due on
March 31, 1999 and March 31, 2000, respectively.

7. LEASE COMMITMENTS

The Company and its subsidiaries have operating lease agreements for its
premises and certain computer equipment that expire on various dates through
2004. The operating lease agreements for premises are subject to escalation.
Rent expense for the year ended January 1, 1999 and the period April 23, 1997
(date of inception) through January 2, 1998, was approximately $1,775,000 and
$300,000, respectively.

Future minimum lease commitments under noncancelable operating leases
having a remaining term in excess of one year at January 1, 1999, are as
follows:

1999 ..................................... $ 2,026,759
2000 ..................................... 1,590,215
2001 ..................................... 1,063,948
2002 ..................................... 1,037,439
2003 ..................................... 440,382
Thereafter ............................... 262,143
-----------
Total minimum lease payments ......... $ 6,420,886
===========

32
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. INCOME TAXES

The components of the provision for income taxes are as follows:

<TABLE>
<CAPTION>
YEAR ENDED APRIL 23, 1997
JANUARY 1, THROUGH
1999 JANUARY 2, 1998
-------------- ----------------
<S> <C> <C>
Current tax expense
Federal ............ $ 1,021,700 $ --
State .............. 264,114 --
----------- ----------
1,285,814 --
Deferred tax benefit
Federal ............ (934,614) --
State .............. (26,380) --
----------- ----------
(960,994) --
----------- ----------
Income taxes ......... $ 324,820 $ --
=========== ==========
</TABLE>

A reconciliation of the Federal statutory tax rate with the effective tax
rate is as follows:

<TABLE>
<CAPTION>
YEAR ENDED APRIL 23, 1997
JANUARY 1, THROUGH
1999 JANUARY 2, 1998
------------ ----------------
<S> <C> <C>
U.S. statutory rate ........................................... (35.0)% (35.0)%
State income taxes, net of Federal income tax benefit ......... 0.5 % --
Non cash compensation ......................................... 49.4 % --
Valuation allowance ........................................... (14.7)% 35.0 %
Other ......................................................... 0.9 % --
------- -------
Effective rate ................................................ 1.1 % --
-------- -------
</TABLE>

The components of the net deferred income tax asset are as follows:

<TABLE>
<CAPTION>
JANUARY 1, JANUARY 2,
1999 1998
-------------- ---------------
<S> <C> <C>
Deferred income tax assets:
Purchased research and development ......... $ 1,519,455 $ 1,629,961
Net operating loss carryforward ............ -- 3,552,163
Allowance for doubtful accounts ............ 67,235 --
----------- ------------
1,586,690 5,182,124
Valuation allowance ........................ (202,489) (4,966,912)
----------- ------------
1,384,201 215,212
Deferred income tax liabilities:
Depreciation and amortization .............. (184,489) (215,212)
Other items ................................ (238,718) --
----------- ------------
(423,207) (215,212)
----------- ------------
Net deferred income tax asset ............... $ 960,994 $ --
=========== ============
</TABLE>

33
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. INCOME TAXES--(CONTINUED)

A deferred tax asset of $961,000 is included in other assets in the
accompanying consolidated balance sheet at January 1, 1999.

As of January 1, 1999, the Company had established a valuation allowance
in the amount of $202,000 to reduce deferred income tax assets related to state
income tax loss carryforwards. As of January 2, 1998, the Company had a
valuation reserve of $5.0 million which represented the entire amount of the
deferred tax asset attributable to the Company's net operating loss
carryforward. This allowance was established in light of the Company's limited
operating history as of that time.

9. RESTRICTED STOCK

As of January 1, 1999 and January 2, 1998, the Company had issued and
outstanding restricted common stock totalling 13,249,235 shares and 13,734,850
shares, respectively, which were sold 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.

Certain of the Company's employees and one director purchased 3,520,000
restricted shares of common stock subject to performance vesting criteria. The
Company recorded a charge of approximately $40.8 million during the year ended
January 1, 1999 relating to the accelerated vesting of these restricted shares
pursuant to agreements dated as of March 27, 1998 by and among the relevant
stockholders, the Company and its Board of Directors. Pursuant to terms of the
agreements, vesting was accelerated for 3,320,000 shares in the first quarter
of 1998 based on the Company's results to date and the expectation of
completion of the Company's initial public offering during the second quarter
of 1998. The remaining 200,000 shares were cancelled as part of the agreements.
There are no additional restricted shares outstanding that are subject to
performance criteria for vesting.

Restricted stock includes shares issued to employees of certain acquired
companies. Employees vest in these shares over periods up to five years. The
market value of the restricted stock at the time of grant was recorded as
unearned compensation in a separate component of shareholders' equity and
amortized as compensation expense ratably over the vesting periods. At January
1, 1999 and January 2, 1998, 920,350 shares and 931,650 shares, respectively,
of such restricted stock were issued and outstanding.

10. STOCK PLANS

Effective July 1, 1998, the Company adopted an Employee Stock Purchase
Plan to provide substantially all employees who have completed three months of
service as of the beginning of an offering period, as defined, an opportunity
to purchase shares of its common stock through payroll deductions, up to 10% of
eligible compensation. Participant account balances are used to purchase shares
of stock at the lesser of 85 percent of the fair market value of shares on the
first trading day of the offering period or on the last trading day of such
offering period. The aggregate fair market value, determined as of the first
trading date of the offering period, as to shares purchased by an employee may
not exceed $25,000 annually. The Employee Stock Purchase Plan expires on July
1, 2008. A total

34
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. STOCK PLANS--(CONTINUED)

of 750,000 shares are available for purchase under the plan. As of January 1,
1999, 80,493 shares of the Company's Common Stock were due to be issued under
the plan.

On May 5, 1998, the Company adopted a stock option plan (the "Stock Option
Plan") under which certain employees may be granted the right to purchase
shares of common stock at not less than 100% of the fair market value on the
date of grant. The maximum option term is ten years. The Company has reserved
an aggregate of 10,000,000 shares of common stock for issuance under the plan.
Stock options may be exercised only to the extent they have vested in
accordance with provisions determined by the Board of Directors.

The Company applies Accounting Principles Board Opinion No. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES, and related interpretations in accounting for
its option plans. Accordingly, no compensation expense has been recognized.
Under SFAS No. 123, compensation cost for the Company's stock-based
compensation plans would be determined based on the fair value at the grant
dates for awards under those plans. Had the Company adopted SFAS No. 123 in
accounting for fixed stock option plans, the Company's consolidated net loss
and net loss per share for 1998 would have been reduced to the pro forma
amounts indicated as follows:

YEAR ENDED
JANUARY 1, 1999
----------------
Net loss
As reported .............................. $ 28,925,688
Pro forma ................................ $ 30,523,140
Basic and diluted net loss per common share
As reported .............................. $ 1.52
Pro forma ................................ $ 1.60

The following assumptions were used by the Company to determine the fair
value of stock options granted using the Black-Scholes options-pricing model:
expected volatility of 65.0% in 1998 and 0% in 1997, average expected option
life of 4 years in 1998 and 10 years in 1997, risk-free interest rate of 6.0%
in 1998 and 1997, and no dividend payments in 1998 and 1997.

In light of the loss experienced during the period from April 23, 1997
through January 2, 1998 and that it was the first year of operations, the
Company's options granted in 1997 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 have been
materially different from the net loss and loss per share reported.

35
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. STOCK PLANS--(CONTINUED)

Stock option activity under the Company's stock option plan is summarized
as follows:

<TABLE>
<CAPTION>
YEAR ENDED JANUARY 1, APRIL 23, 1997 THROUGH
1999 JANUARY 2, 1998
------------------------- ------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
OPTION EXERCISE OPTION EXERCISE
SHARES PRICE SHARES PRICE
------------ ---------- ------------ ---------
<S> <C> <C> <C> <C>
Outstanding at beginning of period ......... 707,906 $ 2.50 -- $ --
Granted ................................... 2,330,234 13.18 731,506 2.50
Exercised ................................. -- -- -- --
Canceled .................................. (347,420) 7.17 (23,600) 2.50
---------- -------- ------- -----
Outstanding at end of period ............... 2,690,720 $ 11.15 707,906 $2.50
========== ======== ======= =====
Weighted average grant date fair value of
options granted during the period ......... $ 7.34 $ --
---------- -------
</TABLE>

No options were exercisable as of January 1, 1999.

The following table summarizes information about the Company's stock
options outstanding at January 1, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-------------------------------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
NUMBER CONTRACTUAL EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE
- ---------------------------- ------------- ------------- -----------
<S> <C> <C> <C>
$2.50.................... 801,444 8.6 $ 2.50
$6.00 to $8.00........... 482,090 8.8 7.03
$12.00................... 354,820 9.2 12.00
$17.25................... 122,670 9.2 17.25
$18.06 to $19.38......... 690,946 9.3 18.38
$21.50 to $21.63......... 166,980 9.4 21.56
$26.88................... 71,770 10.0 26.88
--------- ---- --------
2,690,720 9.0 $ 11.15
--------- ---- --------
</TABLE>

11. CONVERTIBLE PREFERRED STOCK

Holders of Class A Convertible Preferred Stock were entitled to a $6.00
liquidation preference per share in the event of liquidation, dissolution or
winding up of the Company. Each share of Class A Convertible Preferred Stock
was convertible on a four-for-one basis to Common Stock and was entitled to
non-cumulative dividends if and when declared by the Board of Directors.
Holders of Class A Convertible Preferred Stock had certain redemption rights
defined in the Amended and Restated Articles of Incorporation but did not have
preemptive rights. To the extent not redeemed or converted, remaining shares of
the Class A Convertible Preferred Stock would have been redeemed at their
liquidation value on April 22, 2004.

On March 5, 1998, the Company issued 16,666 shares of Class B Convertible
Preferred Stock with a liquidation value of $30.00 per share to an affiliate of
BankBoston at a price of $30.00 per share.

36
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. CONVERTIBLE PREFERRED STOCK--(CONTINUED)

Each share of Class B Convertible Preferred Stock was convertible into four
shares of Common Stock. The Class B Convertible Preferred Stock contained the
same redemption provisions as the Class A Convertible Preferred Stock.

In May 1998, 1,790,026 shares (the entire outstanding amount) of the
Company's convertible preferred stock totaling $11.1 million were converted
into 7,160,104 shares of common stock, pursuant to the original terms.

12. SETTLEMENT COSTS

Settlement costs incurred during the period from April 23, 1997
(inception) to January 2, 1998 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 ended January 1, 1999 and the period from April
23, 1997 to January 2, 1998, purchases from this distributor were approximately
$1.7 million and $1.5 million, respectively.

15. SUBSEQUENT EVENT

On February 26, 1999, the Company merged with triSpan, Inc ("triSpan").
The merger was accomplished through an exchange of 689,880 shares of the
Company's common stock for all outstanding shares of capital stock of triSpan.
Each outstanding share of common stock of triSpan was converted into 0.311 of a
share of the Company's common stock. This transaction will be accounted for
under the pooling of interests method and, accordingly, historical financial
data in future reports will be restated to include triSpan. The following
unaudited pro forma data summarizes the combined results of operations of the
Company and triSpan as though the merger had occurred on January 1, 1997.
triSpan, Inc. is an Internet commerce solutions company based in Pennsylvania.

37
<PAGE>

ANSWERTHINK CONSULTING GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

15. SUBSEQUENT EVENT--(CONTINUED)

<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------
JANUARY 1, JANUARY 2,
PRO FORMA RESULTS OF OPERATIONS (UNAUDITED) 1999 1998
- -------------------------------------------------------- --------------- ----------------
<S> <C> <C>
Net revenues ........................................ $ 118,155,676 $ 34,499,746
Net loss ............................................ (30,554,373) (12,354,776)
Basic and diluted net loss per common share ......... $ (1.56) $ (1.74)
</TABLE>

16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents unaudited supplemental quarterly financial
information for the year ended January 1, 1999 and the period from April 23,
1997 through January 2, 1998:

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------------------
APRIL 3, JULY 3, OCTOBER 2, JANUARY 1,
1998 1998 1998 1999
--------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net revenues .............................. $ 18,531,770 $ 23,043,386 $ 28,043,616 $ 33,083,608
Income (loss) from operations ............. (39,159,455) 2,478,807 3,761,942 4,464,429
Income (loss) before income taxes ......... (39,453,173) 2,303,150 3,936,910 4,612,244
Net income (loss) ......................... (39,453,173) 2,303,150 3,936,910 4,287,424
Basic net income (loss)
per common share ......................... $ (3.86) $ 0.13 $ 0.16 $ 0.18
Diluted net income (loss) per
common share ............................. $ (3.86) $ 0.07 $ 0.11 $ 0.12
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
APRIL 23, 1997 ---------------------------------
(INCEPTION) TO SEPTEMBER 30, JANUARY 2,
JUNE 30, 1997 1997 1998
--------------- --------------- ---------------
<S> <C> <C> <C>
Net revenues ........................................ $ 62,090 $ 2,697,654 $ 12,088,428
Income (loss) from operations ....................... (4,599,310) (4,089,203) (3,784,402)
Income (loss) before income taxes ................... (4,348,294) (3,894,813) (3,847,345)
Net income (loss) ................................... (4,348,294) (3,894,813) (3,847,345)
Basic and diluted net loss per common share ......... $ -- $ (0.51) $ (0.40)
</TABLE>

Quarterly basic and diluted net income or loss per common share were
computed independently for each quarter and do not necessarily total to the
year to date basic and diluted net loss per common share.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.

38
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.

SECTION 16(A). BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) The following documents are filed as a part of this Form:

1. Financial Statement Schedules:

All schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes thereto.

2. Exhibits: See Index to Exhibits on page 42.

The Exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this report.

(b) Reports on Form 8-K:

On December 14, 1998, and amended on December 14, 1998, the Company filed
a Current Report on Form 8-K dated September 30, 1998, announcing under Item 2
(Acquisition or Disposition of Assets) that the Company had acquired all of the
outstanding stock of Infinity Consulting Group, Inc. ("Infinity") pursuant to a
Stock Purchase Agreement dated as of September 30, 1998, entered into by and
among the Company and each of the stockholders of Infinity.

39
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Miami, State of Florida, on the 31st day of March, 1999.

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
-----------------------------------
Ted A. Fernandez
President, Chief Executive Officer
and Director

Pursuant to the requirements of the Securities Act of 1934, this Form 10-K has
been signed by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- --------------------------------------- ---------------
<S> <C> <C>
/s/ Ted A. Fernandez President, Chief Executive Officer March 31, 1999
- ----------------------------------- and Director
Ted A. Fernandez (Principal Executive Officer)

/s/ Luis E. San Miguel Executive Vice President, Finance and March 31, 1999
- ----------------------------------- Chief Financial Officer (Principal
Luis E. San Miguel Financial and Accounting Officer)

/s/ John F. Brennan Executive Vice President, Chief March 31, 1999
- ----------------------------------- Administrative Officer
John F. Brennan

/s/ Allan R. Frank Executive Vice President, Chief March 31, 1999
- ----------------------------------- Technology Officer and Director
Allan R. Frank

/s/ Ulysses S. Knotts, III Executive Vice President, Sales and March 31, 1999
- ----------------------------------- Marketing and Director
Ulysses S. Knotts, III

/s/ Fernando Montero Director March 31, 1999
- -----------------------------------
Fernando Montero

/s/ Edmund R. Miller Director March 31, 1999
- -----------------------------------
Edmund R. Miller

/s/ Bruce V. Rauner Director March 31, 1999
- -----------------------------------
Bruce V. Rauner

/s/ William C. Kessinger Director March 31, 1999
- -----------------------------------
William C. Kessinger

/s/ Robert J. Bahash Director March 31, 1999
- -----------------------------------
Robert J. Bahash
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- --------------------------------------- ---------------
<S> <C> <C>
Director
- -----------------------------------
Jeffrey E. Keisling

Director
- -----------------------------------
Alan T.G. Wix
</TABLE>

41
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<S> <C>
3.1 * Second Amended and Restated Articles of Incorporation of the Registrant
3.2 * Form of Amended and Restated Bylaws of the Registrant
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 dated as of March 15, 1998 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 the Registrant, GTCR V, MG, Gator
and Tara
10.2 * Series A Preferred Stock Purchase Agreement dated February 24, 1998 among the
Registrant, GTCR V, GTCR Associates and Miller Capital]
10.3 * Stock Purchase Agreement dated March 5, 1998 between the Registrant and FSC
10.4 * Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998
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 * Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998
among the Registrant and the eight former shareholders of RTI
10.6 * Revolving Credit Agreement dated as of November 7, 1997 among the Registrant,
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 the Registrant, RTI and
all of the shareholders of RTI
10.8 * Stock Purchase Agreement dated as of October 13, 1997 by and between the Registrant
and Gregory P. Hackett relating to the acquisition of Hackett Group
10.9 * Amendment No. 1 dated March 12, 1998 to Stock Purchase Agreement dated as of
October 13, 1997 by and between the Registrant 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 the Registrant
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
</TABLE>

42
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<S> <C>
10.18* Confidential Settlement Agreement dated as of May 21, 1998 between KPMG Peat
Marwick LLP, on the one hand, and the Registrant, certain officers and employees of the
Registrant, Mr. Miller and Miller Capital, on the other
10.19* Amendment No. 2 dated as of May 5, 1998 to Purchase Agreement dated April 23, 1997
among the Registrant, GTCR V, MG, Gator and Tara
10.20* Amendment No. 2 dated as of May 5, 1998 to Stock Purchase Agreement dated March 5,
1998 between the Registrant and FSC
10.21* Amendment No. 2 dated as of May 5, 1998 to Agreement and Plan of Merger dated as of
August 1, 1997 among the Registrant, RTI and all of the shareholders of RTI
10.22* Amendment to certain Senior Management Agreements dated March 27, 1998, among the
Company, the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and
Miller
10.23* Agreement and Plan of Merger among the Registrant, Registrant Acquisition Sub, Legacy
and the shareholders of Legacy
10.24* First Amendment to Revolving Credit Agreement dated as of April 3, 1998, by and among
the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.25* Second Amendment to Revolving Credit Agreement dated as of May 20, 1998 by and
among the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.26 Third Amendment to Revolving Credit Agreement dated as of November 24, 1998 by and
among the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.27* Amendment No. 1 dated as of May 18, 1998 to Agreement and Plan of Merger among the
Registrant, the Registrant Acquisition Sub, Legacy and the Shareholders of Legacy
10.28* Form of Termination of Senior Management Agreement by and among the Registrant,
Mr. Miller and the Board of Directors
10.29* Form of Second Amendment to Certain Senior Management Agreements among the
Company, the Board of Directors and each of Messrs. Fernandez, Frank and Knotts
10.30*** Stock Purchase Agreement by and among AnswerThink Consulting Group, Inc., Infinity
Consulting Group Inc., and the Shareholders of Infinity dated as of September 30, 1998
10.31** AnswerThink Consulting Group, Inc. Employee Stock Purchase Plan
10.32 Employment Agreement dated March 23, 1999 between the Registrant and Mr. Brennan
10.33 Restricted Stock Agreement dated July 31, 1997 between the Registrant and Mr. Brennan
10.34 Amendment to Restricted Stock Agreement dated March 27, 1998 between the Registrant
and Mr. Brennan
10.35 Form of Senior Management Agreement dated July 31, 1997 between the Registrant and
Mr. Brennan
21.1 Subsidiaries of the Registrant
23 Consent of PricewaterhouseCoopers LLP
27.1 Financial Data Schedule (period January 3, 1998 to January 1, 1999)
</TABLE>

- ----------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (333-48123).
** Incorporated by reference from the Company's Registration Statement on Form
S-8 (333-69951).
*** Incorporated by reference from the Company's Form 8-K dated October 14,
1998.

EXHIBIT 10.26

- --------------------------------------------------------------------------------
THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
- --------------------------------------------------------------------------------

Third Amendment dated as of November 24, 1998 to Revolving Credit
Agreement (the "Third Amendment"), by and among ANSWERTHINK CONSULTING GROUP,
INC (the "Borrower"), BANKBOSTON, N.A. and the other lending institutions listed
on SCHEDULE 1 to the Credit Agreement (as hereinafter defined) (the "Banks"),
amending certain provisions of the Revolving Credit Agreement dated as of
November 7, 1997 (as amended and in effect from time to time, the "Credit
Agreement") by and among the Borrower, the Banks and BankBoston, N.A. as agent
for the Banks (the "Agent"). Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.

WHEREAS, the Borrower and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this Third
Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

/section/1. AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT. Section 1.1
of the Credit Agreement is hereby amended as follows:

(a) the definition of "Applicable Margin" is hereby amended by deleting
the table which appears in such definition and substituting in place thereof the
following table:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
TIER LEVERAGE RATIO BASE RATE LOANS LIBOR RATE LOANS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Less than or equal to 0.00% 1.25%
1.50:1.00
- --------------------------------------------------------------------------------------------------
2 Greater than 1.50:1.00 but 0.00% 1.50%
less than or equal to
2.00:1.00
- --------------------------------------------------------------------------------------------------
3 Greater than 2.00:1.00 but 0.00% 1.75%
less than or equal to
2.50:1.00
- --------------------------------------------------------------------------------------------------
4 Greater than 2.50:1.00 0.25% 2.25%
- --------------------------------------------------------------------------------------------------
</TABLE>

(b) the definition of "Loan Documents" is hereby amended by deleting
the words "the Security Documents" and substituting in place thereof the words
"the Guaranty";

(c) the definitions of "Capital Assets", "Capital Expenditures",
"Collateral", "Commitment Increase Date", "Consolidated Current Liabilities",
"Consolidated Operating Cash Flow", "Consolidated Quick Assets", "Life Insurance
Assignment", "Life Insurance Policy", "Perfection Certificate", "Security
Agreements", "Security Documents", "Stock Pledge Agreement", "Total Debt
Service" and "Trademark Assignments" are each hereby deleted in their entirety;
and

(d) by inserting the following definitions in the appropriate
alphabetical order:

<PAGE>
-2-

CONSOLIDATED TANGIBLE NET WORTH. The excess of Consolidated
Total Assets over Consolidated Total Liabilities, and less the sum of:

(a) the total book value of all assets of the Borrower
and its Subsidiaries properly classified as
intangible assets under generally accepted accounting
principles, including such items as good will, the
purchase price of acquired assets in excess of the
fair market value thereof, trademarks, trade names,
service marks, brand names, copyrights, patents and
licenses, and rights with respect to the foregoing;
plus

(b) all amounts representing any write-up in the book
value of any assets of the Borrower or its
Subsidiaries resulting from a revaluation thereof
subsequent to the Balance Sheet Date, excluding
adjustments to translate foreign assets and
liabilities for changes in foreign exchange rates
made in accordance with Financial Accounting
Standards Board Statements No. 52; plus

(c) to the extent otherwise includable in the computation
of Consolidated Tangible Net Worth, any subscriptions
receivable,

PROVIDED, HOWEVER, for purposes of calculating compliance with
/section/9.2 hereof, the goodwill of any Person acquired in a Permitted
Acquisition and any writedowns of purchased research and development
relating to any Permitted Acquisition which would otherwise be required
to be deducted from Consolidated Tangible Net Worth shall not be
deducted for purposes of /section/9.2 of this Credit Agreement.

CONSOLIDATED TOTAL ASSETS. The sum of (a) all assets
("consolidated balance sheet assets") of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles, plus (b) without duplication,
all assets leased by the Borrower or any Subsidiary as lessee under any
"synthetic lease" referred to in clause (f) of the definition of the
term "Indebtedness" to the extent that such assets would have been
consolidated balance sheet assets had the synthetic lease been treated
for accounting purposes as a Capitalized Lease, plus (c) without
duplication, all sold receivables referred to in clause (g) of the
definition of the term "Indebtedness" to the extent that such
receivables would have been consolidated balance sheet assets had they
not been sold.

CONSOLIDATED TOTAL LIABILITIES. All liabilities of the
Borrower and its Subsidiaries determined on a consolidated basis in
accordance with generally accepted accounting principles and classified
as such on the consolidated balance sheet of the Borrower and its
Subsidiaries, and all other Indebtedness of the Borrower and its
Subsidiaries, whether or not so classified; provided, however,
Consolidated Total Liabilities shall not include any Subordinated Debt.

INTEREST EXPENSE REFERENCE PERIOD. The period of four (4)
consecutive fiscal quarters of the Borrower ending on the relevant
date; provided, however, until four full fiscal quarters of the
Borrower have elapsed after December 31, 1997, such shorter period of
three consecutive fiscal quarters as has elapsed since December 31,
1997.

<PAGE>
-3-

SUBORDINATED DEBT. Unsecured Indebtedness of the Borrower or
any of its Subsidiaries that is expressly subordinated and made junior
to the payment and performance in full of the Obligations, and
evidenced by a written instrument containing subordination provisions
in form and substance approved by the Banks in writing.

/section/2. AMENDMENT TO SECTION 2 OF THE CREDIT AGREEMENT. Section 2
of the Credit Agreement is hereby amended as follows:

(a) Section 2.1.2 of the Credit Agreement is hereby amended by deleting
such section in its entirety; and

(b) Section 2.2 of the Credit Agreement is hereby amended by deleting
the words "one-half of one percent (1/2%) which appears in the first sentence of
/section/2.2 and substituting in place thereof the number ".375%"

/section/3. AMENDMENT TO SECTION 5 OF THE CREDIT AGREEMENT. Section 5
of the Credit Agreement is hereby amended by deleting /section/5 in its entirety
and restating it as follows:

5. GUARANTIES. The Obligations shall be guaranteed pursuant to
the terms of the Guaranty.

/section/4. AMENDMENT TO SECTION 6 OF THE CREDIT AGREEMENT. Section
6.14 of the Credit Agreement is hereby amended by deleting the text of
/section/6.14 and substituting in place thereof the words "Intentionally
Omitted".

/section/5. AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT. Section 7
of the Credit Agreement is hereby amended as follows:

(a) Section 7.4 (a) and (b) of the Credit Agreement is hereby amended
by deleting all references therein to consolidating balance sheets and
consolidating statements of income;

(b) Section 7.4(c) of the Credit Agreement is hereby amended by
deleting the text thereof and substituting in place thereof the words
"Intentionally Omitted";

(c) Section 7.5.3. of the Credit Agreement is hereby amended by
deleting the text thereof and substituting in place thereof the words
"Intentionally Omitted";

(d) Section 7.7.2. of the Credit Agreement is hereby amended by
deleting the text thereof and substituting in place thereof the words
"Intentionally Omitted";

(e) Section 7.9.2. of the Credit Agreement is hereby amended by
deleting the text thereof and substituting in place thereof the words
"Intentionally Omitted"; and

(f) Section 7.14. of the Credit Agreement is hereby amended by deleting
the last sentence of /section/7.14 in its entirety.

<PAGE>
-4-

/section/6. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. Section 8
of the Credit Agreement is hereby amended as follows:

(a) Section 8.1 of the Credit Agreement is hereby amended as follows:

(i) Section 8.1(c) of the Credit Agreement is hereby amended
by deleting the amount "$2,000,000" which appears in /section/8.1(c)
and substituting in place thereof the amount "$3,000,000";

(ii) Section 8.1(f) of the Credit Agreement is hereby amended
by (1) deleting the amount "$250,000" which appears in /section/8.1(f)
and substituting in place thereof the amount "$500,000"; and (2)
deleting the word "and" which appears at the end of /section/8.1(f);

(iii) Section 8.1(g) of the Credit Agreement is hereby amended
by (1) deleting the amount "$500,000" which appears in /section/8.1(g)
and substituting in place thereof the amount "$2,000,000"; and (2)
deleting the period which appears after the end of the text of
/section/8.1(g) and substituting in place thereof a semicolon and the
word "and"; and

(iv) Section 8.1 of the Credit Agreement is further amended by
inserting immediately after the end of the text of /section/8.1(g) the
following:

(h) the Subordinated Debt; PROVIDED, HOWEVER, that
the aggregate principal amount of all such Subordinated Debt
of the Borrower and its Subsidiaries shall not exceed the
aggregate amount of $3,000,000 at any one time.

(b) Section 8.2 of the Credit Agreement is hereby as follows:

(i) The preamble to Section 8.2 is hereby amended by deleting
the words "other than in favor of the Agent for the benefit of the
Banks and the Agent under the Loan Documents" which appears in
paragraph (f) of the preamble to /section/8.2; and

(ii) Section 8.2(i) of the Credit Agreement is hereby amended
by deleting the text of /section/8.2(i) in its entirety and
substituting in place thereof the words "Intentionally Omitted".

(c) Section 8.3 of the Credit Agreement is hereby amended by inserting
a period after the end of the text of /section/8.3(g) and deleting the semicolon
and the remainder of the text of /section/8.3;

(d) Section 8.5.1(iv) of the Credit Agreement is hereby amended by
inserting immediately after the words "(other than Indebtedness expressly
permitted pursuant to /section/8.1 hereof)" the words ", and the purchase price
for any single acquisition or series of related acquisitions to be paid in any
form of consideration other than the capital stock of the Borrower does not
exceed $20,000,000, and the aggregate purchase price for all acquisitions made
during the term of this Credit Agreement which are to be paid in any form of
consideration other than the capital stock of the Borrower does not exceed
$50,000,000.";

<PAGE>
-5-

(e) Section 8.11 of the Credit Agreement is hereby amended deleting
/section/8.11 in its entirety and restating it as follows:

8.11. CHANGE IN TERMS OF EMPLOYMENT AGREEMENTS. The Borrower
will not, and will not permit any of its Subsidiaries to, amend,
supplement or modify, or consent to any such amendment, supplement or
modification to, any provisions of the Employment Agreement pertaining
to (a) non competition and non solicitation requirements; and (b) the
assignability by the Borrower of such agreements without the prior
written consent of the Agent, unless such amendment, supplement or
modification is of an immaterial and ministerial nature and would not
have a material adverse effect on the assets, business or financial
condition of the Borrower or such Subsidiary.

(f) Section 8.16 of the Credit Agreement is hereby amended deleting
/section/8.16 in its entirety and restating it as follows:

8.16. CHARTER AMENDMENTS. The Borrower will not, nor will it
permit any of its Subsidiaries to, amend its certificate of
incorporation or by-laws, or similar organizational documents, if such
change could reasonably be expected to have a material adverse effect
on any Bank's or the Agents rights hereunder or the Borrower's or such
Subsidiary's ability to perform any of its obligations hereunder.

/section/7. AMENDMENT TO SECTION 9 OF THE CREDIT AGREEMENT. Section 9
of the Credit Agreement is hereby amended by deleting /section/9 in its entirety
and restating it as follows:

9. FINANCIAL COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Revolving Credit
Loan or Revolving Credit Note is outstanding or any Bank has any
obligation to make any Revolving Credit Loans:

9.1. LEVERAGE RATIO. The Borrower will not permit the Leverage
Ratio at any time to exceed 3.00:1.00.

9.2. MINIMUM TANGIBLE NET WORTH. Commencing with the fiscal
quarter ending September 30, 1998, the Borrower will not permit
Consolidated Tangible Net Worth at any time to be less than the sum of
(a) Consolidated Tangible Net Worth on June 30, 1998, less $5,000,000,
PLUS (b) on a cumulative basis, 50% of positive Consolidated Net Income
for each fiscal quarter beginning with the fiscal quarter ending
September 30, 1998, PLUS (c) 50% of the proceeds of any sale by the
Borrower of (i) equity securities issued by the Borrower, and (ii)
warrants or subscription rights for equity securities issued by the
Borrower, plus (d) 50% of the proceeds of Subordinated Debt.

9.3. EBITDA TO TOTAL INTEREST EXPENSE. The Borrower will not,
during any fiscal quarter, permit the ratio of (a) EBITDA for the
Interest Expense Reference Period to (b) Consolidated Total Interest
Expense for such period, to be less than 2.75:1.00

<PAGE>
-6-

/section/8. AMENDMENT TO SECTION 12 OF THE CREDIT AGREEMENT. Section 12
of the Credit Agreement is hereby amended as follows:

(a) Section 12.1(i) of the Credit Agreement is hereby amended by
deleting the amount "$1,000,000" in each place in which it appears in
/section/12.1(i) and substituting in each such place the amount "$2,000,000";

(b) Section 12.1(j) of the Credit Agreement is hereby amended by
deleting the words "or the Agent's security interests, mortgages, or liens in a
substantial portion of the Collateral shall cease to be perfected, or shall
cease to have the priority contemplated by the Security Documents";

(c) Section 12.1(m) of the Credit Agreement is hereby amended by
deleting the words "there shall occur any material damage to, or loss, theft or
destruction of, any Collateral if such Collateral is not insured, or "; and

(d) Section 12.4 of the Credit Agreement is hereby amended by deleting
the text of /section/12.4 and substituting in place thereof the words
"Intentionally Omitted".

/section/9. AMENDMENT TO SECTION 14 OF THE CREDIT AGREEMENT. Section
14..11 of the Credit Agreement is hereby amended by deleting the /section/14.11
in its entirety.

/section/10. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall
not become effective until the Agent receives a counterpart of this Third
Amendment, executed by the Borrower, the Guarantors and the Banks.

/section/11. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
repeats, on and as of the date hereof, each of the representations and
warranties made by it in /section/6 of the Credit Agreement, and such
representations and warranties remain true as of the date hereof (except to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate are not materially
adverse, and to the extent that such representations and warranties relate
expressly to an earlier date), PROVIDED, that all references therein to the
Credit Agreement shall refer to such Credit Agreement as amended hereby. In
addition, the Borrower hereby represents and warrants that the execution and
delivery by the Borrower of this Third Amendment and the performance by the
Borrower of all of its agreements and obligations under the Credit Agreement as
amended hereby are within the corporate authority of each the Borrower and has
been duly authorized by all necessary corporate action on the part of the
Borrower.

/section/12. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Loan Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Third Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.

/section/13. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks consequent thereon.

<PAGE>
-7-

/section/14. COUNTERPARTS. This Third Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.

/section/15. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).

<PAGE>
-8-

IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment as a document under seal as of the date first above written.

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ John F. Brennan
-------------------------------
John F. Brennan
Title: Executive Vice President,
Strategic Planning and Acquisitions

BANKBOSTON, N.A.

By: /s/ Jay L. Massimo
-------------------------------
Jay L. Massimo, Director

<PAGE>

RATIFICATION OF GUARANTY

Each of the undersigned guarantors hereby acknowledges and consents to
the foregoing Third Amendment as of November __, 1998, and agrees that the
Guaranty dated as of November 7, 1997 and May 20, 1998 from the undersigned
Guarantors remains in full force and effect, and each Guarantor confirms and
ratifies all of its obligations thereunder.

THE HACKETT GROUP, INC.

By: /s/ John F. Brennan
-------------------------------
John F. Brennan
Title: Vice President and Secretary

LEGACY TECHNOLOGY, INC.

By: /s/ John F. Brennan
-------------------------------
John F. Brennan
Title: Vice President

EXHIBIT 10.32

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 23d
day of March, 1999 (the "Effective Date"), by and between AnswerThink Consulting
Group, Inc., a Florida corporation (the "Company"), and John F. Brennan (the
"Executive").

WHEREAS, the Company and the Executive have entered into an Executive
Agreement dated as of July 31, 1997, as amended (the "Senior Management
Agreement");

WHEREAS, the Company and the Executive desire to amend the Senior
Management Agreement to delete the "Provisions Relating to Employment" therein
and the Company desires to employ the Executive, and the Executive desires to be
employed by the Company, on the terms and conditions set forth herein from and
after the Effective Date; and

WHEREAS, the board of directors of the Company (the "Board") has
approved and authorized the entry into this Agreement with the Executive.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree as
follows:

1. EMPLOYMENT AGREEMENT. On the terms and conditions set forth in this
Agreement, the Company agrees to employ the Executive and the Executive agrees
to be employed by the Company for the Employment Period set forth in Section 2
hereof and in the position and with the duties set forth in Section 3 hereof.
Terms used herein with initial capitalization are defined in Section 21 below.

2. TERM. The initial term of employment under this Agreement shall be
for a three-year period commencing on the Effective Date (the "Initial Term").
The term of employment shall be automatically renewed for an additional
consecutive 12-month period (the "Extended Term") as of the first and every
subsequent anniversary of the Effective Date, unless and until either party
provides written notice to the other party in accordance with Section 11 hereof
not less than 90 days before such anniversary date that such party is
terminating the term of employment under this Agreement, which termination shall
be effective as of the end of such Initial Term or Extended Term, as the case
may be, or until such term of employment is otherwise terminated as hereinafter
set forth. Such Initial Term and all such Extended Terms are collectively
referred to herein as the "Employment Period." The parties' obligations under
Sections 7, 9 and 10 hereof shall survive the expiration or termination of the
Employment Period.

3. POSITION AND DUTIES. The Executive shall serve as Executive Vice
President and Chief Administrative Officer of the Company during the Employment
Period. As Executive Vice President and Chief Administrative Officer of the
Company, the Executive shall render executive, policy and other management
services to the Company of the type customarily

<PAGE>

performed by persons serving in a similar officer capacity. The Executive shall
report to the Chief Executive Officer of the Company, except as otherwise
determined by the Chief Executive Officer or the Board. The Executive shall also
perform such duties as the Chief Executive Officer or the Board may from time to
time reasonably determine and assign to the Executive. During the Employment
Period, there shall be no material change in the duties and responsibilities of
the Executive from those previously in effect, other than as provided herein,
unless the parties otherwise agree in writing. The Executive shall devote the
Executive's reasonable best efforts and substantially full business time to the
performance of the Executive's duties and the advancement of the business and
affairs of the Company.

4. PLACE OF PERFORMANCE. In connection with the Executive's employment
by the Company, the Executive shall be based at the principal executive offices
of the Company, except as otherwise agreed by the Executive and the Company and
except for reasonable travel on Company business. If the Executive is required
to relocate his place of employment to a location more than 50 miles from its
location as of the date of this Agreement, the Company shall pay or reimburse
the Executive for the reasonable moving and relocation expenses incurred by him
to establish a personal residence at the new location, including reasonable
traveling and temporary living expenses.

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company
shall pay to the Executive an annual base salary (the "Base Salary"), which
initially shall be at the rate of $250,000 per year. The Base Salary shall be
reviewed no less frequently than annually and may be increased at the discretion
of the Board. If the Executive's Base Salary is increased, the increased amount
shall be the Base Salary for the remainder of the Employment Period. Except as
otherwise agreed in writing by the Executive, the Base Salary shall not be
reduced from the amount previously in effect during the Employment Term. The
Base Salary shall be payable biweekly or in such other installments as shall be
consistent with the Company's payroll procedures.

(b) BONUS. During the Employment Period, the Executive may
also be eligible to earn an annual bonus pursuant to a bonus plan adopted by the
Board for each fiscal year.

(c) BENEFITS. During the Employment Period, the Executive will
be entitled to such other benefits approved by the Board and made available to
employees. Nothing contained in this Agreement shall prevent the Company from
changing carriers or from effecting modifications in insurance coverage for the
Executive.

(d) VACATION; HOLIDAYS. The Executive shall be entitled to all
public holidays observed by the Company and vacation days in accordance with the
applicable vacation policies for senior executives of the Company, which shall
be taken at a reasonable time or times.

(e) WITHHOLDING TAXES AND OTHER DEDUCTIONS. To the extent
required by law, the Company shall withhold from any payments due Executive
under this Agreement any

-2-
<PAGE>

applicable federal, state or local taxes and such other deductions as are
prescribed by law or Company policy.

6. EXPENSES. The Executive is expected and is authorized to incur
reasonable expenses in the performance of his duties hereunder, including the
costs of entertainment, travel, and similar business expenses incurred in the
performance of his duties. The Employers shall reimburse the Executive for all
such expenses promptly upon periodic presentation by the Executive of an
itemized account of such expenses.

7. CONFIDENTIALITY; WORK PRODUCT.

(a) INFORMATION. The Executive acknowledges that the
information, observations and data obtained by the Executive concerning the
business and affairs of the Company and its Subsidiaries and their predecessors
during the course of the Executive'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 Subsidiaries, including
information concerning acquisition opportunities in or reasonably related to the
business or industry of the Company or its Subsidiaries of which the Executive
becomes aware during such period. Therefore, the 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 the Executive'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 the Executive's acts or omissions to act or the acts or
omissions to act of other senior or junior management employees of the Company
and its Subsidiaries. The Executive agrees to deliver to the Company at the
termination of the Executive'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 Subsidiaries and their predecessors (including, without limitation, all
acquisition prospects, lists and contact information) which the Executive may
then possess or have under the Executive's control.

(b) INVENTIONS AND PATENTS. The 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 actual or anticipated business, research and
development or existing or future products or services of the Company or its
Subsidiaries that are conceived, developed, made or reduced to practice by the
Executive while employed by the Company or any of its predecessors ("Work
Product") belong to the Company and the Executive hereby assigns, and agrees to
assign, all of the above to the Company. Any copyrightable work prepared in
whole or in part by the Executive in the course of the Executive'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," the Executive hereby
assigns and agrees to assign to Company all right, title and interest, including
without limitation, copyright in and to such copyrightable work. The Executive
shall promptly disclose such Work Product and copyrightable work to the Board
and perform all actions reasonably requested by the Board

-3-
<PAGE>

(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).

(c) ENFORCEMENT. The Executive acknowledges that the
restrictions contained in Section 7(a) hereof are reasonable and necessary, in
view of the nature of the Company's business, in order to protect the legitimate
interests of the Company, and that any violation thereof would result in
irreparable injury to the Company. Therefore, the Executive agrees that in the
event of a breach or threatened breach by the Executive of the provisions of
Section 7(a) hereof, the Company shall be entitled to obtain from any court of
competent jurisdiction, preliminary or permanent injunctive relief restraining
the Executive from disclosing or using any such confidential information.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach, including,
without limitation, recovery of damages from the Executive.

8. TERMINATION OF EMPLOYMENT.

(a) PERMITTED TERMINATIONS. The Executive's employment
hereunder may be terminated during the Employment Term without any breach of
this Agreement only under the following circumstances:

(i) DEATH. The Executive's employment hereunder shall
terminate upon the Executive's death;

(ii) BY THE COMPANY. The Company may terminate the
Executive's employment:

(A) If the Executive shall have been unable
to perform all of the Executive's duties hereunder by reason of illness,
physical or mental disability or other similar incapacity, which inability shall
continue for more than three consecutive months; or

(B) For Cause; or

(iii) BY THE EXECUTIVE. The Executive may terminate
employment for Good Reason.

(b) TERMINATION. Any termination of the Executive's employment
by the Company or the Executive (other than because of the Executive's death)
shall be communicated by written Notice of Termination to the other party hereto
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, if any, and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Termination of the Executive's employment shall take effect on the Date of
Termination.

-4-
<PAGE>

9. COMPENSATION UPON TERMINATION.

(a) DEATH. If the Executive's employment is terminated during
the Employment Term as a result of the Executive's death, the Company shall pay
to the Executive's estate, or as may be directed by the legal representatives of
such estate, the Executive's full Base Salary through the Date of Termination
and all other unpaid amounts, if any, to which the Executive is entitled as of
the Date of Termination in connection with any fringe benefits or under any
bonus or incentive compensation plan or program of the Company pursuant to
Sections 5(b) and (c) hereof, at the time such payments are due, and the Company
shall have no further obligations to the Executive under this Agreement.

(b) DISABILITY. If the Company terminates the Executive's
employment during the Employment Term because of the Executive's disability
pursuant to Section 8(a)(ii)(A) hereof, the Company shall pay the Executive the
Executive's full Base Salary through the Date of Termination and all other
unpaid amounts, if any, to which the Executive is entitled as of the Date of
Termination in connection with any fringe benefits or under any bonus or
incentive compensation plan or program of the Company pursuant to Sections 5(b)
and (c) hereof, at the time such payments are due, and the Company shall have no
further obligations to the Executive under this Agreement; PROVIDED, that
payments so made to the Executive during any period that the Executive is unable
to perform all of the Executive's duties hereunder by reason of illness,
physical or mental illness or other similar incapacity shall be reduced by the
sum of the amounts, if any, payable to the Executive at or prior to the time of
any such payment under disability benefit plans of the Company and which amounts
were not previously applied to reduce any such payment.

(c) BY THE COMPANY WITH CAUSE OR BY THE EXECUTIVE WITHOUT GOOD
REASON. If the Company terminates the Executive's employment during the
Employment Term for Cause pursuant to Section 8(a)(ii)(B) hereof or if the
Executive voluntarily terminates the Executive's employment during the
Employment Term other than for Good Reason, the Company shall pay the Executive
the Executive's full Base Salary through the Date of Termination and all other
unpaid amounts, if any, to which Executive is entitled as of the Date of
Termination in connection with any fringe benefits or under any bonus or
incentive compensation plan or program of the Company pursuant to Sections 5(b)
and (c) hereof, at the time such payments are due, and the Company shall have no
further obligations to the Executive under this Agreement.

(d) BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD
REASON. If the Company terminates the Executive's employment during the
Employment Term other than for Cause, disability or death pursuant to Section
8(a)(i) or (ii) hereof, or the Executive terminates his employment during the
Employment Term for Good Reason pursuant to Section 8(a)(iii) hereof, the
Company shall pay the Executive (A) the Executive's full Base Salary through the
Date of Termination and all other unpaid amounts, if any, to which the Executive
is entitled as of the Date of Termination in connection with any fringe benefits
or under any bonus or incentive compensation plan or program of the Company
pursuant to Sections 5(b) and (c) hereof, at the time such payments are due and
(B) subject to Sections 9(e) and 9(f) hereof:

-5-
<PAGE>

(i) NO CHANGE OF CONTROL. Except as provided in
Section 9(d)(ii) hereof, during the six-month period commencing on the Date of
Termination (the "Initial Period"), the Company shall pay the Executive an
aggregate amount equal to Executive's Base Salary, payable in equal installments
on the Company's regular salary payment dates, and any other amounts that would
have been payable to or on behalf of the Executive under Section 5(c) hereof
(the "Severance Payments"). In addition, the Company shall have the option, by
delivering written notice to the Executive in accordance with Section 11 hereof
within 90 days after the Date of Termination, to extend the severance period to
the first anniversary of the Date of Termination (the "Extended Period"). During
the Extended Period, the Company will continue to make Severance Payments at the
same annual rate to the Executive. Notwithstanding the foregoing and without in
any way modifying the provisions of Sections 7 and 10 hereof, from and after the
first date that Executive becomes employed with another Person or provides
services as a consultant or other self-employed individual, the Company, at its
option, may eliminate or otherwise reduce the amount of Severance Payments
otherwise required to be made pursuant to this Section 9(d)(i) to the extent of
the compensation and benefits received by the Executive from such other
employment or self-employment; or

(ii) CHANGE OF CONTROL. If such termination is in
anticipation of, in connection with or within one year after the date of a
Change of Control, the Company shall pay the Executive an aggregate amount equal
to Executive's Base Salary, payable in equal installments on the Company's
regular salary payment dates, and any other amounts that would have been payable
to or on behalf of the Executive under Section 5(c) hereof (the "Severance
Payments") from the Date of Termination through the first anniversary of the
Date of Termination at the time such payments would otherwise have been due in
accordance with the Company's normal payroll practices, and the Company shall
have no further obligations to the Executive under this Agreement. In addition,
in such event, the Executive's rights with respect to stock options and shares
of restricted stock previously granted by the Company, deferred and incentive
compensation or bonus amounts awarded by the Company and other contingent or
deferred compensation awards or grants made by the Company, or otherwise made in
connection with the Executive's employment hereunder, shall be fully vested and
nonforfeitable as of the Date of Termination, except to the extent inconsistent
with the terms of any such plan or arrangement that is intended to qualify under
Section 401(a) or 423 of the Code. For purposes of Section 10 hereof, the
"Initial Period" shall be the first 12 months following the Date of Termination.

(e) PARACHUTE LIMITATIONS. Notwithstanding any other provision
of this Agreement or of any other agreement, contract or understanding
heretofore or hereafter entered into by the Executive with the Company or any
subsidiary or affiliate thereof, except an agreement, contract or understanding
hereafter entered into that expressly modifies or excludes application of this
Section 9(e) (the "Other Agreements"), and notwithstanding any formal or
informal plan or other arrangement heretofore or hereafter adopted by the
Company (or any subsidiary or affiliate thereof) for the direct or indirect
compensation of the Executive (including groups or classes of participants or
beneficiaries of which the Executive is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Executive (a "Benefit Plan"), if the Executive is a "disqualified
individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986,
as amended (the "Code")), the Executive shall not have

-6-
<PAGE>

any right to receive any payment or benefit under this Agreement, any Other
Agreement or any Benefit Plan (i) to the extent that such payment or benefit,
taking into account all other rights, payments or benefits to or for the
Executive under this Agreement, all Other Agreements and all Benefit Plans,
would cause any payment or benefit to the Executive under this Agreement, any
Other Agreement or any Benefit Plan to be considered a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code as then in effect (a
"Parachute Payment") AND (ii) if, as a result of receiving a Parachute Payment,
the aggregate after-tax amount received by the Executive under this Agreement,
all Other Agreements and all Benefit Plans would be less than the maximum
after-tax amount that could be received by the Executive without causing any
such payment or benefit to be considered a Parachute Payment. In the event that
the receipt of any such payment or benefit under this Agreement, any Other
Agreement or any Benefit Plan would cause the Executive to be considered to have
received a Parachute Payment that would have the adverse after-tax effect
described in clause (ii) of the preceding sentence, then the Executive shall
have the right, in the Executive's sole discretion, to designate those rights,
payments or benefits under this Agreement, any Other Agreement and any Benefit
Plan that should be reduced or eliminated so as to avoid having the payment or
benefit to the Executive under this Agreement be deemed to be a Parachute
Payment.

(f) MITIGATION. The Company's obligation to continue to
provide the Executive with benefits pursuant to Section 9(d)(i) or (ii) above
shall cease if the Executive becomes eligible to participate in benefits
substantially similar to those provided under this Agreement as a result of the
Executive's subsequent employment during the period that the Executive is
entitled to receive Severance Payments.

(g) LIQUIDATED DAMAGES. The parties acknowledge and agree that
damages which will result to the Executive for termination by the Company
without Cause or by the Executive for Good Reason shall be extremely difficult
or impossible to establish or prove, and agree that the Severance Payments shall
constitute liquidated damages for any breach of this Agreement by the Company
through the Date of Termination. The Executive agrees that, except for such
other payments and benefits to which the Executive may be entitled as expressly
provided by the terms of this Agreement or any applicable Benefit Plan, such
liquidated damages shall be in lieu of all other claims that the Executive may
make by reason of termination of his employment or any such breach of this
Agreement and that, as a condition to receiving the Severance Payments, the
Executive will execute a release of claims in a form reasonably satisfactory to
the Company.

10. NONCOMPETITION AND NONSOLICITATION.

(a) NONCOMPETITION. The Executive acknowledges that in the
course of his employment with the Company and its Subsidiaries and their
predecessors, he has and will continue to become familiar with the trade secrets
of, and other confidential information concerning, the Company and its
Subsidiaries, that the 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 the Executive. Therefore, and in further consideration of the compensation
being paid to the Executive hereunder, the Executive

-7-
<PAGE>

agrees that, during the Employment Period and any Initial Period or Extended
Period, so long as Severance Payments are being made or during any portion of
the Initial or Extended Period that Severance Payments are not required to be
made pursuant to the last sentence of Section 9(d)(i) hereof (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 Employment Period and for two
years following the Date of Termination, the 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 the 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 Date of
Termination.

(c) ENFORCEMENT. If, at the time of enforcement of this
Section 10, 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 the Executive's services are
unique and because the Executive 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 Agreement. Therefore, in the event a breach or
threatened breach by the Executive of any provision of this 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).

11. NOTICES. All notices, demands, requests or other communications
required or permitted to be given or made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:

(a) If to the Company:

-8-
<PAGE>

AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
ATTN: General Counsel
Fax: 305/373-0911

WITH A COPY (WHICH SHALL NOT CONSTITUTE NOTICE) TO:
David B.H. Martin, Jr., Esq.
Hogan & Hartson, L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004-1190
Fax: 202/637-5910

(b) If to the Executive:

John F. Brennan
AnswerThink Consulting Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131

or to such other address as may be designated by either party in a notice to the
other. Each notice, demand, request or other communication that shall be given
or made in the manner described above shall be deemed sufficiently given or made
for all purposes three days after it is deposited in the U.S. mail, postage
prepaid, or at such time as it is delivered to the addressee (with the return
receipt, the delivery receipt, the answer back or the affidavit of messenger
being deemed conclusive evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.

12. SEVERABILITY. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and
effect.

13. SURVIVAL. It is the express intention and agreement of the parties
hereto that the provisions of Sections 7, 9 and 10 hereof shall survive the
termination of employment of the Executive. In addition, all obligations of the
Company to make payments hereunder shall survive any termination of this
Agreement on the terms and conditions set forth herein.

14. ASSIGNMENT. The rights and obligations of the parties to this
Agreement shall not be assignable or delegable, except that (i) in the event of
the Executive's death, the personal representative or legatees or distributees
of the Executive's estate, as the case may be, shall have the right to receive
any amount owing and unpaid to the Executive hereunder and (ii) the rights and
obligations of the Company hereunder shall be assignable and delegable in
connection with any subsequent merger, consolidation, sale of all or
substantially all of the assets of the Company or similar reorganization of a
successor corporation.

-9-
<PAGE>

15. BINDING EFFECT. Subject to any provisions hereof restricting
assignment, this Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.

16. AMENDMENT; WAIVER. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by the parties hereto.
Neither the waiver by either of the parties hereto of a breach of or a default
under any of the provisions of this Agreement, nor the failure of either of the
parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder, shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.

17. HEADINGS. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.

18. GOVERNING LAW. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Florida (but not
including the choice of law rules thereof).

19. ENTIRE AGREEMENT; SENIOR MANAGEMENT AGREEMENT AMENDED. By mutual
consent, effective as of the Effective Date, the parties hereby amend the Senior
Management Agreement by deleting Sections 6, 7, 8, 9, 10 and 11(as to Sections
9, 10 and 11 only to the extent the definitions contained therein are no longer
applicable or are superseded by the defined terms contained herein) thereof and
this Agreement shall supersede the Provisions Relating to Employment set out in
the Senior Management Agreement. This Agreement constitutes the entire agreement
between the parties respecting the employment of Executive, there being no
representations, warranties or commitments except as set forth herein.

20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.

21. DEFINITIONS.

"AGREEMENT" means this Employment Agreement.

"BASE SALARY" is defined in Section 5(a) above.

"BENEFICIAL OWNER" means a beneficial owner within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

"BENEFIT PLAN" is defined in Section 9(e) above.

-10-
<PAGE>

"BOARD" means the board of directors of the Company.

"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 the Executive as reasonably directed by the Board, and such
failure is not cured within 30 days after the 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 7 or 10 of this
Agreement.

"CHANGE OF CONTROL" means (A) any Person, other than any
Person who was a Beneficial Owner of the Company's securities before the
Offering Date, becomes, after the Offering Date, the beneficial owner, directly
or indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding securities; (B) during
any two-year period, individuals who at the beginning of such period constitute
the Board (including, for this purpose, any director who after the beginning of
such period filled a vacancy on the Board caused by the resignation, mandatory
retirement, death, or disability of a director and whose election or appointment
was approved by a vote of at least two-thirds of the directors then in office
who were directors at the beginning of such period) cease for any reason to
constitute a majority thereof; (C) notwithstanding clauses (A) or (E) of this
paragraph, the Company consummates a merger or consolidation of the Company with
or into another corporation, the result of which is that the Persons who were
stockholders of the Company at the time of the execution of the agreement to
merge or consolidate own less than 80% of the total equity of the corporation
surviving or resulting from the merger or consolidation or of a corporation
owning, directly or indirectly, 100% of the total equity of such surviving or
resulting corporation; or (D) the sale in one or a series of transactions of all
or substantially all of the assets of the Company; (E) any Person has commenced
a tender or exchange offer, or entered into an agreement or received an option
to acquire beneficial ownership of 40% or more of the total number of voting
shares of the Company, unless the Board has made a determination that such
action does not constitute and will not constitute a material change in the
Persons having control of the Company; or (F) there is a change of control in
the Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act
other than in circumstances specifically covered by clauses (A) through (E)
above.

"CODE" is defined in Section 9(e) above.

"COMPANY" means AnswerThink Consulting Group, Inc. and its
successors and assigns.

"DATE OF TERMINATION" means (i) if the Executive's employment
is terminated by the Executive's death, the date of the Executive's death; (ii)
if the Executive's employment is terminated because of the Executive's
disability pursuant to Section 8(a)(ii)(A) hereof, 30 days after Notice of
Termination, provided that the Executive shall not have returned

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<PAGE>

to the performance of the Executive's duties on a full-time basis during such
30-day period; (iii) if the Executive's employment is terminated by the Company
for Cause pursuant to Section 8(a)(ii)(B) hereof or by the Executive for Good
Reason pursuant to Section 8(a)(iii) hereof, the date specified in the Notice of
Termination; or (iv) if the Executive's employment is terminated during the
Employment Term other than pursuant to Section 8(a), the date on which Notice of
Termination is given.

"EFFECTIVE DATE" means the date as of which this Agreement is
executed as set out above.

"EMPLOYMENT PERIOD" is defined in Section 2 above.

"EXECUTIVE" means John F. Brennan.

"EXTENDED PERIOD" is defined in Section 9(d)(i) above.

"EXTENDED TERM" is defined in Section 2 above.

"GOOD REASON" means (i) the Company's failure to perform or
observe any of the material terms or provisions of this Agreement, and the
continued failure of the Company to cure such default within 30 days after
written demand for performance has been given to the Company by the Executive,
which demand shall describe specifically the nature of such alleged failure to
perform or observe such material terms or provisions; or (ii) a material
reduction in the scope of the Executive's responsibilities and duties.

"INITIAL PERIOD" is defined in Section 9(d) above.

"INITIAL TERM" is defined in Section 2 above.

"NONCOMPETE PERIOD" is defined in Section 10(a) above.

"NOTICE OF TERMINATION" is defined in Section 8(b) above.

"OFFERING DATE" means the date of the completion of the
initial public offering of the Company's Common Stock.

"OTHER AGREEMENTS" is defined in Section 9(e) above.

"PARACHUTE PAYMENT" is defined in Section 9(e) above.

"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 governmental entity
or any department, agency or political subdivision thereof.

"SEVERANCE PAYMENTS" is defined in Section 9(d) above.

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<PAGE>

"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.

"WORK PRODUCT" is defined in Section 7(b) above.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove written.

ANSWERTHINK
CONSULTING GROUP, INC.

By: /s/ Ted A. Fernandez
---------------------------
Name: Ted A. Fernandez
Title: President, Chief Executive Officer
and Director

THE EXECUTIVE:

/s/ John F. Brennan
-------------------------------
John F. Brennan

-13-

EXHIBIT 10.33

RESTRICTED SECURITIES AGREEMENT

THIS AGREEMENT is made as of July 31, 1997, between AnswerThink
Consulting Group, Inc., a Florida corporation (the "Company") and the individual
listed on the signature page hereof under the heading "Executive."

Executive has, pursuant to an Executive Agreement of even date
herewith, purchased 280,000 shares of the Common Stock, par value $0.001, of the
Company (the "Common Stock") and Executive and the Company desire to enter into
an agreement pursuant to which, subject to the terms and conditions contained
herein, the Executive will resell to the Company up to 40,000 shares of the
Common Stock. 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 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:

<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 40,000 0
Anniversary of this Agreement 6 2/3 but less than 10 26,666 13,334
3 1/3 but less than 6 2/3 13,334 26,666
less than 3 1/3 0 40,000

Between the Second and Fourth 10 or greater 40,000 0
Anniversary of this Agreement 6 2/3 but less than 10 26,666 13,334
less than 6 2/3 0 40,000

Between the Fourth and Fifth 10 or greater 40,000 0
Anniversary of this Agreement less than 10 0 40,000
</TABLE>

(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."

1
<PAGE>

2. TRANSFER OF RESTRICTED SHARES.

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 Company for no consideration all Restricted Shares that are
then Unvested Shares and the Company shall be deemed to have accepted such
transfer.

3. RESTRICTIONS. Executive may not Transfer any interest in any
Restricted Shares except in accordance with the Executive Agreement.

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 Golder, Thoma, Cressey, Rauner Fund V, L.P., Golder, Thoma, Cressey, Rauner,
Inc. and its owners and employees.

"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 pot 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.

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

"INVESTORS" mean Golder, Thoma, Cressey, Rauner Fund V, L.P., Gator
Associates, Ltd., a Florida limited partnership, MG Capital Partners II, L.P., a
Delaware limited partnership, Tara Ventures, Ltd., a British Virgin Islands
corporation 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.

2
<PAGE>

"PURCHASE AGREEMENT" means that certain Purchase Agreement, dated as of
April 23, 1997, among the Company and the Investors.

"RESTRICTED SHARES" means 40,000 of the 280,000 shares of Common Stock
acquired by Executive under the Executive Agreement, as appropriately adjusted
to reflect stock splits, stock dividends, combinations of shares and other
recapitalizations.

"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.

"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 $7.50 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 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 BETWEEN THE COMPANY AND AN EXECUTIVE OF
THE COMPANY DATED AS OF JULY 31, 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

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<PAGE>

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 Executive at the address set forth below his
signature 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.

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 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 construction, validity and
interpretation of this Agreement hereto, 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 Florida.

(g) REMEDIES. Each of the parties to this Agreement 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

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<PAGE>

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 each of the Company
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.

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

ANSWERTHINK CONSULTING GROUP, INC.

By /s/ Ted A. Fernandez
---------------------------------
Ted A. Fernandez, President

EXECUTIVE

/s/ John Brennan
-----------------------------------
John Brennan

Address:

500 Palermo Avenue
Coral Gables, Florida 33134

EXHIBIT 10.34

AMENDMENT TO RESTRICTED SECURITIES AGREEMENT

This AMENDMENT TO RESTRICTED SECURITIES AGREEMENT (this "AMENDMENT") is
entered into as of March 27, 1998, by and among John F. Brennan (the
"EXECUTIVE") and AnswerThink Consulting Group, Inc. (the "COMPANY").

RECITALS

A. The Executive has entered into a Restricted Securities Agreement
with the Company dated as of July 31, 1997 (the "RESTRICTED SECURITIES
AGREEMENT").

B. The Company and the Executive desire to revise the Restricted
Securities Agreement in certain respects, all pursuant to the terms and
provisions of this Amendment.

C. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Restricted Securities Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises, and good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:

1. AMENDMENTS TO THE RESTRICTED SECURITIES AGREEMENT. Section 1 of the
Restricted Securities Agreement shall be amended by deleting the text
"Restricted Shares will become vested upon a Sale of the Company or following a
Public Offering in accordance with this Section 1" and replacing in lieu thereof
"Restricted Shares will become vested upon the earliest of (i) March 27, 1998,
(ii) a Sale of the Company; or (iii) following a Public Offering in accordance
with this Section 1."

2. EFFECTIVE DATE. The effective date of this Amendment shall be March
27, 1998.

3. COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be executed
in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A party's
signature appearing on this Amendment sent by facsimile transmission shall be
binding as evidence of that party's acceptance and agreement to the terms
hereof.

<PAGE>

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have caused this Amendment to
Restricted Securities Agreement to be executed as of the date first written
above.

EXECUTIVE: ANSWERTHINK CONSULTING
GROUP, INC.

By: /s/ Ted A. Fernandez
--------------------------------
John F. Brennan Ted A. Fernandez, President

* * * * * *

EXHIBIT 10.35

EXECUTIVE AGREEMENT

THIS EXECUTIVE AGREEMENT is made as of July 31, 1997, between
AnswerThink Consulting Group, Inc., a Florida corporation (the "Company"), and
John Brennan ("Executive").

The Company and Executive desire to enter into an agreement pursuant to
which Executive will purchase, and the Company will sell, 280,000 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"). All of
such shares of Common Stock and all shares of 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 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, 280,000 shares of Common Stock at a price of $0.0025
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 $700.

(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:

(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 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

<PAGE>

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) 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(d)(v) remains 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. Vesting of Certain Executive Stock.

(a) Except as otherwise provided in Section 2(b) below,
240,000 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:

CUMULATIVE PERCENTAGE OF
TIME VESTING COMMON
DATE STOCK TO BE VESTED
- --------------------------------------------- -------------------------
2nd Anniversary of the date of this Agreement 50%
3rd Anniversary of the date of this Agreement 75%
4th Anniversary of the date of this Agreement 100%

(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 140,000, plus (ii) 50% of the excess of (x)
280,000 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 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."

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<PAGE>

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 for such share and
(iii) the purchase price for each share of Common Stock 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

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<PAGE>

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).

(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 NONRESTRICTED 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

4
<PAGE>

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 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 elect 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 Convertible Preferred being
sold in such transaction and (y) Executive's Common Stock 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% /divided by/ 80% x 100 shares) and 31.25 shares of
Convertible Preferred (the same percentage of that

5
<PAGE>

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 trans feree(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 JULY 31, 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 AN EXECUTIVE AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF
THE COMPANY DATED AS OF JULY 31, 1997. A COPY OF SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE."

(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

6
<PAGE>

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.

PROVISIONS RELATING TO EMPLOYMENT

6. 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").

(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 $200,000 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).

7. CONFIDENTIAL INFORMATION.

(a) Executive acknowledges that the information, observations
and data 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.

7
<PAGE>

(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 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).

8. 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

8
<PAGE>

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 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

9. 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 Golder, Thoma, Cressey, Rauner Fund V, L.P., 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.

"CONVERTIBLE PREFERRED" means the Company's Class A
Convertible Preferred Stock, par value $0.001 per share.

"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 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

9
<PAGE>

System or the over counter market, 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
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 than 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" mean Golder, Thoma, Cressey, Rauner Fund V, L.P.
("GTCRV"), MG Capital Partners, II, L.P., Gator Associates, Ltd. and Tara
Ventures, Ltd. and each of their successors, and to the extent permitted to be a
subsequent holder of Common Stock 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 so long as such person is employed by the Company.
The term "Other Executive" does not include the Executive. In addition, it is
agreed that the Executive is not an Additional Executive as such term is defined
in the Shareholders Agreement.

"NON RESTRICTED EXECUTIVE STOCK" means Executive Stock other
than Restricted Shares.

"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 40,000 shares of Common Stock
purchased under Section l(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

10
<PAGE>

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.

"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 at such time.

10. 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.

11. 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.

11
<PAGE>

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 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.

12
<PAGE>

(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.

* * * * *

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

ANSWERTHINK CONSULTING GROUP, INC.

By: /s/ TED A. FERNANDEZ
--------------------------------
Ted A. Fernandez

/s/ JOHN BRENNAN
------------------------------------
John Brennan

EXHIBIT 21.1

ANSWERTHINK CONSULTING GROUP, INC.
LISTING OF SUBSIDIARIES

STATE OF INCORPORATION

ANSWERTHINK CONSULTING GROUP, INC. FLORIDA

SUBSIDIARIES

The Hackett Group, Inc. Ohio
Delphi Partners, Inc. New Jersey
Legacy Technology, Inc. Massachusetts
Infinity Consulting Group, Inc. Indiana

EXHIBIT 23

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the registration
statement on Form S-8 (File No. 333-69951) of AnswerThink Consulting Group, Inc.
("AnswerThink") of our report dated February 1, 1999, except for Note 15, as to
which the date is February 26, 1999, on our audit of the consolidated financial
statements of AnswerThink, which is included in AnswerThink's Form 10-K (File
No. 0-24343).

PricewaterhouseCoopers LLP
Miami, Florida
March 31, 1999

<ARTICLE> 5

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<RECEIVABLES> 29,095,232
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0
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<TOTAL-LIABILITY-AND-EQUITY> 89,064,106
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